Part VI Official Listing

Miscellaneous

96 Obligations of issuers of listed securities.

(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 F1FCA in the event of non-compliance.

(2)

If the rules require an issuer to publish information, they may include provision authorising the F1FCA 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.

F2 96A Disclosure of information requirements

(1)

Disclosure rules must include provision specifying the disclosure of information requirements to be complied with by—

(a)

issuers who have requested or approved admission of their financial instruments to trading on a regulated market in the United Kingdom;

(b)

persons acting on behalf of or for the account of such issuers;

(c)

persons discharging managerial responsibilities within an issuer—

(i)

who is registered in the United Kingdom and who has requested or approved admission of its shares to trading on a regulated market; or

(ii)

who is not registered in the United Kingdom or any other EEA State but who has requested or approved admission of its shares to trading on a regulated market and F3 whose home State is the United Kingdom;

(d)

persons connected to such persons discharging managerial responsibilities.

(2)

The rules must in particular—

(a)

require an issuer to publish specified inside information;

(b)

require an issuer to publish any significant change concerning information it has already published in accordance with paragraph (a);

(c)

allow an issuer to delay the publication of inside information in specified circumstances;

(d)

require an issuer (or a person acting on his behalf or for his account) who discloses inside information to a third party to publish that information without delay in specified circumstances;

(e)

require an issuer (or person acting on his behalf or for his account) to draw up a list of those persons working for him who have access to inside information relating directly or indirectly to that issuer; and

(f)

require persons discharging managerial responsibilities within an issuer falling within subsection (1)(c)(i) or (ii), and persons connected to such persons discharging managerial responsibilities, to disclose transactions conducted on their own account in shares of the issuer, or derivatives or any other financial instrument relating to those shares.

(3)

Disclosure rules may make provision with respect to the action that may be taken by the F1FCA in respect of non-compliance.

F296BF4Disclosure rules: persons responsible for compliance

(1)

F5For the purposes of the provisions of this Part relating to disclosure rules, a “person discharging managerial responsibilities within an issuer” means—

(a)

a director of an issuer falling within section 96A(1)(c)(i) or (ii); or

(b)

a senior executive of such an issuer who—

(i)

has regular access to inside information relating, directly or indirectly, to the issuer, and

(ii)

has power to make managerial decisions affecting the future development and business prospects of the issuer.

F6(2)

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

96CSuspension of trading

(1)

The F1FCA may, in accordance with disclosure rules, suspend trading in a financial instrument.

(2)

If the F1FCA does so, the issuer of that financial instrument may refer the matter to the Tribunal.

(3)

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.

97 Appointment by F1FCA of persons to carry out investigations.

(1)

Subsection (2) applies if it appears to the F1FCA that there are circumstances suggesting that—

F7(a)

there may have been a contravention of—

(i)

a provision of this Part or of Part 6 rules, or

(ii)

a provision otherwise made in accordance with the prospectus directive or the transparency obligations directive;

(b)

a person who was at the material time a director of a person mentioned in section 91(1), (1ZA)(a), F8or (1A), 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)

a provision otherwise made in accordance with the prospectus directive or the transparency obligations directive;

F9(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—

(i)

a provision of the transparency rules, or

(ii)

a provision otherwise made in accordance with the transparency obligations directive;

(c)

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(d)

there may have been a contravention of section F1185 or 87G .

(2)

The F1FCA 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 F1FCA;

(c)

references to the offences mentioned in section 168 were to those mentioned in subsection (1)(d);

(d)

references to an authorised person were references to the person under investigation.

F12(4)

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

F1398 Advertisements etc. in connection with listing applications.

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F1499 Fees.

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F15100 Penalties.

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F16100AExercise of powers where UK is host member state

(1)

This section applies to the exercise by the F17FCA of any power under this Part exercisable in case of infringement of—

(a)

a provision of prospectus rules or any other provision made in accordance with the prospectus directive, or

(b)

a provision of transparency rules or any other provision made in accordance with the transparency obligations directive,

in relation to an issuer whose home State is a member State other than the United Kingdom.

(2)

The F18FCA 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.

F19(3)

If F20the FCA finds that there has been such an infringement, it must—

(a)

give a notice to that effect to the competent authority of the person’s home State requesting it—

(i)

to take all appropriate measures for the purpose of ensuring that the person remedies the situation that has given rise to the notice, and

(ii)

to inform F20the FCA of the measures it proposes to take or has taken or the reasons for not taking such measures, and

(b)

notify ESMA.

(4)

F21The FCA may not act further unless satisfied—

(a)

that the competent authority of the person's home State has failed or refused to take measures for the purpose mentioned in subsection (3)(a), or

(b)

that the measures taken by that authority have proved inadequate for that purpose.

This does not affect exercise of the powers under section 87K(2), 87L(2) or (3) or 89L(2) or (3) (powers to protect market).

(5)

If F22the FCA is so satisfied, it must, after informing the competent authority of the person's home State F23and ESMA, take all appropriate measures to protect investors.

(6)

In such a case F24the FCA must inform the Commission F25and ESMA of the measures at the earliest opportunity.

101 Listing rules: general provisions.

F26(1)

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(2)

F27Part 6 rules may authorise the F28FCA to dispense with or modify the application of the rules in particular cases and by reference to any circumstances.

F29(3)

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F29(4)

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F29(5)

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F29(6)

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F29(7)

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F29(8)

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F30102 Exemption from liability in damages.

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