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The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019

Draft. This instrument was laid in draft and may differ from the one made. Look for the made version under its title.

Draft 2019, ISBN 9780111178881

Original text. legislation.gov.uk does not revise statutory instruments, so later amendments are not shown here. Changes made to it are listed under each provision when known.

Draft Regulations laid before Parliament under paragraph 1(1) of Schedule 7 to the European Union (Withdrawal) Act 2018, for approval by resolution of each House of Parliament.

Exiting The European Union

Financial Services And Markets

Made ***

Coming into force in accordance with regulation 1(2)

The Treasury make these Regulations in exercise of the powers conferred by section 8(1) of, and paragraph 21 of Schedule 7 to, the European Union (Withdrawal) Act 2018f1.

In accordance with paragraph 1(1) of Schedule 7 to that Act a draft of this instrument has been laid before Parliament and approved by a resolution of each House of Parliament.

Annotations to the whole text

Footnotes

f1

2018 c.16.

Contents

  1. Part 1: General
  2. 1Citation and commencement
  3. 2Interpretation
  4. Part 2: Amendments of primary legislation
  5. Chapter 1: The Financial Services and Markets Act 2000
  6. 3Introduction
  7. 4Part 6 rules
  8. 5Applications for listing
  9. 6Matters which may be dealt with by prospectus rules
  10. 7Prohibition of dealing etc in transferable securities without approved prospectus
  11. 8Exempt offers to the public
  12. 9Election to have prospectus
  13. 10Criteria for approval of prospectus by FCA
  14. 11Procedure for decision on application for approval
  15. 12Repeal of sections 87E and 87F
  16. 13Repeal of section 87FB
  17. 14Repeal of sections 87H and 87I
  18. 15Power to suspend or prohibit offer to the public
  19. 16Power to suspend or prohibit admission to trading on a regulated market
  20. 17Public censure of issuer
  21. 18Repeal of section 87P
  22. 19Transparency rules
  23. 20Provision of voteholder information
  24. 21Provision of information by issuers of transferable securities
  25. 22Notification of voting rights held by issuer
  26. 23Transparency rules: interpretation etc
  27. 24Public censure of issuer
  28. 25Power to suspend or prohibit trading of securities
  29. 26Voting rights suspension orders
  30. 27Corporate governance rules
  31. 28Storage of regulated information
  32. 29Liability for key investor information
  33. 30Penalties for breach of Part 6 rules
  34. 31Appointment by FCA of persons to carry out investigations
  35. 32Repeal of section 100A
  36. 33Meaning of “securities” etc.
  37. 34Meaning of “offer of transferable securities to the public” etc.
  38. 35Repeal of section 102C
  39. 36Interpretation of Part 6 of FSMA 2000
  40. 37Liability of issuers in connection with published information
  41. 38Transferable securities excluded from certain provisions of section 85 of FSMA 2000
  42. Chapter 2: The Companies Act 2006
  43. 39Repeal of section 1273 of the Companies Act 2006
  44. Part 3: Amendments of EU Regulations and EU Decision
  45. Chapter 1: Amendments of Commission Regulation (EC) No. 809/2004
  46. 40Introduction
  47. 41Subject-matter of Regulation
  48. 42Definitions
  49. 43Categories of information in the base prospectus and the final terms
  50. 44Minimum information to be included in a prospectus
  51. 45Share registration document schedule
  52. 46Share registration document in cases of complex financial history or significant financial commitment
  53. 47Securities note schedule for certain debt securities
  54. 48Guarantees building block
  55. 49Banks registration document schedule
  56. 50Securities note schedule for certain debt securities
  57. 51Additional information building block on the underlying share
  58. 52Registration document schedule for collective investment undertakings of closed-end type
  59. 53Registration document schedule for States and regional and local authorities
  60. 54Additional building block for consent given in accordance with Article 3(2) of Directive 2003/71/EC
  61. 55Minimum information to be included in a base prospectus and its related final terms
  62. 56Adaptations to minimum information given in prospectuses and base prospectuses
  63. 57Content of the summary etc.
  64. 58Format of the prospectus
  65. 59Format of base prospectus and its related final terms
  66. 60Proportionate schedule for rights issues
  67. 61Proportionate schedules for small and medium-sized enterprises etc.
  68. 62Proportionate requirements for issues by certain credit institutions
  69. 63Arrangements for incorporation by reference
  70. 64Historical financial information
  71. 65Omission of Article 36
  72. 66Amendments of Annexes
  73. Chapter 2: Amendments of other EU Regulations and of EU Decision
  74. 67Commission Regulation (EC) No 1569/2007
  75. 68Commission Decision (EC) No 2008/961
  76. 69European Parliament and Council Regulation (EU) 2017/1129
  77. Part 4: Transfer of directive functions to the Treasury or the FCA
  78. 70Interpretation of Schedule 2
  79. 71Transfer of directive functions to the Treasury
  80. 72Transfer of directive functions to the FCA
  81. Part 5: Transitional provision
  82. 73Prospectus approved before exit day by competent authority of other EEA state
  83. Signature
  84. Schedule 1: Amendments of Annexes to Commission Regulation (EC) No 809/2004
  85. 1Paragraph 1
  86. 2Paragraph 2
  87. 3Paragraph 3
  88. 4Paragraph 4
  89. 5Paragraph 5
  90. 6Paragraph 6
  91. 7Paragraph 7
  92. 8Paragraph 8
  93. 9Paragraph 9
  94. 10Paragraph 10
  95. 11Paragraph 11
  96. 12Paragraph 12
  97. 13Paragraph 13
  98. 14Paragraph 14
  99. 15Paragraph 15
  100. 16Paragraph 16
  101. Schedule 2: Transfer of functions to the Treasury and the FCA
  102. Part 1: Interpretation
  103. 1Paragraph 1
  104. Part 2: Directive functions transferred to the Treasury
  105. 2Paragraph 2
  106. 3Paragraph 3
  107. 4Paragraph 4
  108. 5Paragraph 5
  109. 6Paragraph 6
  110. 7Paragraph 7
  111. 8Paragraph 8
  112. 9Paragraph 9
  113. 10Paragraph 10
  114. 11Paragraph 11
  115. 12Paragraph 12
  116. 13Paragraph 13
  117. 14Paragraph 14
  118. 15Paragraph 15
  119. 16Paragraph 16
  120. 17Paragraph 17
  121. 18Paragraph 18
  122. 19Paragraph 19
  123. 20Paragraph 20
  124. Part 3: Directive functions transferred to FCA
  125. 21Paragraph 21
  126. 22Paragraph 22
  127. 23Paragraph 23
  128. 24Paragraph 24
  129. 25Paragraph 25
  130. 26Paragraph 26
  131. 27Paragraph 27
  132. 28Paragraph 28
  133. 29Paragraph 29
  134. 30Paragraph 30
  135. 31Paragraph 31
  136. 32Paragraph 32
  137. 33Paragraph 33
  138. 34Paragraph 34
  139. 35Paragraph 35
  140. Explanatory note