- Latest available (Revised)
- Point in Time (10/03/2021)
- Original (As enacted)
Point in time view as at 10/03/2021.
Companies Act 2006, SCHEDULE 15 is up to date with all changes known to be in force on or before 23 December 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
Changes and effects yet to be applied by the editorial team are only applicable when viewing the latest version or prospective version of legislation. They are therefore not accessible when viewing legislation as at a specific point in time. To view the ‘Changes to Legislation’ information for this provision return to the latest version view using the options provided in the ‘What Version’ box above.
Section 1272
1U.K.Part 6 of the Financial Services and Markets Act 2000 (listing and other matters) is amended as follows.
F12U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F1Sch. 15 para. 2 repealed (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 19 (with Sch. 20); S.I. 2013/423, art. 3, Sch.
3U.K.In section 73A (Part 6 Rules), after subsection (5) insert—
“(6)Transparency rules and corporate governance rules are not listing rules, disclosure rules or prospectus rules, but are Part 6 rules.”
4U.K.For the cross-heading before section 90 substitute “ Compensation for false or misleading statements etc ”.
5U.K.For the heading to section 90 substitute “ Compensation for statements in listing particulars or prospectus ”.
6(1)Section 91 (penalties for breach of Part 6 rules) is amended as follows.U.K.
(2)For subsection (1) substitute—
“(1)If the competent authority considers that—
(a)an issuer of listed securities, or
(b)an applicant for listing,
has contravened any provision of listing rules, it may impose on him a penalty of such amount as it considers appropriate.
(1ZA)If the competent authority considers that—
(a)an issuer who has requested or approved the admission of a financial instrument to trading on a regulated market,
(b)a person discharging managerial responsibilities within such an issuer, or
(c)a person connected with such a person discharging managerial responsibilities,
has contravened any provision of disclosure rules, it may impose on him a penalty of such amount as it considers appropriate.”.
(3)After subsection (1A) insert—
“(1B)If the competent authority considers—
(a)that a person has contravened—
(i)a provision of transparency rules or a provision otherwise made in accordance with the transparency obligations directive, or
(ii)a provision of corporate governance rules, or
(b)that a person on whom a requirement has been imposed under section 89L (power to suspend or prohibit trading of securities in case of infringement of applicable transparency obligation), has contravened that requirement,
it may impose on the person a penalty of such amount as it considers appropriate.”.
(4)In subsection (2) for “(1)(a), (1)(b)(i) or (1A)” substitute “ (1), (1ZA)(a), (1A) or (1B) ”.
7U.K.In section 96B (persons discharging managerial responsibilities and connected persons)—
(a)for the heading substitute “ Disclosure rules: persons responsible for compliance ”;
(b)in subsection (1) for “For the purposes of this Part” substitute “ for the purposes of the provisions of this Part relating to disclosure rules ”.
8U.K.In section 97(1) (appointment by the competent authority of persons to carry out investigations), for paragraphs (a) and (b) substitute—
“(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), (1A) or (1B) 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;”.
F29U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F2Sch. 15 para. 9 repealed (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 19 (with Sch. 20); S.I. 2013/423, art. 3, Sch.
10(1)Section 102A (meaning of “securities” etc) is amended as follows.U.K.
(2)After subsection (3) insert—
“(3A)“Debt securities” has the meaning given in Article 2.1(b) of the transparency obligations directive.”.
(3)In subsection (3) (meaning of “transferable securities”) for “the investment services directive” substitute “ Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments ”.
(4)In subsection (6) (meaning of “issuer”), after paragraph (a) insert—
“(aa)in relation to transparency rules, means a legal person whose securities are admitted to trading on a regulated market or whose voting shares are admitted to trading on a UK market other than a regulated market, and in the case of depository receipts representing securities, the issuer is the issuer of the securities represented;”.
11(1)Section 103(1) (interpretation of Part 6) is amended as follows.U.K.
(2)In the definition of “regulated market” for “Article 1.13 of the investment services directive” substitute “ Article 4.1(14) of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments ”.
(3)At the appropriate place insert—
““transparency rules” has the meaning given by section 89A(5);
“voteholder information” has the meaning given by section 89B(3);”.
Commencement Information
I1Sch. 15 para. 11 wholly in force at 1.10 2008; Sch. 15 para. 11(1)(3) in force at Royal Assent see s. 1300(1)(a); Sch. 15 para. 11(2) in force at 1.10.2008 by S.I. 2008/1886, art. 2 (with arts. 6, 7)
12U.K.In section 429(2) (Parliamentary control of statutory instruments: affirmative procedure) of the Financial Services and Markets Act 2000 (c. 8) after “section” insert “ 90B or ”.
13U.K.Chapter 2 of Part 1 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (accounts and reports) is amended as follows.
14(1)Section 14 (supervision of periodic accounts and reports of issuers of listed securities) is amended as follows.U.K.
(2)In subsection (2)(a)—
(a)for “listed” substitute “ transferable ”;
(b)for “listing” substitute “ Part 6 ”.
(3)In subsection (3)(a)—
(a)for “listed” substitute “ transferable ”;
(b)for “listing” substitute “ Part 6 ”.
(4)In subsection (7)(b) for “listed” substitute “ transferable ”.
(5)In subsection (12)—
(a)for “ “listed securities” and “listing rules” have” substitute “ “Part 6 rules” has ”;
(b)for the definition of “issuer” substitute—
““issuer” has the meaning given by section 102A(6) of that Act;”;
(c)in the definition of “periodic” for “listing” substitute “ Part 6 ”;
(d)at the end add—
““transferable securities” has the meaning given by section 102A(3) of that Act.”.
15(1)Section 15 (application of certain company law provisions to bodies appointed under section 14) is amended as follows.U.K.
(2)In subsection (5)(a)—
(a)for “listed” substitute “ transferable ”;
(b)for “listing” substitute “ Part 6 ”.
(3)In subsection (5B)(a)—
(a)for “listed” substitute “ transferable ”;
(b)for “listing” substitute “ Part 6 ”.
(4)In subsection (6)(b) for “ “listing rules” and “security”” substitute “ “Part 6 rules” and “transferable securities” ”.
The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Whole Act you have selected contains over 200 provisions and might take some time to download.
Would you like to continue?
The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area.
Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. No changes have been applied to the text.
Point in Time: This becomes available after navigating to view revised legislation as it stood at a certain point in time via Advanced Features > Show Timeline of Changes or via a point in time advanced search.
Geographical Extent: Indicates the geographical area that this provision applies to. For further information see ‘Frequently Asked Questions’.
Show Timeline of Changes: See how this legislation has or could change over time. Turning this feature on will show extra navigation options to go to these specific points in time. Return to the latest available version by using the controls above in the What Version box.
Text created by the government department responsible for the subject matter of the Act to explain what the Act sets out to achieve and to make the Act accessible to readers who are not legally qualified. Explanatory Notes were introduced in 1999 and accompany all Public Acts except Appropriation, Consolidated Fund, Finance and Consolidation Acts.
Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:
This timeline shows the different points in time where a change occurred. The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. The first date in the timeline will usually be the earliest date when the provision came into force. In some cases the first date is 01/02/1991 (or for Northern Ireland legislation 01/01/2006). This date is our basedate. No versions before this date are available. For further information see the Editorial Practice Guide and Glossary under Help.
Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:
Click 'View More' or select 'More Resources' tab for additional information including: