Legalize / United Kingdom / Public General Act

Financial Services and Markets Act 2000

Type Public General Act

Publication 2000-06-14

Last updated 2026-09-05

State In force

Department Statute Law Database

Source legislation.gov.uk

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articles Not indexed

An Act to make provision about the regulation of financial services and markets; to provide for the transfer of certain statutory functions relating to building societies, friendly societies, industrial and provident societies and certain other mutual societies; and for connected purposes.

Reform history JSON API

(b) is subject to (or to the right of) supervision, direction or control by P as to the manner in which those services are provided,

and “employer” is to be read accordingly.

(7) In this section “director”, in relation to an authorised person, means a member of the board of directors, or if there is no such board, the equivalent body responsible for the management of the authorised person concerned.

Rules of conduct: responsibilities of ... authorised persons

64B

(1) This section applies where a regulator makes rules under section 64A (“conduct rules”).

(2) Every ... authorised person must—

(a) notify all relevant persons of the conduct rules that apply in relation to them, and

(b) take all reasonable steps to secure that those persons understand how those rules apply in relation to them.

(3) The steps which an authorised person must take to comply with subsection (2)(b) include, in particular, the provision of suitable training.

(4) In this section “relevant person”, in relation to an authorised person, means—

(a) any person in relation to whom an approval is given under section 59 on the application of the authorised person, ...

(b) any employee of the authorised person , and

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6) In this section “employee”, in relation to an authorised person, has the same meaning as in section 64A.

(6A) In this section “director”, in relation to an authorised person, has the same meaning as in section 64A.

(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Requirement for ... authorised persons to notify regulator of disciplinary action

64C

(1) If—

(a) an authorised person takes disciplinary action in relation to a relevant person, and

(b) the reason, or one of the reasons, for taking that action is a reason specified in rules made by the appropriate regulator for the purposes of this section,

the ... authorised person must notify that regulator of that fact.

(2) “Disciplinary action”, in relation to a person, means any of the following—

(a) the issuing of a formal written warning;

(b) the suspension or dismissal of the person;

(3) “The appropriate regulator” means—

(a) in relation to ... PRA-authorised persons, the FCA or the PRA;

(b) in relation to any other ... authorised persons, the FCA.

(4) “Relevant person” has the same meaning as in section 64B.

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Disciplinary powers.

66

(1) A regulator may take action against a person under this section (whether or not it has given its approval in relation to the person) if—

(a) it appears to the regulator that he is guilty of misconduct; and

(b) the regulator is satisfied that it is appropriate in all the circumstances to take action against him.

(1A) For provision about when a person is guilty of misconduct for the purposes of action by a regulator—

(a) see section 66A, in the case of action by the FCA, and

(b) see section 66B, in the case of action by the PRA.

(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) If the regulator is entitled to take action under this section against a person, it may do one or more of the following——

(a) impose a penalty on him of such amount as it considers appropriate;

(aa) suspend, for such period as it considers appropriate, any approval of the performance by him of any function to which the approval relates;

(ab) impose, for such period as it considers appropriate, any conditions in relation to any such approval which it considers appropriate;

(ac) limit the period for which any such approval is to have effect;

(b) publish a statement of his misconduct.

(3A) The period for which a suspension or condition is to have effect may not exceed two years.

(3B) A suspension , condition or limitation may have effect in relation to part of a function.

(3C) A condition may, in particular, be imposed so as to require any person to take, or refrain from taking, specified action.

(3D) The regulator taking action under this section may—

(a) withdraw a suspension , condition or limitation; ...

(b) vary a suspension or condition so as to reduce the period for which it has effect or otherwise to limit its effect.

(4) A regulator may not take action under this section after the end of the relevant period beginning with the first day on which the regulator knew of the misconduct, unless proceedings in respect of it against the person concerned were begun before the end of that period.

(5) For the purposes of subsection (4)—

(a) a regulator is to be treated as knowing of misconduct if it has information from which the misconduct can reasonably be inferred; and

(b) proceedings against a person in respect of misconduct are to be treated as begun when a warning notice is given to him under section 67(1).

(5ZA) “The relevant period” is—

(a) in relation to misconduct which occurs before the day on which this subsection comes into force, the period of 3 years, and

(b) in relation to misconduct which occurs on or after that day, the period of 6 years.

(5A) “Approval” means an approval given under section 59.

(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8) In relation to any time while a suspension is in force under subsection (3)(aa) in relation to part of a function, any reference in section 59 or 63A to the performance of a function includes the performance of part of a function.

(9) If at any time a condition imposed under subsection (3)(ab) is contravened, the approval in relation to the person concerned is to be treated for the purposes of sections 59 and 63A as if it had been withdrawn at that time.

Misconduct: action by the FCA

66A

(1) For the purposes of action by the FCA under section 66, a person is guilty of misconduct if any of conditions A to C is met in relation to the person.

(2) Condition A is that—

(a) the person has at any time failed to comply with rules made by the FCA under section 64A, and

(b) at that time the person was—

(i) an approved person, ...

(ii) an employee of an authorised person , or

(iii) a director of an authorised person.

(3) Condition B is that—

(a) the person has at any time been knowingly concerned in a contravention of a relevant requirement by an authorised person, and

(b) at that time the person was—

(i) an approved person in relation to the authorised person, ...

(ii) ... an employee of the authorised person , or

(iii) a director of the authorised person.

(4) In this section “relevant requirement” means a requirement—

(a) imposed by or under this Act, ...

(aa) imposed by the Alternative Investment Fund Managers Regulations 2013 ...;

(ab) imposed by the Undertakings for Collective Investment in Transferable Securities Regulations 2011, ...

(ac) imposed by or under the Securitisation Regulations 2024, or

(b) imposed by any qualifying provision specified, or of a description specified, for the purposes of this subsection by the Treasury by order.

(5) Condition C is that—

(a) the person has at any time been a senior manager in relation to an authorised person,

(b) there has at that time been (or continued to be) a contravention of a relevant requirement by the authorised person, ...

(c) the senior manager was at that time responsible for the management of any of the authorised person's activities in relation to which the contravention occurred , and

(d) the senior manager did not take such steps as a person in the senior manager's position could reasonably be expected to take to avoid the contravention occurring (or continuing).

(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7) For the purposes of subsection (5)—

“senior manager”, in relation to an authorised person, means a person who has approval under section 59 to perform a designated senior management function in relation to the carrying on by the authorised person of a regulated activity;

(8) In this section—

“approved person”—means a person in relation to whom an approval is given under section 59, andin relation to an authorised person, means a person in relation to whom such approval is given on the application of the authorised person;

“director”, in relation to an authorised person, has the same meaning as in section 64A;

“employee”, in relation to a person, has the same meaning as in section 64A.

(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Misconduct: action by the PRA

66B

(1) For the purposes of action by the PRA under section 66, a person is guilty of misconduct if any of conditions A to C is met in relation to the person.

(2) Condition A is that—

(a) the person has at any time failed to comply with rules made by the PRA under section 64A, and

(b) at that time the person was—

(i) an approved person, ...

(ii) an employee of a ... PRA-authorised person , or

(iii) a director of a PRA-authorised person.

(3) Condition B is that—

(a) the person has at any time been knowingly concerned in a contravention of a relevant requirement by a PRA-authorised person, and

(b) at that time the person was—

(i) an approved person in respect of the performance of a relevant senior management function in relation to the carrying on by the PRA-authorised person of a regulated activity, ...

(ii) an employee of the PRA-authorised person , or

(iii) a director of the PRA-authorised person.

(4) In this section “relevant requirement” means a requirement—

(a) imposed by or under this Act, ...

(aa) imposed by or under the Securitisation Regulations 2024, or

(b) imposed by any qualifying provision specified, or of a description specified, for the purposes of this subsection by the Treasury by order.

(5) Condition C is that—

(a) the person has at any time been a senior manager in relation to a ... PRA-authorised person,

(b) there has at that time been (or continued to be) a contravention of a relevant requirement by the authorised person, ...

(c) the senior manager was at that time responsible for the management of any of the authorised person's activities in relation to which the contravention occurred , and

(d) the senior manager did not take such steps as a person in the senior manager's position could reasonably be expected to take to avoid the contravention occurring (or continuing).

(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7) For the purposes of subsection (5)—

“senior manager”, in relation to a ... PRA-authorised person, means a person who has approval under section 59 to perform a designated senior management function in relation to the carrying on by the authorised person of a regulated activity;

(8) In this section—

“approved person”—means a person in relation to whom—the PRA has given its approval under section 59, orthe FCA has given its approval under section 59 in respect of the performance by the person of a relevant senior management function in relation to the carrying on by a PRA-authorised person of a regulated activity, andin relation to an authorised person, means a person in relation to whom approval under section 59 is given on the application of the authorised person;

“director”, in relation to an authorised person, has the same meaning as in section 64A;

“employee”, in relation to a person, has the same meaning as in section 64A;

“relevant senior management function” means a function which the PRA is satisfied is a senior management function as defined in section 59ZA (whether or not the function has been designated as such by the FCA).

(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Disciplinary measures: procedure and right to refer to Tribunal.

67

(1) If a regulator proposes to take action against a person under section 66, it must give him a warning notice; and if it proposes to take action under subsection (3)(aa) , (ab) or (ac) of that section, it must also give each of the other interested parties a warning notice.

(2) A warning notice about a proposal to impose a penalty must state the amount of the penalty.

(2A) A warning notice about a proposal—

(a) to suspend an approval, or

(b) to impose a condition in relation to the performance of a function,

must state the period for which the suspension or condition is to have effect.

(2B) A warning notice about a proposal to limit the period for which an approval is to have effect must state the length of that period.

(3) A warning notice about a proposal to publish a statement must set out the terms of the statement.

(4) If a regulator decides to take action against a person under section 66, it must give him a decision notice; and if it decides to take action under subsection (3)(aa) , (ab) or (ac) of that section, it must also give each of the other interested parties a decision notice.

(5) A decision notice about the imposition of a penalty must state the amount of the penalty.

(5A) A decision notice about—

(a) the suspension of an approval, or

(b) the imposition of a condition in relation to the performance of a function,

must state the period for which the suspension or condition is to have effect.

(5B) A decision notice about limiting the period for which an approval is to have effect must state the length of that period.

(6) A decision notice about the publication of a statement must set out the terms of the statement.

(7) If a regulator decides to take action against a person under section 66, he may refer the matter to the Tribunal; and if the regulator decides to take action under section 66(3)(aa) , (ab) or (ac), each of the other interested parties may also refer the matter to the Tribunal.

(8) Approval” means an approval given under section 59.

(9) “Other interested parties”, in relation to a person (“A”) in relation to whom approval has been given, are—

(a) the person on whose application the approval was given (“B”); and

(b) the person by whom A's services are retained, if not B.

...

Publication.

68

After a statement under section 66 is published, the regulator publishing it must send a copy of it to the person concerned and to any person to whom a copy of the decision notice was given.

Statement of policy.

69

(1) Each regulator must prepare and issue a statement of its policy with respect to—

(a) the imposition of penalties, suspensions, conditions or limitations under section 66;

(b) the amount of penalties under that section; ...

(d) the period for which approvals under section 59 are to have effect as a result of a limitation under section 66.

(2) A regulator's policy in determining what the amount of a penalty should be , or what the period for which a suspension or restriction is to have effect should be, must include having regard to—

(a) the seriousness of the misconduct in question in relation to the nature of the principle or requirement concerned;

(b) the extent to which that misconduct was deliberate or reckless; and

(3) A regulator may at any time alter or replace a statement issued by it under this section.

(4) If a statement issued under this section is altered or replaced by a regulator, the regulator must issue the altered or replacement statement.

(5) A regulator must, without delay, give the Treasury a copy of any statement which it publishes under this section.

(6) A statement issued under this section by a regulator must be published by the regulator in the way appearing to the regulator to be best calculated to bring it to the attention of the public.

(7) The regulator may charge a reasonable fee for providing a person with a copy of the statement.

(8) In exercising, or deciding whether to exercise, its power under section 66 in the case of any particular misconduct, a regulator must have regard to any statement of policy published by it under this section and in force at the time when the misconduct in question occurred.

Statements of policy: procedure.

70

(1) Before a regulator issues a statement under section 69, the regulator must publish a draft of the proposed statement in the way appearing to the regulator to be best calculated to bring it to the attention of the public.

(2) The draft must be accompanied by notice that representations about the proposal may be made to the regulator within a specified time.

(3) Before issuing the proposed statement, the regulator must have regard to any representations made to it in accordance with subsection (2).

(4) If the regulator issues the proposed statement it must publish an account, in general terms, of—

(a) the representations made to it in accordance with subsection (2); and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (1) in a way which is, in the opinion of the regulator, significant, the regulator must (in addition to complying with subsection (4)) publish details of the difference.

(6) A regulator may charge a reasonable fee for providing a person with a copy of a draft published by it under subsection (1).

(7) This section also applies to a proposal to alter or replace a statement.

Breach of statutory duty

Actions for damages.

71

(1) A contravention of section 56(6) or 59(1) or (2) is actionable at the suit of a private person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.

(2) In prescribed cases, a contravention of that kind which would be actionable at the suit of a private person is actionable at the suit of a person who is not a private person, subject to the defences and other incidents applying to actions for breach of statutory duty.

(3) “Private person” has such meaning as may be prescribed.

“Relevant authorised person”

Meaning of “relevant authorised person”

71A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Removal of directors and senior executives and appointment of temporary manager

Removal of directors and senior executives

71B

(1) If the appropriate regulator is satisfied that the conditions in section 71D(1) and (2) are met in relation to a relevant firm, the appropriate regulator may require the firm to remove—

(a) any person who is a director of the firm;

(b) any person who is a senior executive of the firm.

(2) If the appropriate regulator imposes a requirement under subsection (1), the regulator may also require the relevant firm—

(a) to replace a director or senior executive who has been removed, and

(b) to take any step needed to give effect to the replacement, including, where necessary, calling a general meeting of the firm’s shareholders or members.

(3) If the appropriate regulator is satisfied that the condition in section 71D(4A) is met in relation to a person who is a director of an institution, of a financial holding company or of a mixed financial holding company, the appropriate regulator may require that institution, financial holding company or mixed financial holding company to remove that person from the board of directors.

Temporary manager

71C

(1) If the appropriate regulator is satisfied—

(a) in the case of a relevant firm, that the conditions in section 71D(1), (2) and (4) are met in relation to that firm, or

(b) in the case of a parent undertaking which is not a relevant firm, that the conditions in section 71D(1) and (4) are met in relation to that parent undertaking,

the appropriate regulator may appoint a person to act (or one or more persons to act jointly) as a temporary manager of that firm or that parent undertaking.

(2) Where the appropriate regulator makes an appointment under subsection (1) in relation to a parent undertaking which is not a relevant firm, the regulator may also require the undertaking to remove—

(a) all of its directors;

(b) all of its senior executives.

(3) A temporary manager may be appointed under subsection (1)—

(a) to replace the directors of a relevant firm or a parent undertaking where they have been removed in compliance with a requirement imposed under section 71B or subsection (2), or

(b) to work with the directors of a relevant firm or a parent undertaking.

(4) A temporary manager has the functions specified in the instrument of appointment (see section 71F).

(5) The functions which may be specified include (amongst other things)—

(a) ascertaining the financial position of the relevant firm or the parent undertaking;

(b) managing the business or part of the business of the relevant firm or the parent undertaking in order to preserve or restore the financial position of the firm or the parent undertaking;

(d) any function of the directors.

(6) The temporary manager may, with the consent of the appropriate regulator—

(a) require the directors to call a general meeting of the shareholders or members of the relevant firm or the parent undertaking, or

(b) in the case where all of the directors have been removed in compliance with a requirement imposed under section 71B or subsection (2), call a general meeting of the shareholders or members of the relevant firm or the parent undertaking.

(7) The temporary manager may propose business for consideration at the general meeting.

(8) If the temporary manager is being appointed to work with the directors, the appropriate regulator—

(a) may require the directors not to exercise specified functions during the period of appointment;

(b) may require the directors to consult the temporary manager, or obtain the consent of the temporary manager, before taking specified decisions or specified action.

“Specified” means specified in the requirement.

Sections 71B and 71C: conditions

71D

(1) The condition in this subsection is met in relation to a relevant firm or a parent undertaking if—

(a) there is a deterioration in the financial situation of the relevant firm or the parent undertaking which is a significant deterioration, or

(b) there is a serious infringement by the relevant firm or the parent undertaking of—

(i) a relevant requirement, or

(ii) its memorandum or articles of association or other constituent instrument.

(2) The condition in this subsection is met in relation to a relevant firm if it is not reasonably likely that the deterioration would be reversed or the infringement would be brought to an end by any measure defined as a “relevant measure” by article 107 of the Bank Recovery and Resolution (No. 2) Order 2014 (S.I. 2014/3348) which could be taken by the appropriate regulator under the provisions listed in subsection (3).

(3) The provisions mentioned in subsection (2) are—

(a) section 55J (variation or cancellation on initiative of regulator),

(b) section 55L (imposition of requirements by FCA),

(d) section 55PB (requirements relating to general meetings),

(e) section 56 (prohibition orders),

(f) section 63 (withdrawal of approval),

(g) section 63ZA (variation of senior manager’s approval at request of authorised person),

(h) section 63ZB (variation of senior manager’s approval on initiative of regulator),

(i) section 63A (power to impose penalties),

(j) section 66 (disciplinary powers),

(k) Part 12A (powers exercisable in relation to parent undertakings), or

(l) Part 14 (disciplinary measures).

(4) The condition in this subsection is met if the following action would not be sufficient to reverse the deterioration or bring the infringement to an end—

(a) in the case of a relevant firm, the imposition of one or more requirements under section 71B (removal and replacement of directors and senior executives); or

(b) in the case of a parent undertaking which is not a relevant firm, the exercise of any of the appropriate regulator’s powers under Part 12A.

(4A) The condition in this subsection is met in relation to a director of an institution, of a financial holding company or of a mixed financial holding company, if the director—

(a) is no longer of sufficiently good repute to perform their duties,

(b) no longer possesses sufficient knowledge, skills, experience, honesty, integrity or independence of mind to perform their duties, or

(5) For the purposes of this section—

(a) “relevant requirement” has the meaning given in section 204A;

(b) a deterioration in the financial situation of the relevant firm or the parent undertaking is significant if—

(i) in the case of a relevant firm, or a parent undertaking which is an authorised person, it no longer satisfies, or is likely to fail to satisfy, the threshold conditions relating to its financial resources which apply to it under Schedule 6;

(ii) in the case of a parent undertaking which is not an authorised person, the deterioration threatens the viability of the parent undertaking.

Temporary manager: further provisions in relation to the appointment

71E

(1) Before appointing a person to act as a temporary manager, the appropriate regulator must be satisfied that the person—

(a) has the qualifications, ability and knowledge to carry out the functions to be given to the temporary manager, and

(b) would not be subject to any conflict of interest as a result of the appointment.

(2) A person may not be appointed to act as a temporary manager for a period longer than one year, but is eligible for re-appointment (or further re-appointment) if subsection 71C(1) continues to apply in relation to the relevant firm or parent undertaking.

(3) The appropriate regulator may vary the terms of the appointment of a temporary manager, or remove the temporary manager, at any time.

(4) A temporary manager is not liable for damages in respect of anything done in good faith for the purposes of or in connection with the functions of the appointment (subject to section 8 of the Human Rights Act 1998).

Temporary manager: instrument of appointment

71F

(1) The power in section 71C(1) is to be exercised by an instrument of appointment.

(2) The instrument of appointment must—

(a) specify the functions of the temporary manager,

(b) specify the date on which the appointment of the temporary manager has effect,

(d) make provision for the resignation and replacement of the person who is appointed as the temporary manager.

(3) The instrument of appointment may—

(a) require the temporary manager to consult the appropriate regulator or other specified person before exercising specified functions,

(b) specify particular matters on which the appropriate regulator or other specified person must be consulted, and

(c) provide that the temporary manager is not to exercise specified functions without the consent of the appropriate regulator or other specified person.

(4) The instrument of appointment may require the temporary manager to make reports to the appropriate regulator, at specified times or intervals, on—

(a) the financial position of the relevant firm or the parent undertaking,

(b) the actions taken by the temporary manager during the course of the temporary manager’s appointment,

(5) In subsections (3) and (4), “specified” means specified in the instrument of appointment.

(6) The instrument of appointment may provide for the payment of remuneration and allowances to a temporary manager.

(7) Provision under subsection (6) may provide that the amounts are—

(a) to be paid by the appropriate regulator, or

(b) to be determined by the appropriate regulator and paid by the relevant firm or the parent undertaking.

(8) If a temporary manager—

(a) is appointed to replace the directors of the relevant firm or the parent undertaking, or

(b) is appointed to work with the directors of the relevant firm or the parent undertaking and has the power to represent that firm or parent undertaking,

the appropriate regulator must publish the instrument of appointment on its website.

Right to refer matters to the Tribunal

71G

(1) A relevant firm which is aggrieved by—

(a) the imposition of a requirement on that firm under section 71B, or

(b) the appointment, or the terms of the appointment, of a person to act as a temporary manager of that firm under section 71C(1),

may refer the matter to the Tribunal.

(1A) An institution, financial holding company or mixed financial holding company which is aggrieved by the imposition of a requirement on that institution or holding company under section 71B(3) may refer the matter to the Tribunal.

(2) A parent undertaking which is aggrieved by—

(a) the imposition of a requirement on that parent undertaking under section 71C(2), or

(b) the appointment, or the terms of the appointment, of a person to act as a temporary manager of that parent undertaking under section 71C(1),

may refer the matter to the Tribunal.

(3) A director (or a former director) of a relevant firm or a parent undertaking who is aggrieved by the imposition of a requirement on that director under section 71C(8) may refer the matter to the Tribunal.

(4) A director or senior executive (or a former director or senior executive) of a relevant firm or a parent undertaking who is aggrieved by the imposition of a requirement on that firm or parent undertaking under section 71B(1) or (2) or 71C(2) may refer the matter to the Tribunal.

(5) A director (or former director) of an institution, a financial holding company or a mixed financial holding company who is aggrieved by the imposition of a requirement on that institution or holding company under section 71B(3) may refer the matter to the Tribunal.

Removal of directors and senior executives and appointment of temporary manager: procedure

71H

(1) A requirement under section 71B or 71C(2) or (8) or the appointment of a temporary manager under section 71C(1) may be expressed to take effect immediately or on a specified date only if the appropriate regulator, having regard to the grounds for imposing the requirement or making the appointment, reasonably considers that it is necessary for the requirement or the appointment to take effect immediately or on that date.

(2) If either regulator proposes to impose a requirement on a relevant firm , institution, financial holding company or mixed financial holding company under section 71B or a parent undertaking under section 71C(2), or imposes such a requirement with immediate effect, it must give written notice—

(a) to that firm , institution, holding company or parent undertaking, and

(b) to each of the directors or senior executives to whom the requirement relates (“the interested parties”).

(3) If either regulator—

(a) proposes to appoint a person to act as a temporary manager under section 71C or to vary the terms on which such a person is appointed, or

(b) makes such an appointment or variation with immediate effect,

the regulator must give written notice to the relevant firm or the parent undertaking concerned.

(4) If either regulator proposes to impose a requirement on the directors under section 71C(8), or imposes such a requirement with immediate effect, the regulator must give written notice to each director.

(5) A notice given under subsection (2) must—

(a) give details of the requirement,

(b) identify each of the directors or senior executives to whom the requirement relates,

(i) in the case of a notice given to the relevant firm , the financial holding company, the mixed financial holding company or the parent undertaking, in relation to each interested party;

(ii) in the case of a notice given to an interested party, in relation to that interested party,

(d) inform the relevant firm , the financial holding company, the mixed financial holding company or the parent undertaking and the interested parties that each of them may make representations to the regulator within such period as may be specified in the notice (whether or not the matter has been referred to the Tribunal),

(e) state when the requirement takes effect, and

(f) inform the relevant firm , the financial holding company, the mixed financial holding company or the parent undertaking and each of the interested parties of their right to refer the matter to the Tribunal.

(6) A notice given under subsection (3) must—

(a) state when the appointment or variation takes effect, and be accompanied by the instrument, or revised instrument, of appointment,

(b) give the regulator’s reasons for making the appointment or variation,

(c) inform the relevant firm or the parent undertaking that it may make representations to the regulator within such period as may be specified in the notice (whether or not the matter has been referred to the Tribunal), and

(d) inform the relevant firm or the parent undertaking of its right to refer the matter to the Tribunal.

(7) A notice given under subsection (4) must—

(a) give details of the requirement,

(b) give the regulator’s reasons for imposing the requirement,

(d) inform the director that the director may make representations to the regulator within such period as may be specified in the notice (whether or not the matter has been referred to the Tribunal), and

(e) inform the director of the director’s right to refer the matter to the Tribunal.

(8) The regulator may extend the period allowed by the notice given under subsection (2), (3) or (4) for making representations.

(9) If, having considered any representations made by a person to whom notice (the “original notice”) has been given under subsection (2), (3) or (4), the regulator decides—

(a) to impose the requirement, make the appointment or vary the terms of an appointment in accordance with the original notice, or

(b) not to rescind the imposition of any such requirement or the making of any such appointment or variation which has already taken effect,

the regulator must give written notice to each person to whom the original notice was given.

(10) A notice under subsection (9) must inform the person to whom it is given of the right of that person to refer the matter to the Tribunal and give an indication of the procedure on such a reference.

(11) If, having considered any representations made by a person to whom notice (the “original notice”) has been given under subsection (2), (3) or (4), the regulator decides—

(a) to impose a requirement, make an appointment or a vary the terms of an appointment in a way that is different from the requirement, appointment or variation described in the original notice,

(b) not to impose the requirement, make the appointment or vary the terms of an appointment in accordance with the original notice, or

(c) to rescind the imposition of any such requirement, or the making of any such appointment or variation that has already taken effect,

the regulator must give written notice to each person to whom the original notice was given.

(12) A notice under subsection (11)(a) about the imposition of a requirement under section 71B or 71C(2) must comply with subsection (5).

(13) A notice under subsection (11)(a) about the appointment of a person as a temporary manager or the variation of the terms of the appointment of a person as a temporary manager must comply with subsection (6).

(14) A notice under subsection (11)(a) about the imposition of a requirement under section 71C(8) must comply with subsection (7).

(15) In this section, any reference to “appointment” includes “re-appointment”.

Sections 71B to 71H: interpretation

71I

(1) For the purposes of sections 71B to 71H “relevant firm” means—

(a) a bank as defined in section 2 of the Banking Act 2009,

(b) a building society as defined in section 119 of the Building Societies Act 1986, or

(2) For the purposes of sections 71C to 71H, “parent undertaking” means an institution, financial holding company or mixed financial holding company which—

(a) is incorporated in, or formed under the law of, any part of the United Kingdom,

(b) is a UK parent, and

(i) has a subsidiary which is an institution, or

(ii) holds a participation (within the meaning given by Article 4.1(35) of the capital requirements regulation) in an institution.

(3) For the purposes of subsection (2), an institution, financial holding company or mixed financial holding company is a UK parent if it is not itself the subsidiary of an institution, financial holding company or mixed financial holding company set up in the United Kingdom.

(4) In sections 71B to 71H and this section—

“institution” means a credit institution or an investment firm as defined in article 2(1) of the Bank Recovery and Resolution (No. 2) Order 2014;

“financial holding company” and “mixed financial holding company” have the meanings given in Article 4.1(20) and 4.1(21) of the capital requirements regulation.

(5) For the purposes of sections 71B to 71H—

“appropriate regulator” means—in relation to a PRA-authorised person, the PRA,in relation to any other authorised person, the FCA,in relation to a parent undertaking that is not an authorised person—the PRA, where the PRA is the consolidating supervisor in relation to that undertaking;the FCA, where the FCA is the consolidating supervisor in relation to that undertaking; in relation to a financial holding company or mixed financial holding company which is not a parent undertaking—the PRA, where the holding company is approved by the PRA under Part 12B;the FCA in all other cases;

“consolidating supervisor” means the competent authority responsible for the exercise of supervision on the basis of the consolidated situation (within the meaning of Article 4.1(47) of the capital requirements regulation) of an institution which is a UK parent;

“director” includes, in relation to an undertaking which has no board of directors, a member of the equivalent management body responsible for the management of the undertaking concerned;

“senior executive”, in relation to a relevant firm or a parent undertaking, means a person who—exercises executive functions within that firm or that undertaking; andis responsible, and directly accountable to the directors, for the day to day management of that firm or that undertaking.

PART 5A — Designated activities

CHAPTER 1 — GENERAL PROVISIONS

Designated activities

71K

(1) The Treasury may by regulations provide for an activity of a specified description to be a designated activity for the purposes of this Act.

(2) Regulations under this section are referred to in this Act as designated activity regulations.

(3) Designated activity regulations may provide for an activity to be a designated activity only if the activity relates or is connected to—

(a) the financial markets or exchanges of the United Kingdom, or

(b) financial instruments, financial products or financial investments that are (or are proposed to be) issued or sold to, or by, persons in the United Kingdom.

(4) The description of an activity as a designated activity may be framed by reference to—

(a) the way in which the activity is carried on, or

(b) the description of persons who carry on the activity.

(5) Schedule 6B contains examples of activities that may be specified as designated activities.

(6) Nothing in Schedule 6B limits the powers conferred by subsection (1).

(7) The financial instruments, financial products and financial investments mentioned in subsection (3)(b) may include cryptoassets.

Restrictions on carrying on of designated activities

71L

(1) A person must not carry on a designated activity if, or to the extent that, designated activity regulations prohibit the carrying on of that activity.

(2) A person carrying on a designated activity that is not prohibited by virtue of subsection (1) must comply with—

(a) designated activity rules relating to that activity, and

(b) any other requirements imposed in relation to that activity by designated activity regulations.

(3) For the purposes of this Act designated activity rules are rules made under section 71N.

Designated activity regulations: general

71M

(1) Designated activity regulations may make provision generally in relation to the carrying on of designated activities.

(2) The following are examples of provision that may be made by designated activity regulations—

(a) provision about cases in which the restrictions imposed by section 71L are to apply to persons carrying on a designated activity outside the United Kingdom;

(b) provision supplementing, or in connection with, any requirements relating to a designated activity under designated activity rules.

(3) Designated activity regulations may—

(a) provide for exemptions (including exemptions that are subject to specified conditions);

(b) confer powers on the Treasury or the FCA.

Designated activities: rules

71N

(1) The FCA may make rules relating to designated activities.

(2) The power under subsection (1) is only exercisable in so far as designated activity regulations provide for the FCA to make rules—

(a) relating to the designated activity, or

(b) relating to specified matters relating to designated activities.

(3) The FCA may by notice suspend any rules made under subsection (1) for such period as it considers appropriate.

(4) Rules under subsection (1) may include provision enabling requirements imposed by the rules to be dispensed with, or modified, in such cases or circumstances as may be determined by the FCA under the rules (subject to subsection (5)).

(5) The powers under subsections (3) and (4) are only exercisable in such circumstances as may be specified in designated activity regulations.

(6) Before suspending any rules in accordance with subsection (3), the FCA must consult the PRA.

(7) A notice under subsection (3) must be published by the FCA in the way appearing to the FCA to be best calculated to bring it to the attention of persons likely to be affected by it.

(8) The reference in section 137T(a) (supplementary powers) to “authorised persons” includes, in relation to rules made under this section, a reference to any persons to whom the rules under this section apply.

Designated activities: directions

71O

(1) The FCA may by directions impose such requirements on a person, or such description of persons, relating to the carrying on of designated activities as the FCA considers appropriate.

(2) The power under subsection (1) is only exercisable in so far as designated activity regulations provide for the FCA to make directions relating to the designated activity.

(3) A requirement may, in particular, be imposed so as to require the person concerned—

(a) to take specified action, or

(b) to refrain from taking specified action.

(4) A requirement may extend to activities which are not designated activities.

(5) A direction under this section—

(a) may specify the way in which, and the time by which, a thing is to be done;

(b) may be varied;

(6) The FCA may at any time revoke a direction under this section by notice.

(7) The revocation of a direction does not affect the validity of anything previously done in accordance with it.

(8) A direction or notice under this section must be given in writing to the person or persons to whom it applies.

(9) But if in the circumstances the FCA considers it appropriate, the FCA may, in addition to, or instead of, proceeding under subsection (8), publish the direction or notice in the way appearing to the FCA to be best calculated to bring it to the attention of persons likely to be affected by it.

(10) Designated activity regulations may make provision for the exercise of the power under subsection (1) to be subject to such conditions as may be specified in the regulations.

(11) Provision under subsection (10) may (among other things) require, where the exercise of the power relates to a PRA-authorised person, consultation with the PRA.

(12) The imposition of a requirement that expires at the end of a specified period does not affect the FCA’s power to impose a new requirement.

Designated activities: liability

71P

(1) Designated activity regulations may make provision about liability and compensation in connection with this Part.

(2) A contravention of a requirement under designated activity regulations or designated activity rules—

(a) does not, except as provided by designated activity regulations under section 71Q or by regulations under section 71R, make a person guilty of an offence;

(b) does not, except as provided by designated activity regulations—

(i) make any transaction void or unenforceable, or

(ii) give rise to any action for breach of statutory duty.

(3) Designated activity regulations may in particular—

(a) in cases where the regulations make provision for liability, make provision excluding civil liability (whether generally or to such extent as may be specified),

(b) make provision for liability to be determined in accordance with designated activity rules,

(c) make provision so that a person being subject to a liability includes another person being entitled as against that person to rescind or repudiate an agreement, and

(d) make provision for the purposes of subsection (1) by applying provisions of this Act with or without modifications.

Designated activities: enforcement

71Q

(1) Designated activity regulations may make provision about enforcement in connection with this Part.

(2) Provision about enforcement includes (among other things) provision—

(a) requiring the supply of information;

(b) about investigations (including the making of reports);

(d) conferring powers of inspection, search and seizure;

(e) conferring powers of censure;

(f) imposing monetary penalties;

(g) about appeals;

(h) conferring functions (including functions involving the exercise of a discretion) on a person.

(3) Designated activity regulations may in particular make provision for the purposes of subsection (1) by applying provisions of this Act with or without modifications, including any criminal offences created by this Act (and modifications made by virtue of this subsection may widen the scope of any such offences).

(4) The power under this section includes power to amend or repeal provisions of this Act.

Designated activities and rules: connected amendments

71R

(1) The Treasury may by regulations make such modifications to provision made by or under this Act or any other enactment as the Treasury consider appropriate for purposes of, or connected with, any designated activity regulations or designated activity rules.

(2) The power under subsection (1) may in particular be exercised for the purpose of removing or varying any requirement imposed by or under this Act so far as applying to the carrying on of any designated activity.

(3) The power under subsection (1) includes power to modify any criminal offence created by this Act (including by widening the scope of any such offence).

(4) In this section—

“enactment” includes—an enactment comprised in subordinate legislation (within the meaning given by section 21 of the Interpretation Act 1978),an enactment comprised in, or in an instrument made under, a Measure or Act of Senedd Cymru,an enactment comprised in, or in an instrument made under, an Act of the Scottish Parliament, andan enactment comprised in, or in an instrument made under, Northern Ireland legislation;

“modify” includes amend, repeal or revoke.

Designated activities regulations: Parliamentary control

71S

(1) This section applies to regulations which contain provision made under section 71K which provides for an activity of a specified description to be a designated activity.

(2) A statutory instrument containing regulations to which this section applies, other than regulations to which subsection (3) applies, may not be made unless a draft of the instrument has been laid before Parliament and approved by a resolution of each House.

(3) This subsection applies to regulations which contain a statement made by the Treasury that they are of the opinion that, by reason of urgency, it is necessary to make the regulations without a draft of the statutory instrument containing the regulations being laid and approved under subsection (2).

(4) Where subsection (3) applies to regulations, a statutory instrument containing the regulations must be laid before Parliament after being made.

(5) Regulations contained in a statutory instrument laid before Parliament under subsection (4) cease to have effect at the end of the period of 28 days beginning with the day on which the instrument is made unless, during that period, the instrument is approved by a resolution of each House of Parliament.

(6) In calculating the period of 28 days, no account is to be taken of any whole days that fall within a period during which—

(a) Parliament is dissolved or prorogued, or

(b) either House of Parliament is adjourned for more than four days.

(7) If regulations cease to have effect as a result of subsection (5), that does not—

(a) affect the validity of anything previously done under the regulations, or

(b) prevent the making of new regulations.

CHAPTER 2 — PROVISIONS RELATING TO PARTICULAR DESIGNATED ACTIVITIES

“Relevant designated activity” and “relevant Part 5A requirement”

Meaning of “relevant designated activity” and “relevant Part 5A requirement”

71T

(1) In this Act “relevant designated activity” means an activity that is a designated activity as a result of a provision specified in Part 1 of Schedule 6C.

(2) In this Act “relevant Part 5A requirement” means, in relation to a provision of this Act listed in the first column of the Table in Part 2 of Schedule 6C, a requirement that—

(a) is imposed by virtue of any of the designated activity regulations specified in the corresponding entry in the second column, and

(b) is of any of the descriptions specified in the corresponding entry in the third column.

Procedure relating to relevant Part 5A directions

Meaning of “relevant Part 5A direction” for purposes of this Chapter

71U

For the purposes of this Chapter a “relevant Part 5A direction” is a direction given under section 71O by virtue of designated activity regulations that are specified in the first column of the Table in Part 3 of Schedule 6C, other than a direction (if any) of a description specified in the corresponding entry in the second column.

Procedure for giving, varying or revoking relevant Part 5A direction

71V

(1) If the FCA proposes to give a relevant Part 5A direction, or gives such a direction with immediate effect, the FCA must give written notice to the person concerned (“P”).

(2) A relevant Part 5A direction takes effect—

(a) immediately, if the notice under subsection (1) states that that is the case,

(b) on such other date as may be specified in the notice, or

(3) A relevant Part 5A direction may be expressed to take effect immediately, or on a specified date, only if the FCA, having regard to the ground on which it is exercising the power to give the direction, considers that it is necessary for the direction to take effect immediately, or on that date.

(4) The notice under subsection (1) must—

(a) give details of the direction,

(b) state the FCA’s reasons for the direction and for its determination as to when the direction takes effect,

(c) inform P that P may make representations to the FCA within such period as may be specified in the notice (whether or not P has referred the matter to the Tribunal), and

(d) inform P of P’s right to refer the matter to the Tribunal.

(5) The FCA may extend the period allowed under the notice for making representations.

(6) If, having considered any representations made by P, the FCA decides—

(a) to give the direction proposed, or

(b) if the direction has been given, not to revoke the direction,

it must give P written notice.

(7) If, having considered any representations made by P, the FCA decides—

(a) not to give the direction proposed,

(b) to give a different direction, or

it must give P written notice.

(8) A notice under subsection (6) must inform P of P’s right to refer the matter to the Tribunal.

(9) A notice under subsection (7)(b) must comply with subsection (4).

(10) If a notice informs P of P’s right to refer a matter to the Tribunal, it must give an indication of the procedure on such a reference.

(11) This section applies to the variation of a direction—

(a) on the FCA’s own initiative, or

(b) in response to, but otherwise than in accordance with, an application under section 71W,

as it applies to the giving of a direction.

(12) If the FCA decides on its own initiative to revoke a direction, it must give written notice to the person concerned.

(13) For the purposes of subsection (2)(c), whether a matter is open to review is to be determined in accordance with section 391(8).

Application for variation or revocation of relevant Part 5A direction

71W

(1) A person to whom a relevant Part 5A direction has been given may apply to the FCA for the variation or revocation of the direction.

(2) An application for the variation of a direction must contain a statement of the desired variation.

(3) An application under this section must—

(a) be made in such manner as the FCA may direct, and

(b) contain, or be accompanied by, such information as the FCA may reasonably require.

(4) At any time after the application is received and before it is determined, the FCA may require the applicant to provide it with such further information as it reasonably considers necessary to enable it to determine the application.

(5) Different directions under subsection (3)(a) may be given, and different requirements under subsection (3)(b) or (4) imposed, in relation to different applications or categories of application.

(6) The FCA may require an applicant to provide information which the applicant is required to provide to it under this section in such form, or to verify it in such a way, as the FCA may direct.

(7) The applicant may withdraw the application, by giving the FCA written notice, at any time before the FCA determines it.

Determination of application under section 71W

71X

(1) This section applies in relation to an application under section 71W for the variation or revocation of a direction, and in this section the applicant is referred to as “A”.

(2) If the FCA grants the application, it must give A written notice stating the date from which the variation or revocation has effect.

(3) If the FCA proposes to refuse to revoke or vary the direction, it must give A written notice.

(4) A notice under subsection (3) must—

(a) state the FCA’s reasons for the refusal,

(b) inform A that A may make representations to the FCA within such period as may be specified in the notice (whether or not A has referred the matter to the Tribunal), and

(5) The FCA may extend the period allowed for making representations.

(6) If, having considered any representations made by A, the FCA decides to refuse to vary or revoke the direction, it must give A written notice.

(7) A notice under subsection (6) must inform A of A’s right to refer the matter to the Tribunal.

(8) If a notice informs A of A’s right to refer a matter to the Tribunal, it must give an indication of the procedure on such a reference.

Relevant Part 5A direction: right to refer to Tribunal

71Y

A person who is aggrieved by the exercise by the FCA of its powers in relation to a relevant Part 5A direction given to that person may refer the matter to the Tribunal.

Part VI — Official Listing

...

The competent authority.

72

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

General duty of the competent authority.

73

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Rules

Part 6 Rules

73A

(1) The FCA may make rules (“Part 6 rules”) for the purposes of this Part.

(2) Provisions of Part 6 rules expressed to relate to the official list are referred to in this Part as “listing rules”.

(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6) Transparency rules and corporate governance rules are not listing rules ... ..., but are Part 6 rules.

The official list

The official list.

74

(1) The FCA must maintain the official list.

(2) The FCA may admit to the official list such securities and other things as it considers appropriate.

(3) But—

(a) nothing may be admitted to the official list except in accordance with this Part; and

(b) the Treasury may by order provide that anything which falls within a description or category specified in the order may not be admitted to the official list.

(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5) In the following provisions of this Part—

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

“listing” means being included in the official list in accordance with this Part.

Listing

Applications for listing.

75

(1) Admission to the official list may be granted only on an application made to the FCA in such manner as may be required by listing rules.

(2) No application for listing may be entertained by the FCA unless it is made by, or with the consent of, the issuer of the securities concerned.

(3) No application for listing may be entertained by the FCA in respect of securities which are to be issued by a body of a prescribed kind.

(4) The FCA may not grant an application for listing unless it is satisfied that—

(a) the requirements of listing rules (so far as they apply to the application), and

(b) any other requirements imposed by the FCA in relation to the application,

are complied with.

(5) An application for listing may be refused if, for a reason relating to the issuer, the FCA considers that granting it would be detrimental to the interests of investors.

(6) An application for listing securities which are already listed in a country or territory outside the United Kingdom may be refused if the issuer has failed to comply with any obligations to which he is subject as a result of that listing.

Decision on application.

76

(1) The FCA must notify the applicant of its decision on an application for listing—

(a) before the end of the period of six months beginning with the date on which the application is received; or

(b) if within that period the FCA has required the applicant to provide further information in connection with the application, before the end of the period of six months beginning with the date on which that information is provided.

(2) If the FCA fails to comply with subsection (1), it is to be taken to have decided to refuse the application.

(3) If the FCA decides to grant an application for listing, it must give the applicant written notice.

(4) If the FCA proposes to refuse an application for listing, it must give the applicant a warning notice.

(5) If the FCA decides to refuse an application for listing, it must give the applicant a decision notice.

(6) If the FCA decides to refuse an application for listing, the applicant may refer the matter to the Tribunal.

(7) If securities are admitted to the official list, their admission may not be called in question on the ground that any requirement or condition for their admission has not been complied with.

Discontinuance and suspension of listing.

77

(1) The FCA may, in accordance with listing rules, discontinue the listing of any securities if satisfied that there are special circumstances which preclude normal regular dealings in them.

(2) The FCA may, in accordance with listing rules, suspend the listing of any securities.

(2A) The FCA may discontinue under subsection (1) or suspend under subsection (2) the listing of any securities on its own initiative or on the application of the issuer of those securities.

(3) If securities are suspended under subsection (2) they are to be treated, for the purposes of section 96 and paragraph 23(6) of Schedule 1ZA, as still being listed.

(3A) If securities have been suspended by the Bank of England under section 19, 39B or 48L of the Banking Act 2009 or paragraph 44 or 65 of Schedule 11 to the Financial Services and Markets Act 2023, the FCA may, following consultation with the Bank of England, cancel the suspension.

(4) This section applies to securities whenever they were admitted to the official list.

(5) If the FCA discontinues or suspends the listing of any securities, on its own initiative, the issuer may refer the matter to the Tribunal.

Discontinuance or suspension: procedure.

78

(1) A discontinuance or suspension by the FCA on its own initiative takes effect—

(a) immediately, if the notice under subsection (2) states that that is the case;

(b) in any other case, on such date as may be specified in that notice.

(2) If on its own initiative the FCA—

(a) proposes to discontinue or suspend the listing of securities, or

(b) discontinues or suspends the listing of securities with immediate effect,

it must give the issuer of the securities written notice.

(3) The notice must—

(a) give details of the discontinuance or suspension;

(b) state the FCA's reasons for the discontinuance or suspension and for choosing the date on which it took effect or takes effect;

(c) inform the issuer of the securities that he may make representations to the FCA within such period as may be specified in the notice (whether or not he has referred the matter to the Tribunal);

(d) inform him of the date on which the discontinuance or suspension took effect or will take effect; and

(e) inform him of his right to refer the matter to the Tribunal.

(4) The FCA may extend the period within which representations may be made to it.

(5) If, having considered any representations made by the issuer of the securities, the FCA decides—

(a) to discontinue or suspend the listing of the securities, or

(b) if the discontinuance or suspension has taken effect, not to cancel it,

the FCA must give the issuer of the securities written notice.

(6) A notice given under subsection (5) must inform the issuer of the securities of his right to refer the matter to the Tribunal.

(7) If a notice informs a person of his right to refer a matter to the Tribunal, it must give an indication of the procedure on such a reference.

(8) If the FCA decides—

(a) not to discontinue or suspend the listing of the securities, or

(b) if the discontinuance or suspension has taken effect, to cancel it,

the FCA must give the issuer of the securities written notice.

(9) The effect of cancelling a discontinuance is that the securities concerned are to be readmitted, without more, to the official list.

(10) If—

(a) the FCA has suspended the listing of securities on its own initiative, or securities have been suspended by the Bank of England under section 19, 39B or 48L of the Banking Act 2009, or paragraph 44 or 65 of Schedule 11 to the Financial Services and Markets Act 2023 and

(b) the FCA proposes to refuse an application by the issuer of the securities for the cancellation of the suspension,

the FCA must give the issuer a warning notice.

(11) The FCA must, having considered any representations made in response to the warning notice—

(a) if it decides to refuse the application, give the issuer of the securities a decision notice;

(b) if it grants the application, give him written notice of its decision.

(12) If the FCA decides to refuse an application for the cancellation of the suspension of listed securities, the applicant may refer the matter to the Tribunal.

(13) “Discontinuance” means a discontinuance of listing under section 77(1).

(14) “Suspension” means a suspension of listing under section 77(2) and in subsections (10) and (12), includes a suspension of listing under section 19, 39B or 48L of the Banking Act 2009 or paragraph 44 or 65 of Schedule 11 to the Financial Services and Markets Act 2023.

Discontinuance or suspension at the request of the issuer: procedure

78A

(1) A discontinuance or suspension by the FCA on the application of the issuer of the securities takes effect—

(a) immediately, if the notification under subsection (2) so provides;

(b) in any other case, on such date as may be provided for in that notification.

(2) If the FCA discontinues or suspends the listing of securities on the application of the issuer of the securities it must notify the issuer (whether in writing or otherwise).

(3) The notification must—

(a) notify the issuer of the date on which the discontinuance or suspension took effect or will take effect, and

(b) notify the issuer of such other matters (if any) as are specified in listing rules.

(4) If the FCA proposes to refuse an application by the issuer of the securities for the discontinuance or suspension of the listing of the securities, it must give him a warning notice.

(5) The FCA must, having considered any representations made in response to the warning notice, if it decides to refuse the application, give the issuer of the securities a decision notice.

(6) If the FCA decides to refuse an application by the issuer of the securities for the discontinuance or suspension of the listing of the securities, the issuer may refer the matter to the Tribunal.

(7) If the FCA has suspended the listing of securities on the application of the issuer of the securities and proposes to refuse an application by the issuer for the cancellation of the suspension, it must give him a warning notice.

(8) The FCA must, having considered any representations made in response to the warning notice—

(a) if it decides to refuse the application for the cancellation of the suspension, give the issuer of the securities a decision notice;

(b) if it grants the application, give him written notice of its decision.

(9) If the FCA decides to refuse an application for the cancellation of the suspension of listed securities, the applicant may refer the matter to the Tribunal.

(10) “Discontinuance” means a discontinuance of listing under section 77(1).

(11) “Suspension” means a suspension of listing under section 77(2).

Listing particulars

Listing particulars and other documents.

79

(1) Listing rules may provide that securities ... of a kind specified in the rules may not be admitted to the official list unless—

(a) listing particulars have been submitted to, and approved by, the FCA and published; or

(b) in such cases as may be specified by listing rules, such document (other than listing particulars or a prospectus of a kind required by listing rules) as may be so specified has been published.

(2) “Listing particulars” means a document in such form and containing such information as may be specified in listing rules.

(3) For the purposes of this Part, the persons responsible for listing particulars are to be determined in accordance with regulations made by the Treasury.

(3A) Listing rules made under subsection (1) may not specify securities of a kind for which a prospectus is required as a result of rules made by virtue of the Public Offers and Admissions to Trading Regulations 2024.

(4) Nothing in this section affects the FCA's general power to make listing rules.

General duty of disclosure in listing particulars.

80

(1) Listing particulars submitted to the FCA under section 79 must contain all such information as investors and their professional advisers would reasonably require, and reasonably expect to find there, for the purpose of making an informed assessment of—

(a) the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities; and

(b) the rights attaching to the securities.

(2) That information is required in addition to any information required by—

(a) listing rules, or

(b) the FCA,

as a condition of the admission of the securities to the official list.

(3) Subsection (1) applies only to information—

(a) within the knowledge of any person responsible for the listing particulars; or

(b) which it would be reasonable for him to obtain by making enquiries.

(4) In determining what information subsection (1) requires to be included in listing particulars, regard must be had (in particular) to—

(a) the nature of the securities and their issuer;

(b) the nature of the persons likely to consider acquiring them;

(c) the fact that certain matters may reasonably be expected to be within the knowledge of professional advisers of a kind which persons likely to acquire the securities may reasonably be expected to consult; and

(d) any information available to investors or their professional advisers as a result of requirements imposed on the issuer of the securities by a recognised investment exchange, by listing rules or by or under any other enactment.

Supplementary listing particulars.

81

(1) If at any time after the preparation of listing particulars which have been submitted to the FCA under section 79 and before the commencement of dealings in the securities concerned following their admission to the official list—

(a) there is a significant change affecting any matter contained in those particulars the inclusion of which was required by—

(i) section 80,

(ii) listing rules, or

(iii) the FCA, or

(b) a significant new matter arises, the inclusion of information in respect of which would have been so required if it had arisen when the particulars were prepared,

the issuer must, in accordance with listing rules, submit supplementary listing particulars of the change or new matter to the FCA, for its approval and, if they are approved, publish them.

(2) “Significant” means significant for the purpose of making an informed assessment of the kind mentioned in section 80(1).

(3) If the issuer of the securities is not aware of the change or new matter in question, he is not under a duty to comply with subsection (1) unless he is notified of the change or new matter by a person responsible for the listing particulars.

(4) But it is the duty of any person responsible for those particulars who is aware of such a change or new matter to give notice of it to the issuer.

(5) Subsection (1) applies also as respects matters contained in any supplementary listing particulars previously published under this section in respect of the securities in question.

Exemptions from disclosure.

82

(1) The FCA may authorise the omission from listing particulars of any information, the inclusion of which would otherwise be required by section 80 or 81, on the ground—

(a) that its disclosure would be contrary to the public interest;

(b) that its disclosure would be seriously detrimental to the issuer; or

(c) in the case of securities of a kind specified in listing rules, that its disclosure is unnecessary for persons of the kind who may be expected normally to buy or deal in securities of that kind.

(2) But—

(a) no authority may be granted under subsection (1)(b) in respect of essential information; and

(b) no authority granted under subsection (1)(b) extends to any such information.

(3) The Secretary of State or the Treasury may issue a certificate to the effect that the disclosure of any information (including information that would otherwise have to be included in listing particulars for which they are themselves responsible) would be contrary to the public interest.

(4) The FCA is entitled to act on any such certificate in exercising its powers under subsection (1)(a).

(5) This section does not affect any powers of the FCA under listing rules made as a result of section 101(2).

(6) “Essential information” means information which a person considering acquiring securities of the kind in question would be likely to need in order not to be misled about any facts which it is essential for him to know in order to make an informed assessment.

(7) “Listing particulars” includes supplementary listing particulars.

Registration of listing particulars.

83

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Contravention of prohibition relating to public offer of securities

Matters which may be dealt with by prospectus rules

84

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Contravention of prohibition relating to public offer of securities

85

(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) A person who contravenes regulation 12 of the Public Offers and Admissions to Trading Regulations 2024 (prohibition of public offers of relevant securities) is guilty of an offence and liable—

(a) on summary conviction, to imprisonment for a term not exceeding 3 months or a fine not exceeding the statutory maximum or both;

(b) on conviction on indictment, to imprisonment for a term not exceeding 2 years or a fine or both.

(4) A contravention of regulation 12 of the Public Offers and Admissions to Trading Regulations 2024 is actionable, at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exempt offers to the public and admissions to trading

86

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Election to have prospectus

87

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Approval of prospectus

Criteria for approval of prospectus by FCA

87A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exemptions from disclosure

87B

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consideration of application for approval

87C

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Procedure for decision to refuse an application for approval

87D

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transfer of application for approval of a prospectus

Transfer by FCA of application for approval

87E

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transfer to FCA of application for approval

87F

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Final terms

87FA

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Communication of final terms by FCA

87FB

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Supplementary prospectus

87G

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Passporting

Prospectus approved in another EEA State

87H

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Provision of information to host Member State

87I

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transferable securities: powers of FCA

Requirements imposed as condition of approval

87J

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Power to suspend scrutiny of prospectus

87JA

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Power to refuse approval of a prospectus

87JB

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Power to suspend , restrict or prohibit offer to the public

87K

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .