Part XVIII Recognised Investment Exchanges and Clearing Houses
F1CHAPTER 1ACONTROL OVER RECOGNISED INVESTMENT EXCHANGE
Enforcement procedures
301IObjections by the F2FCA
(1)
The F2FCA may object to a person's control over a recognised investment exchange in any of the circumstances specified in subsection (2).
(2)
The circumstances are that the F2FCA reasonably believes that—
(a)
the person acquired or increased control without giving notice under section 301A in circumstances where notice was required; and
(b)
there are grounds for objecting to control on the basis of the approval requirement in section 301F(4).
(3)
If the F2FCA proposes to object to a person's control over a recognised investment exchange, it must give that person a warning notice.
(4)
If the F2FCA decides to object to a person's control over a UK authorised person, it must give that person a decision notice.
(5)
A person to whom the F2FCA gives a decision notice under this section may refer the matter to the Tribunal.
301JRestriction notices
(1)
The F3FCA may give notice in writing (a “restriction notice”) to a person in the following circumstances.
(2)
The circumstances are that—
(a)
the person has control over a recognised investment exchange by virtue of holding shares or voting power; and
(b)
in relation to the shares or voting power, the F4FCA has given the person a warning notice or a decision notice under section 301G or 301I or a final notice which confirms a decision notice given under section 301G or 301I.
(3)
In a restriction notice, the F5FCA may direct that shares or voting power to which the notice relates are, until further notice, subject to one or more of the following restrictions—
(a)
except by court order, an agreement to transfer or a transfer of any such shares or voting power or, in the case of unissued shares, any agreement to transfer or transfer of the right to be issued with them, is void;
(b)
no voting power is to be exercisable;
(c)
no further shares are to be issued in pursuance of any right of the holder of any such shares or voting power or in pursuance of any offer made to their holder;
(d)
except in a liquidation, no payment is to be made of any sums due from the body corporate on any such shares, whether in respect of capital or otherwise.
(4)
A restriction notice takes effect—
(a)
immediately; or
(b)
on such date as may be specified in the notice.
(5)
A restriction notice does not extinguish rights which would be enjoyable but for the notice.
(6)
A copy of the restriction notice must be served on—
(a)
the recognised investment exchange in question; and
(b)
in the case of shares or voting power held in a parent undertaking of a recognised investment exchange, the parent undertaking.
(7)
A person to whom the F6FCA gives a restriction notice may refer the matter to the Tribunal.
301KOrders for sale of shares
(1)
The court may, on the application of F7the FCA, order the sale of shares or the disposition of voting power in the following circumstances.
(2)
The circumstances are that—
(a)
a person has control over a recognised investment exchange by virtue of holding the shares or voting power; and
(b)
the acquisition or continued holding of the shares or voting power by that person is in contravention of a final notice which confirms a decision notice given under section 301G or section 301I.
(3)
Where the court orders the sale of shares or disposition of voting power it may—
(a)
if a restriction notice has been given in relation to the shares or voting power, order that the restrictions cease to apply; and
(b)
make any further order.
(4)
Where the court makes an order under this section, it must take into account the level of holding that the person would have been entitled to acquire, or to continue to hold, without contravening the final notice.
(5)
If shares are sold or voting power disposed of in pursuance of an order under this section, any proceeds, less the costs of the sale or disposition, must be paid into court for the benefit of the persons beneficially interested in them; and any such person may apply to the court for payment of a whole or part of the proceeds.
(6)
The jurisdiction conferred by this section may be exercised by the High Court and the Court of Session.