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

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F296BF3Disclosure rules: persons responsible for compliance

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F296CSuspension of trading

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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—

F4(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), F5... F6or (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;

F7(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 F985 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.

F10(4)

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

F1198 Advertisements etc. in connection with listing applications.

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F1299 Fees.

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F13100 Penalties.

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F14100AExercise of powers where UK is host member state

(1)

This section applies to the exercise by the F15FCA 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 F16FCA 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.

F17(3)

If F18the 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 F18the FCA of the measures it proposes to take or has taken or the reasons for not taking such measures, and

(b)

notify ESMA.

(4)

F19The 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 F20the FCA is so satisfied, it must, after informing the competent authority of the person's home State F21and ESMA, take all appropriate measures to protect investors.

(6)

In such a case F22the FCA must inform the Commission F23and ESMA of the measures at the earliest opportunity.

101 Listing rules: general provisions.

F24(1)

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(2)

F25Part 6 rules may authorise the F26FCA to dispense with or modify the application of the rules in particular cases and by reference to any circumstances.

F27(3)

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F27(4)

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F27(5)

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F27(6)

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F27(7)

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F27(8)

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F28102 Exemption from liability in damages.

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