On the coming into force of this section, the functions conferred on the competent authority by this Part are to be exercised by the Authority.

Schedule 7 modifies this Act in its application to the Authority when it acts as the competent authority.

But provision is made by Schedule 8 allowing some or all of those functions to be transferred by the Treasury so as to be exercisable by another person.

To the extent that those general functions are functions under or relating to transparency rules, subsection (1)(c) and (f) have effect as if the references to a regulated market were references to a market.

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

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

Provisions of Part 6 rules expressed to relate to disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made, are referred to in this Part as “disclosure rules”.

Provisions of Part 6 rules expressed to relate to transferable securities are referred to in this Part as “prospectus rules”.

In relation to prospectus rules, the purposes of this Part include the purposes of the prospectus directive.

Transparency rules and corporate governance rules are not listing rules, disclosure rules or prospectus rules, but are Part 6 rules.

The competent authority must maintain the official list.

The competent authority may admit to the official list such securities and other things as it considers appropriate.

F7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

In the following provisions of this Part—

• F8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

Admission to the official list may be granted only on an application made to the competent authority in such manner as may be required by listing rules.

No application for listing may be entertained by the competent authority unless it is made by, or with the consent of, the issuer of the securities concerned.

No application for listing may be entertained by the competent authority in respect of securities which are to be issued by a body of a prescribed kind.

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

An application for listing securities which are already officially listed in another EEA State may be refused if the issuer has failed to comply with any obligations to which he is subject as a result of that listing.

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

If the competent authority decides to grant an application for listing, it must give the applicant written notice.

If the competent authority proposes to refuse an application for listing, it must give the applicant a warning notice.

If the competent authority decides to refuse an application for listing, it must give the applicant a decision notice.

If the competent authority decides to refuse an application for listing, the applicant may refer the matter to the Tribunal.

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.

The competent authority 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.

The competent authority may, in accordance with listing rules, suspend the listing of any securities.

The competent authority 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.

If securities are suspended under subsection (2) they are to be treated, for the purposes of sections 96 and 99, as still being listed.

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

If the competent authority discontinues or suspends the listing of any securities, F10on its own initiative, the issuer may refer the matter to the Tribunal.

The competent authority may extend the period within which representations may be made to it.

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

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.

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

If the competent authority has suspended the listing of securities F13on its own initiative and proposes to refuse an application by the issuer of the securities for the cancellation of the suspension, it must give him a warning notice.

If the competent authority decides to refuse an application for the cancellation of the suspension of listed securities, the applicant may refer the matter to the Tribunal.

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

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

If the competent authority discontinues or suspends the listing of securities on the application of the issuer of the securities it must give him written notice.

If the competent authority 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.

The competent authority 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.

If the competent authority 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.

If the competent authority 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.

If the competent authority decides to refuse an application for the cancellation of the suspension of listed securities, the applicant may refer the matter to the Tribunal.

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

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

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

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

Listing rules made under subsection (1) may not specify securities of a kind for which an approved prospectus is required as a result of section 85.

Nothing in this section affects the competent authority’s general power to make listing rules.

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

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.

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.

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.

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.

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

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

“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.

“Listing particulars” includes supplementary listing particulars.

Prospectus rules may make provision for the purpose of dealing with matters arising out of or related to any provision of the prospectus directive.

In relation to cases where the home State in relation to an issuer of transferable securities is an EEA State other than the United Kingdom, prospectus rules may make provision for the recognition of elections made in relation to such securities under the law of that State in accordance with Article 1.3 or 2.1(m)(iii) of the prospectus directive.

In relation to a document relating to transferable securities issued by an issuer incorporated in a non-EEA State and drawn up in accordance with the law of that State, prospectus rules may make provision as to the approval of that document as a prospectus.

Nothing in this section affects the competent authority's general power to make prospectus rules.

It is unlawful for transferable securities to which this subsection applies to be offered to the public in the United Kingdom unless an approved prospectus has been made available to the public before the offer is made.

It is unlawful to request the admission of transferable securities to which this subsection applies to trading on a regulated market situated or operating in the United Kingdom unless an approved prospectus has been made available to the public before the request is made.

A contravention of subsection (1) or (2) 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.

“Approved prospectus” means, in relation to transferable securities to which this section applies, a prospectus approved by the competent authority of the home State in relation to the issuer of the securities.

For the purposes of this section, an amount (in relation to an amount denominated in euros) is an “equivalent amount” if it is an amount of equal value denominated wholly or partly in another currency or unit of account.

The equivalent is to be calculated at the latest practicable date before (but in any event not more than 3 working days before) the date on which the offer is first made.

If a person makes such an election, the provisions of this Part and of prospectus rules apply in relation to those transferable securities as if, in relation to an offer of the securities to the public or the admission of the securities to trading on a regulated market, they were transferable securities for which an approved prospectus would be required as a result of section 85.

Listing rules made under section 79 do not apply to securities which are the subject of an election.

The necessary information must be presented in a form which is comprehensible and easy to analyse.

The necessary information must be prepared having regard to the particular nature of the transferable securities and their issuer.

The prospectus must include a summary (unless the transferable securities in question are ones in relation to which prospectus rules provide that a summary is not required).

The summary must, briefly and in non-technical language, convey the essential characteristics of, and risks associated with, the issuer, any guarantor and the transferable securities to which the prospectus relates.

Where the prospectus for which approval is sought does not include the final offer price or the amount of transferable securities to be offered to the public, the applicant must inform the competent authority in writing of that information as soon as that element is finalised.

“Prospectus” (except in subsection (5)) includes a supplementary prospectus.

The Secretary of State or the Treasury may issue a certificate to the effect that the disclosure of any information would be contrary to the public interest.

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

This section does not affect any powers of the competent authority under prospectus rules.

“Prospectus” includes a supplementary prospectus.

The competent authority must notify the applicant of its decision on an application for approval of a prospectus before the end of the period for consideration.

Subsection (4) applies only to information and documents reasonably required in connection with the exercise by the competent authority of its functions in relation to the application.

The competent authority may require any information provided under this section to be provided in such form as it may reasonably require.

The competent authority must notify the applicant of its decision on an application for approval of a supplementary prospectus before the end of the period of 7 working days beginning with the date on which the application is received; and subsections (4) and (6) to (8) apply to such an application as they apply to an application for approval of a prospectus.

The competent authority's failure to comply with subsection (1) or (9) does not constitute approval of the application in question.

If the competent authority approves a prospectus, it must give the applicant written notice.

If the competent authority proposes to refuse to approve a prospectus, it must give the applicant written notice.

The notice must state the competent authority's reasons for the proposed refusal.

If the competent authority decides to refuse to approve a prospectus, it must give the applicant written notice.

If the competent authority refuses to approve a prospectus, the applicant may refer the matter to the Tribunal.

In this section “prospectus” includes a supplementary prospectus.

The competent authority may transfer an application for the approval of a prospectus or a supplementary prospectus to the competent authority of another EEA State (“the transferee authority”).

Before doing so, the competent authority must obtain the agreement of the transferee authority.

The competent authority must inform the applicant of the transfer within 3 working days beginning with the first working day after the date of the transfer.

On making a transfer under subsection (1), the competent authority ceases to have functions under this Part in relation to the application transferred.

Section 87C applies as if the date of the transfer were the date on which the application was received by the competent authority.

Subsection (2) applies if, during the relevant period, there arises or is noted a significant new factor, material mistake or inaccuracy relating to the information included in a prospectus approved by the competent authority.

The person on whose application the prospectus was approved must, in accordance with prospectus rules, submit a supplementary prospectus containing details of the new factor, mistake or inaccuracy to the competent authority for its approval.

“Significant” means significant for the purposes of making an informed assessment of the kind mentioned in section 87A(2).

A supplementary prospectus must provide sufficient information to correct any mistake or inaccuracy which gave rise to the need for it.

Subsection (1) applies also to information contained in any supplementary prospectus published under this section.

A document is not a certificate of approval unless it states whether (and, if so, why) the competent authority providing it authorised, in accordance with the prospectus directive, the omission from the prospectus of information which would otherwise have been required to be included.

“Prospectus” includes a supplementary prospectus.

A certificate of approval must state whether (and, if so, why) the competent authority authorised, in accordance with section 87B, the omission from the prospectus of information which would otherwise have been required to be included.

“Prospectus” includes a supplementary prospectus.

“Specified” means specified in a request made for the purposes of this section.

This section applies where a person (“the offeror”) has made an offer of transferable securities to the public in the United Kingdom (“the offer”).

If the competent authority has reasonable grounds for suspecting that it is likely that an applicable provision will be infringed, it may require the offeror to withdraw the offer.

If the competent authority finds that an applicable provision has been infringed, it may require the offeror to withdraw the offer.

This section applies where a person has requested the admission of transferable securities to trading on a regulated market situated or operating in the United Kingdom.

If the competent authority finds that an applicable provision has been infringed, it may require the market operator to prohibit trading in the securities on the regulated market in question.

If the competent authority proposes to publish a statement, it must give the person a warning notice setting out the terms of the proposed statement.

If, after considering any representations made in response to the warning notice, the competent authority decides to make the proposed statement, it must give the person a decision notice setting out the terms of the statement.

“Prospectus” includes a supplementary prospectus.

A person to whom a decision notice is given under section 87M may refer the matter to the Tribunal.>

A person to whom a notice is given under section 87O may refer the matter to the Tribunal.

The competent authority may extend the period within which representations may be made to it.

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

A notice given under subsection (5) must inform that person, where relevant, of his right to refer the matter to the Tribunal.

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.

If a notice under this section relates to the exercise of the power conferred by section 87L(3), the notice must also be given to the person at whose request the transferable securities were admitted to trading on the regulated market.

For the purpose of complying with the request mentioned in subsection (1)(c), the powers conferred by sections 87K and 87L may be exercised as if the prospectus were one which had been approved by the competent authority.

Section 87N does not apply to an exercise of those powers as a result of this section.

Section 87O does apply to such an exercise of those powers but with the omission of subsections (3)(e), (6) and (7).

Where a person agrees to buy or subscribe for transferable securities in circumstances where the final offer price or the amount of transferable securities to be offered to the public is not included in the prospectus, he may withdraw his acceptance before the end of the withdrawal period.

Where a supplementary prospectus has been published and, prior to the publication, a person agreed to buy or subscribe for transferable securities to which it relates, he may withdraw his acceptance before the end of the period of 2 working days beginning with the first working day after the date on which the supplementary prospectus was published.

The competent authority must establish and maintain, in accordance with this section and prospectus rules, a register of investors for the purposes of section 86.

A person who does not fall within subsection (2) or (3) may not be entered in the register.

Listing rules may require a person to make arrangements with a sponsor for the performance by the sponsor of such services in relation to him as may be specified in the rules.

“Sponsor” means a person approved by the competent authority for the purposes of the rules.

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

Listing rules may make provision for the competent authority, if it considers that a sponsor has contravened a requirement imposed on him by rules made as a result of section 88(3)(c), to publish a statement to that effect.

If the competent authority proposes to publish a statement it must give the sponsor a warning notice setting out the terms of the proposed statement.

If, after considering any representations made in response to the warning notice, the competent authority decides to make the proposed statement, it must give the sponsor a decision notice setting out the terms of the statement.

A sponsor to whom a decision notice is given under this section may refer the matter to the Tribunal.

The competent authority may make rules for the purposes of the transparency obligations directive.

The rules may include provision for dealing with any matters arising out of or related to any provision of the transparency obligations directive.

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

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

Transparency rules may make provision for voteholder information notified to the issuer to be notified at the same time to the competent authority.

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.

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

In the case of an issuer of debt securities, this section also applies to information required by Article 5 of the transparency obligations directive.

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

Transparency rules under section 89A(3)(b) may make different provision for different descriptions of comparable instrument.

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.

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.

Transparency rules that require a person to make information public may include provision authorising the competent authority to make the information public in the event that the person fails to do so.

The competent authority may make public any information notified to the authority in accordance with transparency rules.

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.

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

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

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

The competent authority may require any information provided under section 89H to be provided in such form as it may reasonably require.

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

The competent authority may require an issuer to make public any information provided to the authority under section 89H.

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

In sections 89H and 89I (power of competent authority 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—

  1. (a)

     holds voting rights in respect of any voting shares for the purposes of sections 89A to 89G (transparency rules), or

  2. (b)

     is treated as holding such rights by virtue of rules under section 89A(3)(b).

If the competent authority 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.

If the competent authority proposes to publish a statement, it must give the issuer a warning notice setting out the terms of the proposed statement.

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

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.

In relation to an issuer whose home State is a member State other than the United Kingdom, any reference to an applicable transparency obligation must be read subject to section 100A(2).

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

If the competent authority finds that an applicable transparency obligation has been infringed, it may require the market operator to prohibit trading in the securities.

In relation to an issuer whose home State is a member State other than the United Kingdom, any reference to an applicable transparency obligation must be read subject to section 100A(2).

The competent authority may extend the period within which representations may be made to it.

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

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

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

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.

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

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

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.

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.

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

A person is not to be subject to civil liability solely on the basis of a summary in a prospectus unless the summary is misleading, inaccurate or inconsistent when read with the rest of the prospectus; and, in this subsection, a summary includes any translation of it.

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 implementing 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 Authority under section 248 of this Act.

Any reference in subsection (6) to a person being subject to a liability includes a reference to another person being entitled as against him to be granted any civil remedy or to rescind or repudiate an agreement.

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.

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

If, in the case of a contravention F40by a person referred to in subsectionF41(1), (1ZA)(a), (1A) or (1B)F42(“P”), the competent authority considers that F43another person who was at the material time a director of F44P was knowingly concerned in the contravention, it may impose upon him a penalty of such amount as it considers appropriate.

If the competent authority 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.

Nothing in this section prevents the competent authority from taking any other steps which it has power to take under this Part.

A penalty under this section is payable to the competent authority.

The competent authority may not take action against a person under this section after the end of the period of two 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.

If the competent authority proposes to take action against a person under section 91, it must give him a warning notice.

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

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

If the competent authority decides to take action against a person under section 91, it must give him a decision notice.

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

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

If the competent authority decides to take action against a person under section 91, he may refer the matter to the Tribunal.

The competent authority may at any time alter or replace its policy statement.

If its policy statement is altered or replaced, the competent authority must issue the altered or replacement statement.

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

The competent authority must publish a statement issued under this section in the way appearing to the competent authority to be best calculated to bring it to the attention of the public.

The competent authority may charge a reasonable fee for providing a person with a copy of the statement.

The competent authority must, without delay, give the Treasury a copy of any policy statement which it publishes under this section.

Before issuing a statement under section 93, the competent authority must publish a draft of the proposed statement in the way appearing to the competent authority to be best calculated to bring it to the attention of the public.

The draft must be accompanied by notice that representations about the proposal may be made to the competent authority within a specified time.

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

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

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

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

An order under this section may include provision corresponding to that made by any provision of Chapter III of Part X.

Subsection (3) is not to be read as in any way restricting the power conferred by subsection (1).

Subsections (6) to (8) apply for the purposes of provision made by or under this section.

If regulating provisions or practices have, or are intended or likely to have, the effect of requiring or encouraging exploitation of the strength of a market position they are to be taken to have, or be intended or be likely to have, an adverse effect on competition.

In determining whether any of the regulating provisions or practices have, or are intended or likely to have, a particular effect, it may be assumed that the persons to whom the provisions concerned are addressed will act in accordance with them.

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

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

Disclosure rules may make provision with respect to the action that may be taken by the competent authority in respect of non-compliance.

Schedule 11B (connected persons) has effect for the purposes of the provisions of this Part relating to disclosure rules.

The competent authority may, in accordance with disclosure rules, suspend trading in a financial instrument.

If the competent authority does so, the issuer of that financial instrument may refer the matter to the Tribunal.

The provisions relating to suspension of listing of securities in section 78 apply to the suspension of trading in a financial instrument and the references to listing and securities are to be read as references to trading and financial instruments respectively for the purposes of this section.

The competent authority may appoint one or more competent persons to conduct an investigation on its behalf.

Disclosure rules may require the payment of fees to the competent authority in respect of the continued admission of financial instruments to trading on a regulated market.

Transparency rules may require the payment of fees to the competent authority in respect of the continued admission of financial instruments to trading on a regulated market.

In fixing the amount of any fee which is to be payable to the competent authority, no account is to be taken of any sums which it receives, or expects to receive, by way of penalties imposed by it under this Part.

Subsection (2)(c) applies whether expenses were incurred before or after the coming into force of this Part.

Any fee which is owed to the competent authority under any provision made by or under this Part may be recovered as a debt due to it.

In determining its policy with respect to the amount of penalties to be imposed by it under this Part, the competent authority must take no account of the expenses which it incurs, or expects to incur, in discharging its functions under this Part.

The competent authority must prepare and operate a scheme for ensuring that the amounts paid to it by way of penalties imposed under this Part are applied for the benefit of issuers of securities admitted to the official list F57, and issuers who have requested or approved the admission of financial instruments to trading on a regulated market.

The scheme may, in particular, make different provision with respect to different classes of issuer.

Up to date details of the scheme must be set out in a document (“the scheme details”).

The scheme details must be published by the competent authority in the way appearing to it to be best calculated to bring them to the attention of the public.

Before making the scheme, the competent authority must publish a draft of the proposed scheme in the way appearing to it to be best calculated to bring it to the attention of the public.

The draft must be accompanied by notice that representations about the proposals may be made to the competent authority within a specified time.

Before making the scheme, the competent authority must have regard to any representations made to it under subsection (7).

If the scheme differs from the draft published under subsection (6) in a way which is, in the opinion of the competent authority, significant the competent authority must (in addition to complying with subsection (9)) publish details of the difference.

The competent authority must, without delay, give the Treasury a copy of any scheme details published by it.

Subsections (6) to (10) and (12) apply also to a proposal to alter or replace the scheme.

The competent authority may act in such a case only in respect of the infringement of a provision required by the relevant directive.

Any reference to an applicable provision or applicable transparency obligation shall be read accordingly.

If the authority is so satisfied, it must, after informing the competent authority of the person's home State, take all appropriate measures to protect investors.

In such a case the authority must inform the Commission of the measures at the earliest opportunity.

F59Part 6 rules may make different provision for different cases.

F59Part 6 rules may authorise the competent authority to dispense with or modify the application of the rules in particular cases and by reference to any circumstances.

F59Part 6 rules must be made by an instrument in writing.

Immediately after an instrument containing F59Part 6 rules is made, it must be printed and made available to the public with or without payment.

A person is not to be taken to have contravened F60any Part 6 rule if he shows that at the time of the alleged contravention the instrument containing the rule had not been made available as required by subsection (4).

A certificate purporting to be signed as mentioned in subsection (6) is to be treated as having been properly signed unless the contrary is shown.

A person who wishes in any legal proceedings to rely on a rule-making instrument may require the Authority to endorse a copy of the instrument with a certificate of the kind mentioned in subsection (6).

Neither the competent authority nor any person who is, or is acting as, a member, officer or member of staff of the competent authority is to be liable in damages for anything done or omitted in the discharge, or purported discharge, of the authority’s functions.

This section applies for the purposes of this Part.

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

“Transferable securities” means anything which is a transferable security for the purposes of F62Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months.

“Debt securities” has the meaning given in Article 2.1(b) of the transparency obligations directive.

“Financial instrument” has F64(except in section 89F) the meaning given in Article 1.3 of Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation F65(as modified by Article 69 of Directive 2004/39/EC on markets in financial instruments).

“Non-equity transferable securities” means all transferable securities that are not equity securities; and for this purpose “equity securities” has the meaning given in Article 2.1(b) of the prospectus directive.

For the purposes of this Part, to the extent that an offer of transferable securities is made to a person in the United Kingdom it is an offer of transferable securities to the public in the United Kingdom.

Subsection (1) includes the placing of securities through a financial intermediary.

“Multilateral trading facility” means a multilateral system, operated by an investment firm F67. . . or a market operator, which brings together multiple third-party buying and selling interests in financial instruments in accordance with non-discretionary rules so as to result in a contract.

In this Part, save where the context otherwise requires—

In relation to any function conferred on the competent authority by this Part, any reference in this Part to the competent authority is to be read as a reference to the person by whom that function is for the time being exercisable.

If, as a result of an order under Schedule 8, different functions conferred on the competent authority by this Part are exercisable by different persons, the powers conferred by section 91 are exercisable by such person as may be determined in accordance with the provisions of the order.