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

(1) The FCA may take action against a sponsor under this section if it considers that the sponsor has contravened a requirement or restriction imposed on the sponsor by rules made as a result of section 88(3)(c) or (e).

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

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

(b) suspend, for such period as it considers appropriate, the sponsor's approval;

(c) impose, for such period as it considers appropriate, such limitations or other restrictions in relation to the performance of services to which the sponsor's approval relates as it considers appropriate;

(d) publish a statement to the effect that the sponsor has contravened a requirement or restriction imposed on the sponsor by rules made as a result of section 88(3)(c) or (e).

(3) The period for which a suspension or restriction is to have effect may not exceed 12 months.

(4) A suspension may relate only to the performance in specified circumstances of a service to which the approval relates.

(5) A restriction may, in particular, be imposed so as to require the sponsor to take, or refrain from taking, specified action.

(6) The FCA may—

(a) withdraw a suspension or restriction; or

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

(7) The FCA may not take action against a sponsor under this section after the end of the limitation period unless, before the end of that period, it has given a warning notice to the sponsor under section 88B(1).

(8) “The limitation period” means the period of 3 years beginning with the first day on which the FCA knew that the sponsor had contravened the requirement or restriction.

(9) For this purpose the FCA is to be treated as knowing that a sponsor has contravened a requirement or restriction if it has information from which that can reasonably be inferred.

Action under s.88A: procedure and right to refer to Tribunal

88B

(1) If the FCA proposes to take action against a sponsor under section 88A, it must give the sponsor a warning notice.

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

(3) A warning notice about a proposal—

(a) to suspend an approval, or

(b) to impose a restriction in relation to the performance of a service,

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

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

(5) If the FCA decides to take action against a sponsor under section 88A, it must give the sponsor a decision notice.

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

(7) A decision notice about—

(a) the suspension of an approval, or

(b) the imposition of a restriction in relation to the performance of a service,

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

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

(9) If the FCA decides to take action against a sponsor under section 88A, the sponsor may refer the matter to the Tribunal.

Action under s.88A: statement of policy

88C

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

(a) the imposition of penalties, suspensions or restrictions under section 88A,

(b) the amount of penalties under that section, and

(2) The FCA'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 contravention in question in relation to the nature of the requirement concerned,

(b) the extent to which that contravention was deliberate or reckless, and

(3) The FCA may at any time alter or replace a statement issued under this section.

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

(5) In exercising, or deciding whether to exercise, its power under section 88A in the case of any particular contravention, the FCA must have regard to any statement of policy published under this section and in force at a time when the contravention in question occurred.

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

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

(8) The FCA must, without delay, give the Treasury a copy of any statement which it publishes under this section.

Statement of policy under s.88C: procedure

88D

(1) Before issuing a statement under section 88C, the FCA must publish a draft of the proposed statement in the way appearing to the FCA 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 FCA within a specified time.

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

(4) If the FCA 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 FCA, significant, the FCA must (in addition to complying with subsection (4)) publish details of the difference.

(6) The FCA may charge a reasonable fee for providing a person with a copy of a draft published under subsection (1).

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

Powers exercisable to advance operational objectives

88E

(1) The FCA may take action against a sponsor under this section if it considers that it is desirable to do so in order to advance one or more of its operational objectives.

(2) If the FCA is entitled to take action under this section against a sponsor, it may—

(a) suspend, for such period as it considers appropriate, the sponsor's approval, or

(b) impose, for such period as it considers appropriate, such limitations or other restrictions in relation to the performance of services to which the sponsor's approval relates as it considers appropriate.

(3) A suspension may relate only to the performance in specified circumstances of a service to which the approval relates.

(4) A restriction may, in particular, be imposed so as to require the sponsor to take, or refrain from taking, specified action.

(5) The FCA may—

(a) withdraw a suspension or restriction, or

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

(6) A person against whom the FCA takes action under this section may refer the matter to the Tribunal.

Action under s.88E: procedure

88F

(1) Action against a sponsor under section 88E takes effect—

(a) immediately, if the notice given under subsection (3) so provides, or

(b) on such later date as may be specified in the notice.

(2) If the FCA—

(a) proposes to take action against a sponsor under that section, or

(b) takes action against a sponsor under that section with immediate effect,

it must give the sponsor written notice.

(3) The notice must—

(a) give details of the action,

(b) state the FCA's reasons for taking the action and for its determination as to when the action takes effect,

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

(d) inform the sponsor of when the action takes effect,

(e) inform the sponsor of the right to refer the matter to the Tribunal, and

(f) give an indication of the procedure on such a reference.

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

(5) If the FCA decides—

(a) to take the action in the way proposed, or

(b) if the action has taken effect, not to rescind it,

the FCA must give the sponsor written notice.

(6) If the FCA decides—

(a) not to take the action in the way proposed,

(b) to take action under section 88E that differs from the action originally proposed, or

the FCA must give the sponsor written notice.

(7) A notice under subsection (5) must—

(a) inform the sponsor of the right to refer the matter to the Tribunal, and

(b) give an indication of the procedure on such a reference.

(8) A notice under subsection (6)(b) must comply with subsection (3).

Transparency obligations

Transparency rules

89A

(1) The FCA may make rules—

(a) imposing requirements in relation to the disclosure of periodic or ongoing information about issuers whose securities are admitted to trading on a regulated market, and

(b) dealing with matters arising out of or relating to such requirements.

(2) The rules may include provision for dealing with any matters dealt with in the transparency obligations directive or with any matters that, when the United Kingdom was a member State, would have been matters arising out of or related to any provision of the transparency obligations directive.

(3) The FCA may also make rules—

(a) for the purpose of ensuring that voteholder information in respect of voting shares traded on a UK market other than a regulated market is made public or notified to the FCA;

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) Rules under this section may, in particular, make provision—

(a) specifying how the proportion of—

(i) the total voting rights in respect of shares in an issuer, or

(ii) the total voting rights in respect of a particular class of shares in an issuer,

held by a person is to be determined;

(b) specifying the circumstances in which, for the purposes of any determination of the voting rights held by a person (“P”) in respect of voting shares in an issuer, any voting rights held ... by another person in respect of voting shares in the issuer are to be regarded as held by P;

(d) about the form of any notification;

(e) requiring any notification to be given within a specified period;

(f) specifying the manner in which any information is to be made public and the period within which it must be made public;

(g) specifying circumstances in which any of the requirements imposed by rules under this section does not apply.

(4A) The provision that may be made by virtue of subsection (4)(g) includes (but is not limited to) provision, in the case of an issuer whose registered office is situated in a country or territory outside the United Kingdom, allowing exemption from specified provisions of rules under this section if—

(a) the law of that country or territory is considered by the FCA to lay down equivalent requirements, or

(b) the issuer complies with the requirements of the law of a country or territory that the FCA considers as equivalent.

(5) Rules under this section are referred to in this Part as “transparency rules”.

(6) Nothing in sections 89B to 89G affects the generality of the power to make rules under this section.

Provision of voteholder information

89B

(1) Transparency rules may make provision for voteholder information in respect of voting shares to be notified, in circumstances specified in the rules—

(a) to the issuer, or

(b) to the public,

or to both.

(2) Transparency rules may make provision for voteholder information notified to the issuer to be notified at the same time to the FCA.

(3) In this Part “voteholder information” in respect of voting shares means information relating to the proportion of voting rights held by a person in respect of the shares.

(4) Transparency rules may require notification of voteholder information relating to a person in accordance with the following provisions.

(5) Transparency rules ... may require notification of voteholder information relating to a person only where there is a notifiable change in the proportion of—

(a) the total voting rights in respect of shares in the issuer, or

(b) the total voting rights in respect of a particular class of share in the issuer,

held by the person.

(6) For this purpose there is a “notifiable change” in the proportion of voting rights held by a person when the proportion changes—

(a) from being a proportion less than a designated proportion to a proportion equal to or greater than that designated proportion,

(b) from being a proportion equal to a designated proportion to a proportion greater or less than that designated proportion, or

(c) from being a proportion greater than a designated proportion to a proportion equal to or less than that designated proportion.

(7) In subsection (6) “designated” means designated by the rules.

Provision of information by issuers of transferable securities

89C

(1) Transparency rules may make provision requiring the issuer of transferable securities, in circumstances specified in the rules—

(a) to make public information to which this section applies, or

(b) to notify to the FCA information to which this section applies,

or to do both.

(2) In the case of every issuer, this section applies to—

(a) an annual financial report which complies with subsection (5) and with such other requirements as may be specified;

(aa) in the case of an issuer which is—

(i) a mining or quarrying undertaking, or

(ii) a logging undertaking,

reports complying with specified requirements on payments to governments; and

(b) information relating to the rights attached to the transferable securities, including information about the terms and conditions of those securities which could indirectly affect those rights; ...

(3) In the case of an issuer of debt securities, this section also applies to a half-yearly financial report which covers the first 6 months of the financial year and complies with subsection (6) and with such other requirements as may be specified.

(4) In the case of an issuer of shares, this section also applies to—

(a) a half-yearly financial report which covers the first 6 months of the financial year and complies with subsection (6) and with such other requirements as may be specified;

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(i) notified to the issuer, or

(ii) relating to the proportion of voting rights held by the issuer in respect of shares in the issuer;

(d) information relating to the issuer's capital; and

(e) information relating to the total number of voting rights in respect of shares or shares of a particular class.

(5) An issuer's annual financial report must include—

(a) audited financial statements complying with specified requirements,

(b) a management report complying with specified requirements, and

(i) relate to the financial statements and the management report,

(ii) are made by the persons responsible within the issuer, and

(iii) comply with specified requirements.

(6) An issuer's half-yearly financial report must include—

(a) a condensed set of financial statements complying with specified requirements,

(b) an interim management report complying with specified requirements, and

(i) relate to the condensed set of financial statements and the interim management report,

(ii) are made by the persons responsible within the issuer, and

(iii) comply with specified requirements.

(7) In subsection (2)(aa), “mining or quarrying undertaking”, “logging undertaking”, “payment” and “government” have the same meanings as in the Reports on Payments to Governments Regulations 2014 .

(8) In this section “specified” means specified in, or referred to in, transparency rules.

Notification of voting rights held by issuer

89D

(1) Transparency rules may require notification of voteholder information relating to the proportion of voting rights held by an issuer in respect of voting shares in the issuer in accordance with the following provisions.

(2) Transparency rules ... may require notification of voteholder information relating to the proportion of voting rights held by an issuer in respect of voting shares in the issuer only where there is a notifiable change in the proportion of—

(a) the total voting rights in respect of shares in the issuer, or

(b) the total voting rights in respect of a particular class of share in the issuer,

held by the issuer.

(3) For this purpose there is a “notifiable change” in the proportion of voting rights held by a person when the proportion changes—

(a) from being a proportion less than a designated proportion to a proportion equal to or greater than that designated proportion,

(b) from being a proportion equal to a designated proportion to a proportion greater or less than that designated proportion, or

(c) from being a proportion greater than a designated proportion to a proportion equal to or less than that designated proportion.

(4) In subsection (3) “designated” means designated by the rules.

Notification of proposed amendment of issuer's constitution

89E

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

Transparency rules: interpretation etc

89F

(1) For the purposes of sections 89A to 89G—

(a) the voting rights in respect of any voting shares are the voting rights attached to those shares, and

(b) a person is to be regarded as holding the voting rights in respect of the shares—

(i) if, by virtue of those shares, he is a shareholder within the meaning of Article 2.1(e) of the transparency obligations directive;

(ii) if, and to the extent that, he is entitled to acquire, dispose of or exercise those voting rights in one or more of the cases mentioned in Article 10(a) to (h) of the transparency obligations directive;

(iii) if he holds, directly or indirectly, a financial instrument which satisfies the conditions set out in Article 13(1)(a) or (b) of the transparency obligations directive...

(1A) The FCA must establish, publish and periodically update an indicative list of financial instruments that are subject to notification requirements by virtue of subsection (1)(b)(iii), taking into account developments on financial markets.

(1B) Publication of the indicative list is to be in such manner as the FCA considers appropriate.

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

(3) For the purposes of sections 89A to 89G two or more persons may, at the same time, each be regarded as holding the same voting rights.

(4) In those sections—

“UK market” means a market that is situated or operating in the United Kingdom;

“voting shares” means shares of an issuer to which voting rights are attached.

Transparency rules: other supplementary provisions

89G

(1) Transparency rules may impose the same obligations on a person who has applied for the admission of transferable securities to trading on a regulated market without the issuer's consent as they impose on an issuer of transferable securities.

(2) Transparency rules that require a person to make information public may include provision authorising the FCA to make the information public in the event that the person fails to do so.

(3) The FCA may make public any information notified to the FCA in accordance with transparency rules.

(4) Transparency rules may make provision by reference to any provision of any rules made by the Panel on Takeovers and Mergers under Part 28 of the Companies Act 2006.

(5) Sections 89A to 89F and this section are without prejudice to any other power conferred by this Part to make Part 6 rules.

Power of FCA to call for information

FCA's power to call for information

89H

(1) The FCA may by notice in writing given to a person to whom this section applies require him—

(a) to provide specified information or information of a specified description, or

(b) to produce specified documents or documents of a specified description.

(2) This section applies to—

(a) an issuer in respect of whom transparency rules have effect;

(b) a voteholder;

(i) an issuer to whom this section applies, or

(ii) a voteholder;

(d) a person who controls a voteholder;

(e) a person controlled by a voteholder;

(f) a director or other similar officer of an issuer to whom this section applies;

(g) a director or other similar officer of a voteholder or, where the affairs of a voteholder are managed by its members, a member of the voteholder.

(3) This section applies only to information and documents reasonably required in connection with the exercise by the FCA of functions conferred on it by or under sections 89A to 89G (transparency rules).

(4) Information or documents required under this section must be provided or produced—

(a) before the end of such reasonable period as may be specified, and

(b) at such place as may be specified.

(5) If a person claims a lien on a document, its production under this section does not affect the lien.

Requirements in connection with call for information

89I

(1) The FCA may require any information provided under section 89H to be provided in such form as it may reasonably require.

(2) The FCA may require—

(a) any information provided, whether in a document or otherwise, to be verified in such manner as it may reasonably require;

(b) any document produced to be authenticated in such manner as it may reasonably require.

(3) If a document is produced in response to a requirement imposed under section 89H, the FCA may—

(a) take copies of or extracts from the document; or

(b) require the person producing the document, or any relevant person, to provide an explanation of the document.

(4) In subsection (3)(b) “relevant person”, in relation to a person who is required to produce a document, means a person who—

(a) has been or is a director or controller of that person;

(b) has been or is an auditor of that person;

(d) has been or is an employee of that person.

(5) If a person who is required under section 89H to produce a document fails to do so, the FCA may require him to state, to the best of his knowledge and belief, where the document is.

Power to call for information: supplementary provisions

89J

(1) The FCA may require an issuer to make public any information provided to the FCA under section 89H.

(2) If the issuer fails to comply with a requirement under subsection (1), the FCA may, after seeking representations from the issuer, make the information public.

(3) In sections 89H and 89I (power of FCA to call for information)—

“control” and “controlled” have the meaning given by subsection (4) below;

“specified” means specified in the notice;

“voteholder” means a person who—holds voting rights in respect of any voting shares for the purposes of sections 89A to 89G (transparency rules), ......

(4) For the purposes of those sections a person (“A”) controls another person (“B”) if—

(a) A holds a majority of the voting rights in B,

(b) A is a member of B and has the right to appoint or remove a majority of the members of the board of directors (or, if there is no such board, the equivalent management body) of B,

(c) A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or

(d) A has the right to exercise, or actually exercises, dominant influence or control over B.

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

(a) any rights of a person controlled by A, and

(b) any rights of a person acting on behalf of A or a person controlled by A,

are treated as held by A.

Powers exercisable in case of infringement of transparency obligation

Public censure of issuer

89K

(1) If the FCA finds that an issuer of securities admitted to trading on a regulated market is failing or has failed to comply with an applicable transparency obligation, it may publish a statement to that effect.

(2) If the FCA proposes to publish a statement, it must give the issuer a warning notice setting out the terms of the proposed statement.

(3) If, after considering any representations made in response to the warning notice, the FCA decides to make the proposed statement, it must give the issuer a decision notice setting out the terms of the statement.

(4) A notice under this section must inform the issuer of his right to refer the matter to the Tribunal (see section 89N) and give an indication of the procedure on such a reference.

(5) In this section “transparency obligation” means an obligation under qualifying transparency legislation.

(5A) In this Part “qualifying transparency legislation” means—

(a) transparency rules,

(b) any EU regulation, originally made under the transparency obligations directive, that is assimilated direct legislation,

(c) regulations made by the Treasury under regulation 71 of the Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 for a purpose specified in paragraphs 10 to 20 of Schedule 2 to those Regulations, or

(d) technical standards made by the FCA under regulation 72 of those Regulations for a purpose specified in paragraphs 31 to 35 of that Schedule.

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

Power to suspend or prohibit trading of securities

89L

(1) This section applies to securities admitted to trading on a regulated market.

(2) If the FCA has reasonable grounds for suspecting that an applicable transparency obligation has been infringed by an issuer, it may—

(a) suspend trading in the securities for a period not exceeding 10 days,

(b) prohibit trading in the securities, or

(i) to suspend trading in the securities for a period not exceeding 10 days, or

(ii) to prohibit trading in the securities.

(3) If the FCA has reasonable grounds for suspecting that an applicable transparency obligation has been infringed by a voteholder of an issuer, it may—

(a) prohibit trading in the securities, or

(b) make a request to the operator of the market on which the issuer's securities are traded to prohibit trading in the securities.

(4) If the FCA finds that an applicable transparency obligation has been infringed, it may require the market operator to prohibit trading in the securities.

(5) In this section “transparency obligation” means an obligation under qualifying transparency legislation.

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

Procedure under section 89L

89M

(1) A requirement under section 89L 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 the notice.

(2) If the FCA—

(a) proposes to exercise the powers in section 89L in relation to a person, or

(b) exercises any of those powers in relation to a person with immediate effect,

it must give that person written notice.

(3) The notice must—

(a) give details of the FCA's action or proposed action;

(b) state the FCA's reasons for taking the action in question and choosing the date on which it took effect or takes effect;

(c) inform the recipient that he may make representations to the FCA within such period as may be specified by the notice (whether or not he had referred the matter to the Tribunal);

(d) inform him of the date on which the action took effect or takes effect;

(e) inform him of his right to refer the matter to the Tribunal (see section 89N) and give an indication of the procedure on such a reference.

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

(5) If, having considered any representations made to it, the FCA decides to maintain, vary or revoke its earlier decision, it must give written notice to that effect to the person mentioned in subsection (2).

Right to refer matters to the Tribunal

89N

A person—

(a) to whom a decision notice is given under section 89K (public censure), or

(b) to whom a notice is given under section 89M (procedure in connection with suspension or prohibition of trading),

may refer the matter to the Tribunal.

Voting rights suspension orders

89NA

(1) The court may, on the application of the FCA and in accordance with this section, make a voting rights suspension order in respect of a person who is a voteholder in relation to shares in a particular company which are admitted to trading on a regulated market and identified in the application.

(2) A voting rights suspension order is an order which suspends the person’s exercise of voting rights attaching to the shares to which the order relates.

(3) The court may make a voting rights suspension order in respect of a person only if it is satisfied—

(a) that the person has contravened one or more relevant transparency provisions in respect of any of the shares identified in the application or any other shares in the same company which are admitted to trading on a regulated market, and

(b) that the contravention is serious enough to make it appropriate to make the order.

(4) For the purposes of subsection (3)(b), the court may, in particular, have regard to—

(a) whether the contravention was deliberate or repeated;

(b) the time taken for the contravention to be remedied;

(d) the size of the holding of shares to which the contravention relates;

(e) any impact of the contravention on the integrity of the UK financial system;

(f) the effect of the contravention on any company merger or takeover.

(5) A voting rights suspension order may be made in relation to some or all of the shares to which the application relates.

(6) A voting rights suspension order may be made for a specified period or an indefinite period.

(7) A voting rights suspension order takes effect—

(a) on the date specified in the order, or

(b) if no date is specified, at the time it is made.

(8) Where a voting rights suspension order has been made, the FCA, the person to whom it applies or the company which issued the shares to which it relates, may apply to the court for—

(a) a variation of the order so as to alter the period for which it has effect or the shares in relation to which it has effect, or

(b) the discharge of the order.

(9) The FCA must consult the PRA before making an application to the court under this section in relation to—

(a) a person who is a PRA-authorised person, or

(b) shares issued by a PRA-authorised person.

(10) The jurisdiction conferred by this section is exercisable—

(a) in England and Wales and Northern Ireland, by the High Court, and

(b) in Scotland, by the Court of Session.

(11) In this section—

“relevant transparency provision” means—a provision of the transparency rules which implemented Article 9, 10, 12, 13 or 13a of the transparency obligations directive, ... a provision, originally made under any of those Articles, that is assimilated direct legislation, a provision of regulations made by the Treasury under regulation 71 of the Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 for a purpose specified in paragraphs 13 to 16 of Schedule 2 to those Regulations, ora provision of technical standards made by the FCA under regulation 72 of those Regulations for a purpose specified in paragraphs 32 to 35 of that Schedule.

“voteholder” has the meaning given by section 89J(3).

Corporate governance

Corporate governance rules

89O

(1) The FCA may make rules (“corporate governance rules”) relating to the corporate governance of issuers who have requested or approved admission of their securities to trading on a regulated market.

(2) “Corporate governance”, in relation to an issuer, includes—

(a) the nature, constitution or functions of the organs of the issuer;

(b) the manner in which organs of the issuer conduct themselves;

(d) the relationship between the different organs of the issuer;

(e) the relationship between the organs of the issuer and the members of the issuer or holders of the issuer's securities.

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

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

(5) This section is without prejudice to any other power conferred by this Part to make Part 6 rules.

Primary information providers

89P

(1) Part 6 rules may require issuers of financial instruments to use primary information providers for the purpose of giving information of a specified description to a market of a specified description.

(2) “Primary information provider” means a person approved by the FCA for the purposes of this section.

(3) “Specified” means specified in the Part 6 rules.

(4) Part 6 rules made by virtue of subsection (1) may—

(a) provide for the FCA to maintain a list of providers;

(b) impose requirements on a provider in relation to the giving of information or of information of a specified description;

(d) provide for limitations or other restrictions to be imposed on the giving of information to which an approval relates (whether or not the approval has already been granted);

(e) provide for the approval of a provider to be suspended on the application of the provider.

(5) If the FCA proposes—

(a) to refuse a person's application under information provider rules,

(b) to impose limitations or other restrictions on the giving of information to which a person's approval relates, or

it must give the person a warning notice.

(6) If the FCA decides—

(a) to grant the application under information provider rules,

(b) not to impose limitations or other restrictions on the giving of information to which a person's approval relates, or

it must give the person concerned written notice of its decision.

(7) If the FCA decides—

(a) to refuse to grant the application under information provider rules,

(b) to impose limitations or other restrictions on the giving of information to which a person's approval relates, or

it must give the person concerned a decision notice.

(8) A person to whom a decision notice is given under this section may refer the matter to the Tribunal.

(9) In this section any reference to an application under information provider rules means—

(a) an application for approval as a provider,

(b) an application for the suspension of an approval as a provider,

(d) an application for the withdrawal or variation of a limitation or other restriction on the giving of information to which a provider's approval relates.

Disciplinary powers: contravention of s.89P(4)(b) or (d)

89Q

(1) The FCA may take action against a provider under this section if it considers that the provider has contravened a requirement or restriction imposed on the provider by rules made as a result of section 89P(4)(b) or (d).

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

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

(b) suspend, for such period as it considers appropriate, the provider's approval;

(c) impose, for such period as it considers appropriate, such limitations or other restrictions in relation to the giving by the provider of information as it considers appropriate;

(d) publish a statement to the effect that the provider has contravened a requirement or restriction imposed on the provider by rules made as a result of section 89P(4)(b) or (d).

(3) The period for which a suspension or restriction is to have effect may not exceed 12 months.

(4) A suspension may relate only to the giving of information in specified circumstances.

(5) A restriction may, in particular, be imposed so as to require the provider to take, or refrain from taking, specified action.

(6) The FCA may—

(a) withdraw a suspension or restriction, or

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

(7) The FCA may not take action against a provider under this section after the end of the limitation period unless, before the end of that period, it has given a warning notice to the provider under section 89R(1).

(8) “The limitation period” means the period of 3 years beginning with the first day on which the FCA knew that the provider had contravened the requirement or restriction.

(9) For this purpose the FCA is to be treated as knowing that a provider has contravened a requirement or restriction if it has information from which that can reasonably be inferred.

Action under s.89Q: procedure and right to refer to Tribunal

89R

(1) If the FCA proposes to take action against a provider under section 89Q, it must give the provider a warning notice.

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

(3) A warning notice about a proposal—

(a) to suspend an approval, or

(b) to impose a restriction in relation to the giving of information,

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

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

(5) If the FCA decides to take action against a provider under section 89Q, it must give the provider a decision notice.

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

(7) A decision notice about—

(a) the suspension of an approval, or

(b) the imposition of a restriction in relation to the giving of information,

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

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

(9) If the FCA decides to take action against a provider under section 89Q, the provider may refer the matter to the Tribunal.

Action under s.89Q: statement of policy

89S

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

(a) the imposition of penalties, suspensions or restrictions under section 89Q,

(b) the amount of penalties under that section,

(d) the matters in relation to which suspensions or restrictions under that section are to have effect.

(2) The FCA'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 contravention in question in relation to the nature of the requirement concerned,

(b) the extent to which that contravention was deliberate or reckless, and

(3) The FCA may at any time alter or replace a statement issued under this section.

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

(5) In exercising, or deciding whether to exercise, its power under section 89Q in the case of any particular contravention, the FCA must have regard to any statement of policy published under this section and in force at a time when the contravention in question occurred.

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

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

(8) The FCA must, without delay, give the Treasury a copy of any statement which it publishes under this section.

Statement of policy under s.89S: procedure

89T

(1) Before issuing a statement under section 89S, the FCA must publish a draft of the proposed statement in the way appearing to the FCA 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 FCA within a specified time.

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

(4) If the FCA 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 FCA, significant, the FCA must (in addition to complying with subsection (4)) publish details of the difference.

(6) The FCA may charge a reasonable fee for providing a person with a copy of a draft published under subsection (1).

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

Powers exercisable to advance operational objectives

89U

(1) The FCA may take action against a provider under this section if it considers that it is desirable to do so in order to advance one or more of its operational objectives.

(2) If the FCA is entitled to take action under this section against a provider, it may—

(a) suspend, for such period as it considers appropriate, the provider's approval, or

(b) impose, for such period as it considers appropriate, such limitations or other restrictions in relation to the giving by the provider of information as it considers appropriate.

(3) A suspension may relate only to the giving of information in specified circumstances.

(4) A restriction may, in particular, be imposed so as to require the provider to take, or refrain from taking, specified action.

(5) The FCA may—

(a) withdraw a suspension or restriction, or

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

(6) A person against whom the FCA takes action under this section may refer the matter to the Tribunal.

Action under s.89U: procedure

89V

(1) Action against a provider under section 89U takes effect—

(a) immediately, if the notice given under subsection (2) so provides, or

(b) on such later date as may be specified in the notice.

(2) If the FCA—

(a) proposes to take action against a provider under that section, or

(b) takes action against a provider under that section with immediate effect,

it must give the provider written notice.

(3) The notice must—

(a) give details of the action,

(b) state the FCA's reasons for taking the action and for its determination as to when the action takes effect,

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

(d) inform the provider of when the action takes effect,

(e) inform the provider of the right to refer the matter to the Tribunal, and

(f) give an indication of the procedure on such a reference.

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

(5) If the FCA decides—

(a) to take the action in the way proposed, or

(b) if the action has taken effect, not to rescind it,

the FCA must give the provider written notice.

(6) If the FCA decides—

(a) not to take the action in the way proposed,

(b) to take action under section 89U that differs from the action originally proposed, or

the FCA must give the provider written notice.

(7) A notice under subsection (5) must—

(a) inform the provider of the right to refer the matter to the Tribunal, and

(b) give an indication of the procedure on such a reference.

(8) A notice under subsection (6)(b) must comply with subsection (3).

Storage of regulated information

89W

(1) The FCA must ensure that there is at least one mechanism for the central storage of regulated information ....

(1A) The mechanism must comply with minimum quality standards of security, certainty as to the information source, time recording and easy access by end users (see provision made under regulation 71 of the Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 for the purpose specified in paragraph 19(b) of Schedule 2 to those Regulations).

(1B) The mechanism must be aligned with the procedure for filing the regulated information with the FCA.

(2) In this section “regulated information” means information which an issuer, or a person who has applied for the admission of securities to trading on a regulated market without the issuer's consent, is required to disclose under—

(a) listing rules,

(b) qualifying transparency legislation, or

Compensation for false or misleading statements etc

Compensation for statements in listing particulars ...

90

(1) Any person responsible for listing particulars is liable to pay compensation to a person who has—

(a) acquired securities to which the particulars apply; and

(b) suffered loss in respect of them as a result of—

(i) any untrue or misleading statement in the particulars; or

(ii) the omission from the particulars of any matter required to be included by section 80 or 81.

(2) Subsection (1) is subject to exemptions provided by Schedule 10.

(3) If listing particulars are required to include information about the absence of a particular matter, the omission from the particulars of that information is to be treated as a statement in the listing particulars that there is no such matter.

(4) Any person who fails to comply with section 81 is liable to pay compensation to any person who has—

(a) acquired securities of the kind in question; and

(b) suffered loss in respect of them as a result of the failure.

(5) Subsection (4) is subject to exemptions provided by Schedule 10.

(6) This section does not affect any liability which may be incurred apart from this section.

(7) References in this section to the acquisition by a person of securities include references to his contracting to acquire them or any interest in them.

(8) No person shall, by reason of being a promoter of a company or otherwise, incur any liability for failing to disclose information which he would not be required to disclose in listing particulars in respect of a company’s securities—

(a) if he were responsible for those particulars; or

(b) if he is responsible for them, which he is entitled to omit by virtue of section 82.

(9) The reference in subsection (8) to a person incurring liability includes a reference to any other person being entitled as against that person to be granted any civil remedy or to rescind or repudiate an agreement.

(10) “Listing particulars”, in subsection (1) and Schedule 10, includes supplementary listing particulars.

(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(11A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Liability for key investor information

90ZA

(1) A person is not to be subject to civil liability solely on the basis of the key investor information produced in relation to a collective investment scheme or a sub-fund of such a scheme in accordance with rules or other provisions originally made in implementation of Chapter IX of the UCITS directive, or of any translation of that information, unless the key investor information is misleading, inaccurate or inconsistent with the relevant parts of the prospectus published for that collective investment scheme or sub-fund in accordance with rules made by the FCA under section 248 or 261J of this Act.

(2) In this section, a reference to a sub-fund of a collective investment scheme is a reference to a part of the property of the collective investment scheme which forms a separate pool where—

(a) the collective investment scheme provides arrangements for separate pooling of the contributions of the participants and the profits and income out of which payments are made to them; and

(b) the participants are entitled to exchange rights in one pool for rights in another.

Liability of issuers in connection with published information

90A

Schedule 10A makes provision about the liability of issuers of securities to pay compensation to persons who have suffered loss as a result of—

(a) a misleading statement or dishonest omission in certain published information relating to the securities, or

(b) a dishonest delay in publishing such information.

Power to make further provision about liability for published information

90B

(1) The Treasury may by regulations make provision about the liability of issuers of securities traded on a regulated market, and other persons, in respect of information published to holders of securities, to the market or to the public generally.

(2) Regulations under this section may amend any primary or subordinate legislation, including any provision of, or made under, this Act.

Penalties

Penalties for breach of Part 6 rules

91

(1) If the FCA considers that—

(a) an issuer of listed securities, or

(b) an applicant for listing,

has contravened any provision of listing rules, it may impose on him a penalty of such amount as it considers appropriate.

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

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

(1B) If the FCA considers—

(a) that a person has contravened—

(i) a provision of qualifying transparency legislation, or

(ii) a provision of corporate governance rules, or

(b) that a person on whom a requirement has been imposed under section 89L (power to suspend or prohibit trading of securities in case of infringement of applicable transparency obligation), has contravened that requirement,

it may impose on the person a penalty of such amount as it considers appropriate.

(2) If, in the case of a contravention by a person referred to in subsection (1), ... ... or (1B)(a)(ii) or (b) (“P”), the FCA considers that another person who was at the material time a director of P was knowingly concerned in the contravention, it may impose upon him a penalty of such amount as it considers appropriate.

(2A) If—

(a) a person has contravened a provision mentioned in subsection (1B)(a)(i), and

(b) the FCA considers that another person (“A”), who was at the material time a relevant officer of the person, was knowingly concerned in the contravention,

the FCA may impose upon A a penalty of such amount as it considers appropriate.

(2B) In subsection (2A) “relevant officer” of a person means—

(a) a director or other similar officer of the person, or

(b) if the affairs of the person are managed by its members, a member of the person.

(3) If the FCA is entitled to impose a penalty on a person under this section in respect of a particular matter it may, instead of imposing a penalty on him in respect of that matter, publish a statement censuring him.

(4) Nothing in this section prevents the FCA from taking any other steps which it has power to take under this Part.

(5) A penalty under this section is payable to the FCA.

(6) The FCA may not take action against a person under this section after the end of the period of 3 years beginning with the first day on which it knew of the contravention unless proceedings against that person, in respect of the contravention, were begun before the end of that period.

(7) For the purposes of subsection (6)—

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

(b) proceedings against a person in respect of a contravention are to be treated as begun when a warning notice is given to him under section 92.

Procedure.

92

(1) If the FCA proposes to take action against a person under section 91, it must give him a warning notice.

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

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

(4) If the FCA decides to take action against a person under section 91, it must give him a decision notice.

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

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

(7) If the FCA decides to take action against a person under section 91, he may refer the matter to the Tribunal.

Statement of policy.

93

(1) The FCA must prepare and issue a statement (“its policy statement”) of its policy with respect to—

(a) the imposition of penalties under section 91; and

(b) the amount of penalties under that section.

(2) The FCA's policy in determining what the amount of a penalty should be must include having regard to—

(a) the seriousness of the contravention in question in relation to the nature of the requirement contravened;

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

(3) The FCA may at any time alter or replace its policy statement.

(4) If its policy statement is altered or replaced, the FCA must issue the altered or replacement statement.

(5) In exercising, or deciding whether to exercise, its power under section 91 in the case of any particular contravention, the FCA must have regard to any policy statement published under this section and in force at the time when the contravention in question occurred.

(6) The FCA must publish a statement issued under this section in the way appearing to the FCA to be best calculated to bring it to the attention of the public.

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

(8) The FCA must, without delay, give the Treasury a copy of any policy statement which it publishes under this section.

Statements of policy: procedure.

94

(1) Before issuing a statement under section 93, the FCA must publish a draft of the proposed statement in the way appearing to the FCA 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 FCA within a specified time.

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

(4) If the FCA 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 FCA, significant, the FCA must (in addition to complying with subsection (4)) publish details of the difference.

(6) The FCA may charge a reasonable fee for providing a person with a copy of a draft published under subsection (1).

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

Competition

Competition scrutiny.

95

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

Miscellaneous

Obligations of issuers of listed securities.

96

(1) Listing rules may—

(a) specify requirements to be complied with by issuers of listed securities; and

(b) make provision with respect to the action that may be taken by the FCA in the event of non-compliance.

(2) If the rules require an issuer to publish information, they may include provision authorising the FCA to publish it in the event of his failure to do so.

(3) This section applies whenever the listed securities were admitted to the official list.

Disclosure of information requirements

96A

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

Disclosure rules: persons responsible for compliance

96B

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

Suspension of trading

96C

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

Appointment by FCA of persons to carry out investigations.

97

(1) Subsection (2) applies if it appears to the FCA that there are circumstances suggesting that—

(a) there may have been a contravention of—

(i) a provision of this Part or of Part 6 rules, ... or

(ii) any other provision of qualifying transparency legislation, ...

(iii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) a person who was at the material time a director of a person mentioned in section 91(1), ... ... or section 91(1B) (ignoring paragraph (a)(i) of that provision), has been knowingly concerned in a contravention by that person of—

(i) a provision of this Part or of Part 6 rules, ... or

(ii) any other provision of qualifying transparency legislation, ...

(iii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(ba) a person who was at the material time a relevant officer of a person mentioned in section 91(1B) (ignoring paragraphs (a)(ii) and (b) of that provision) has been knowingly concerned in a contravention by that person of qualifying transparency legislation;

(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) The FCA may appoint one or more competent persons to conduct an investigation on its behalf.

(3) Part XI applies to an investigation under subsection (2) as if—

(a) the investigator were appointed under section 167(1);

(b) references to the investigating authority in relation to him were to the FCA;

(d) references to an authorised person were references to the person under investigation.

(4) In this section “relevant officer” has the meaning given by section 91(2B).

Reporting of infringements

97A

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

Advertisements etc. in connection with listing applications.

98

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

Fees.

99

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

Penalties.

100

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

Exercise of powers where UK is host member state

100A

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

Listing rules: general provisions.

101

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

(2) Part 6 rules may authorise the FCA to dispense with or modify the application of the rules in particular cases and by reference to any circumstances.

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

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

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

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

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

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

Exemption from liability in damages.

102

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

Interpretative provisions

Meaning of “securities” etc.

102A

(1) This section applies for the purposes of this Part.

(2) “Securities” means (except in section 74(2) and the expression “transferable securities”) anything which has been, or may be, admitted to the official list.

(3) “Transferable securities” means anything which is a transferable security for the purposes of the markets in financial instruments regulation, other than money-market instruments for the purposes of that regulation which have a maturity of less than 12 months.

(3A) “Debt securities” means bonds or other forms of transferable securitised debts, with the exception of—

(a) transferable securities which are equivalent to shares, and

(b) transferable securities which, if converted or if the rights conferred by them are exercised, give rise to a right to acquire—

(i) shares, or

(ii) transferable securities equivalent to shares.

(4) “Financial instrument” means those instruments specified in Part 1 of Schedule 2 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001.

(5) “Non-equity transferable securities” means all transferable securities that are not equity securities; and for this purpose the following are “equity securities”—

(a) shares,

(b) other transferable securities which are equivalent to shares, and

(i) are within neither of paragraphs (a) and (b),

(ii) give the right to acquire securities within paragraph (a) or (b) if converted or if the rights conferred by them are exercised, and

(iii) are issued by the issuer of the underlying shares or by an entity belonging to the group of that issuer.

(6) “Issuer”—

(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(aa) in relation to transparency rules, means a ... person whose securities are admitted to trading on a regulated market or whose voting shares are admitted to trading on a UK market other than a regulated market, and in the case of depository receipts admitted to trading on a regulated market, the issuer is the issuer of the securities represented by the depository receipt, whether or not those securities are admitted to trading on a regulated market;

(b) in relation to anything else which is or may be admitted to the official list, has such meaning as may be prescribed by the Treasury, and

Meaning of “offer of transferable securities to the public” etc.

102B

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

Meaning of “home State” in relation to transferable securities

102C

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

Interpretation of this Part

103

(1) In this Part, save where the context otherwise requires—

“listed securities” means anything which has been admitted to the official list;

“listing” has the meaning given in section 74(5);

“listing particulars” has the meaning given in section 79(2);

“listing rules” has the meaning given in section 73A;

“market operator” means a person who manages or operates the business of a regulated market;

“the official list” means the list maintained by the FCA as that list has effect for the time being;

“Part 6 rules” has the meaning given in section 73A;

“qualifying transparency legislation” has the meaning given in section 89K(5A);

“regulated market” (except in section 102B and Schedule 10A) means a UK regulated market, as defined in Article 2(1)(13A) of the markets in financial instruments regulation;

“the transparency obligations directive” means Directive 2004/109/ EC of the European Parliament and of the Council relating to the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market as amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010 and by Directive 2010/78/EU of the European Parliament and of the Council of 24 November 2010 and by Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013;

“transparency rules” has the meaning given by section 89A(5);

“voteholder information” has the meaning given by section 89B(3);

“working day” means any day other that a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 (c. 80) in any part of the United Kingdom.

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

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

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

Part VII — Control of Business Transfers

Meaning of “the appropriate regulator”

103A

(1) In this Part “the appropriate regulator” means—

(a) in relation to a ring-fencing transfer scheme or a scheme (other than a ring-fencing transfer scheme) in respect of which the transferor concerned is a PRA-authorised person, the PRA;

(b) in any other case, the FCA.

(2) In this Part, “the transferor concerned”—

(a) in the case of an insurance business transfer scheme, is to be read in accordance with section 105(2);

(b) in the case of a banking business transfer scheme, is to be read in accordance with section 106(2);

(d) in the case of a ring-fencing transfer scheme, means the body to whose business the scheme relates.

Control of business transfers.

104

No insurance business transfer scheme ... is to have effect unless an order has been made in relation to it under section 111(1).

Insurance business transfer schemes.

105

(1) A scheme is an insurance business transfer scheme if it—

(a) satisfies the condition set out in subsection (2);

(b) results in the business transferred being carried on from an establishment of the transferee in the United Kingdom or Gibraltar; and

(2) The condition is that the whole or part of the business carried on in the United Kingdom by an authorised person who has permission to effect or carry out contracts of insurance (“the transferor concerned”) is to be transferred to another body (“the transferee”).

(3) A scheme is an excluded scheme for the purposes of this section if it falls within any of the following cases:

(Case 1)

Where the transferor concerned is a friendly society.

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

(Case 3)

Where—

(a) the transferor concerned is a UK authorised person;

(b) the business to be transferred under the scheme is carried on in one or more countries or territories outside the United Kingdom and does not include policies of insurance . . . against risks arising in the United Kingdom; and

(c) the scheme has been approved by a court in a country or territory outside the United Kingdom or by the authority responsible for the supervision of that business in a country or territory in which it is carried on.

(Case 4)

Where —

(a) the business to be transferred under the scheme is the whole of the business of the transferor concerned;

(b) all the policyholders are controllers of the firm or of firms within the same group as the firm which is the transferee, and,

(CASE 5)

Where—

(a) the business of the transferor concerned consists solely of the effecting or carrying out of contracts of reinsurance;

(b) the business to be transferred is the whole or part of that business;

(d) all of the policyholders who will be affected by the transfer have consented to it; and

(e) a certificate has been obtained under paragraph 2 of Schedule 12 in relation to the proposed transfer.

(Case 6)

Where the scheme is effected under Part 7A (unilateral changes to pension schemes).

(4) The parties to a scheme which falls within Case ... 3, 4 or 5 may apply to the court for an order sanctioning the scheme as if it were an insurance business transfer scheme.

(5) If the scheme involves a compromise or arrangement falling within Part 27 of the Companies Act 2006 (mergers and divisions of public companies), the provisions of that Part (and Part 26 or 26A of that Act, as the case may be) apply accordingly but this does not affect the operation of this Part in relation to the scheme.

(8) “UK authorised person” means a body which is an authorised person and which—

(a) is incorporated in the United Kingdom; or

(b) is an unincorporated association formed under the law of any part of the United Kingdom.

(9) “Establishment” means, in relation to a person, his head office or a branch of his.

Banking business transfer schemes.

106

(1) A scheme is a banking business transfer scheme if it—

(a) satisfies one of the conditions set out in subsection (2);

(b) is one under which the whole or part of the business to be transferred includes the accepting of deposits; and

(2) The conditions are that—

(a) the whole or part of the business carried on by a UK authorised person who has permission to accept deposits (“the transferor concerned”) is to be transferred to another body (“the transferee”);

(b) the whole or part of the business carried on in the United Kingdom by an authorised person who is not a UK authorised person but who has permission to accept deposits (“the transferor concerned”) is to be transferred to another body which will carry it on in the United Kingdom (“the transferee”).

(3) A scheme is an excluded scheme for the purposes of this section if—

(a) the transferor concerned is a building society or a credit union; or

(b) the scheme is a compromise or arrangement to which Part 27 of the Companies Act 2006 (mergers and divisions of public companies) applies.

(4) For the purposes of subsection (2)(a) it is immaterial whether or not the business to be transferred is carried on in the United Kingdom.

(5) “UK authorised person” has the same meaning as in section 105.

(6) “Building society” has the meaning given in the Building Societies Act 1986.

(7) “Credit union” means a credit union within the meaning of—

(a) the Credit Unions Act 1979;

(b) the Credit Unions (Northern Ireland) Order 1985.

Reclaim fund business transfer scheme

106A

(1) A scheme is a reclaim fund business transfer scheme if, under the scheme, the whole or part of the business carried on by a reclaim fund is to be transferred to one or more other reclaim funds.

(2) “Reclaim fund” has the meaning given by section 5(1) of the Dormant Bank and Building Society Accounts Act 2008.

Ring-fencing transfer scheme

106B

(1) A scheme is a ring-fencing transfer scheme if it—

(a) is one under which the whole or part of the business carried on—

(i) by a UK authorised person, or

(ii) by a qualifying body,

is to be transferred to another body (“the transferee”),

(b) is to be made for one or more of the purposes mentioned in subsection (3), and

(2) “Qualifying body” means a body which—

(a) is incorporated in the United Kingdom,

(b) is a member of the group of a UK authorised person, and

(3) The purposes are—

(a) enabling a UK authorised person to carry on core activities as a ring-fenced body in compliance with the ring-fencing provisions;

(b) enabling the transferee to carry on core activities as a ring-fenced body in compliance with the ring-fencing provisions;

(c) making provision in connection with the implementation of proposals that would involve a body corporate whose group includes the body corporate to whose business the scheme relates becoming a ring-fenced body while one or more other members of its group are not ring-fenced bodies;

(d) making provision in connection with the implementation of proposals that would involve a body corporate whose group includes the transferee becoming a ring-fenced body while one or more other members of the transferee's group are not ring-fenced bodies.

(4) A scheme is an excluded scheme for the purposes of this section if—

(a) the body to whose business the scheme relates is a building society or credit union, or

(b) the scheme is a compromise or arrangement to which Part 27 of the Companies Act 2006 (mergers and divisions of public companies) applies.

(5) For the purposes of subsection (1)(a) it is immaterial whether or not the business to be transferred is carried on in the United Kingdom.

(6) “UK authorised person” has the same meaning as in section 105.

(7) “Building society” and “credit union” have the same meanings as in section 106.

(8) “The ring-fencing provisions” means ring-fencing rules and the duty imposed as a result of section 142G.

Application for order sanctioning transfer scheme.

107

(1) An application may be made to the court for an order sanctioning an insurance business transfer scheme , a banking business transfer scheme , a reclaim fund business transfer scheme or a ring-fencing transfer scheme .

(2) An application may be made by—

(a) the transferor concerned;

(b) the transferee; or

(2A) An application relating to a ring-fencing transfer scheme may be made only with the consent of the PRA.

(2B) In deciding whether to give consent, the PRA must have regard to the scheme report prepared under section 109A in relation to the ring-fencing transfer scheme.

(3) The application must be made—

(a) if the transferor concerned and the transferee are registered or have their head offices in the same jurisdiction, to the court in that jurisdiction;

(b) if the transferor concerned and the transferee are registered or have their head offices in different jurisdictions, to the court in either jurisdiction;

(c) if the transferee is not registered in the United Kingdom and does not have his head office there, to the court which has jurisdiction in relation to the transferor concerned.

(4) “Court” means—

(a) the High Court; or

(b) in Scotland, the Court of Session.

Requirements on applicants.

108

(1) The Treasury may by regulations impose requirements on applicants under section 107.

(2) The court may not determine an application under that section if the applicant has failed to comply with a prescribed requirement.

(3) The regulations may, in particular, include provision—

(a) as to the persons to whom, and periods within which, notice of an application must be given;

(b) enabling the court to waive a requirement of the regulations in prescribed circumstances.

Scheme reports: insurance business transfer schemes

109

(1) An application under section 107 in respect of an insurance business transfer scheme must be accompanied by a report on the terms of the scheme (“a scheme report”).

(2) A scheme report may be made only by a person—

(a) appearing to the appropriate regulator to have the skills necessary to enable him to make a proper report; and

(b) nominated or approved for the purpose by the appropriate regulator.

(3) A scheme report must be made in a form approved by the appropriate regulator.

(4) Where the appropriate regulator is the PRA, it must consult the FCA before—

(a) nominating or approving a person under subsection (2)(b), or

(b) approving a form under subsection (3).

(5) Subsection (6) applies where the appropriate regulator is the FCA and either—

(a) the transferee is a PRA-authorised person, or

(b) the transferor concerned or the transferee has as a member of its immediate group a PRA-authorised person.

(6) The FCA must consult the PRA before—

(a) nominating or approving a person under subsection (2)(b), or

(b) approving a form under subsection (3).

Scheme reports: ring-fencing transfer schemes

109A

(1) An application under section 106B in respect of a ring-fencing transfer scheme must be accompanied by a report on the terms of the scheme (a “scheme report”).

(2) A scheme report may be made only by a person—

(a) appearing to the PRA to have the skills necessary to enable the person to make a proper report, and

(b) nominated or approved for the purpose by the PRA.

(3) A scheme report must be made in a form approved by the PRA.

(4) A scheme report must state—

(a) whether persons other than the transferor concerned are likely to be adversely affected by the scheme, and

(b) if so, whether the adverse effect is likely to be greater than is reasonably necessary in order to achieve whichever of the purposes mentioned in section 106B(3) is relevant.

(5) The PRA must consult the FCA before—

(a) nominating or approving a person under subsection (2)(b), or

(b) approving a form under subsection (3).

Right to participate in proceedings.

110

(1) On an application under section 107 relating to an insurance business transfer scheme, a banking business transfer scheme or a reclaim fund business transfer scheme, the following are also entitled to be heard—

(a) the FCA,

(aa) in the case of a scheme falling within subsection (2), the PRA, and

(b) any person (including an employee of the transferor concerned or of the transferee) who alleges that he would be adversely affected by the carrying out of the scheme.

(2) A scheme falls within this subsection if—

(a) the transferor concerned or the transferee is a PRA-authorised person, or

(b) the transferor concerned or the transferee has as a member of its immediate group a PRA-authorised person.

(3) Subsections (4) and (5) apply where an application under section 107 relates to a ring-fencing transfer scheme.

(4) The following are also entitled to be heard—

(a) the PRA,

(b) where the transferee is an authorised person, the FCA, and

(c) any person (“P”) (including an employee of the transferor concerned or of the transferee) who alleges that P would be adversely affected by the carrying out of the scheme.

(5) P is not entitled to be heard by virtue of subsection (4)(c) unless before the hearing P has—

(a) filed (in Scotland, lodged) with the court a written statement of the representations that P wishes the court to consider, and

(b) served copies of the statement on the PRA and the transferor concerned.

Sanction of the court for business transfer schemes.

111

(1) This section sets out the conditions which must be satisfied before the court may make an order under this section sanctioning an insurance business transfer scheme a banking business transfer scheme , a reclaim fund business transfer scheme or a ring-fencing transfer scheme .

(2) The court must be satisfied that—

(a) in the case of an insurance business transfer scheme or a banking business transfer scheme, the appropriate certificate has been obtained (as to which see Parts I and II of Schedule 12);

(aa) in the case of a reclaim fund business transfer scheme, the appropriate certificate has been obtained (as to which see Part 2A of that Schedule);

(ab) in the case of a ring-fencing transfer scheme, the appropriate certificates have been obtained (as to which see Part 2B of that Schedule);

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