Financial Services and Markets Bill - continued        House of Commons
Prospectuses - continued

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Application of this Part to prospectuses.     81. - (1) The provisions of this Part apply in relation to a prospectus required by listing rules as they apply in relation to listing particulars.
      (2) In this Part-
    (a) any reference to listing particulars is to be read as including a reference to a prospectus; and
    (b) any reference to supplementary listing particulars is to be read as including a reference to a supplementary prospectus.
Approval of prospectus where no application for listing.     82. - (1) Listing rules may provide for a prospectus to be submitted to and approved by the competent authority if-
    (a) securities are to be offered to the public in the United Kingdom for the first time;
    (b) no application for listing of the securities has been made under this Part; and
    (c) the prospectus is submitted by, or with the consent of, the issuer of the securities.
      (2) "Non-listing prospectus" means a prospectus submitted to the competent authority as a result of any listing rules made under subsection (1).
      (3) Listing rules made under subsection (1) may make provision-
    (a) as to the information to be contained in, and the form of, a non-listing prospectus; and
    (b) as to the timing and manner of publication of a non-listing prospectus.
      (4) The power conferred by subsection (3)(b) is subject to such provision made by or under any other enactment as the Treasury may by order specify.
      (5) Schedule 8 modifies provisions of this Part as they apply in relation to non-listing prospectuses.
Compensation for false or misleading particulars.     83. - (1) Any person responsible for listing particulars is liable to pay compensation to a person who has-
    (a) acquired securities to which the particulars apply; and
    (b) suffered loss in respect of them as a result of-
      (i) any untrue or misleading statement in the particulars; or
      (ii) the omission from the particulars of any matter required to be included by section 75 or 76.
      (2) But this section is subject to the exemptions provided by Schedule 9.
      (3) 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.
      (4) Any person who fails to comply with section 76 is liable to pay compensation to any person who has-
    (a) acquired securities of the kind in question; and
    (b) suffered loss in respect of them as a result of the failure.
      (5) This section does not affect any liability which may be incurred apart from this section.
      (6) 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.
      (7) No person shall, by reason of being a promoter of a company or otherwise, incur any liability for failing to disclose information which he would not be required to disclose in listing particulars in respect of a company's securities-
    (a) if he were responsible for those particulars; or
    (b) if he is responsible for them, which he is entitled to omit by virtue of section 77.
      (8) The reference in subsection (7) 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.
      (9) "Listing particulars" includes supplementary listing particulars.
Penalties for breach of listing rules.     84. - (1) If the competent authority considers that a person-
    (a) has contravened any provision of listing rules, or
    (b) has been knowingly concerned in a contravention of listing rules by a body of which he was a director at the material time,
  it may (in addition to taking any other steps which it has power to take under this Part) impose on him a penalty of such amount as it considers appropriate.
      (2) If, as a result of an order under Schedule 7, different functions conferred on the competent authority by this Part are exercisable by different persons, the power conferred by subsection (1) is exercisable by such person as may be determined in accordance with the provisions of the order.
      (3) A penalty under this section is payable to the competent authority.
      (4) The competent authority may not impose a penalty on a person under subsection (1)(b) after the end of the period of two years beginning with the first day on which it knew of the contravention.
      (5) For the purposes of subsection (4), the competent authority is to be treated as knowing of a contravention if it has information from which the contravention can reasonably be inferred.
Warning notices.     85. - (1) If the competent authority proposes to impose a penalty on a person under section 84, it must give him a warning notice.
      (2) A warning notice must-
    (a) state the competent authority's reasons for its proposed action;
    (b) state the amount of the proposed penalty; and
    (c) indicate the right of appeal available to the person to whom the notice applies.
      (3) If the reasons given by the competent authority relate to matters which may, in its opinion, be materially prejudicial to another person in any business, office or employment, it must give that other person a copy of the notice given under subsection (1).
Statement of policy.     86. - (1) The competent authority must prepare and publish a statement ("its policy statement") of its policy with respect to-
    (a) the imposition of penalties under section 84; and
    (b) the amount of penalties under that section.
      (2) The competent authority may at any time alter or replace its policy statement.
      (3) If its policy statement is altered or replaced, the competent authority must publish the altered or replacement statement.
      (4) In exercising, or deciding whether to exercise, its power under section 84 in the case of any particular contravention, the competent authority must have regard to its policy statement (as applicable at the time of the contravention).
      (5) The competent authority must publish its policy statement in such manner as it considers most suitable for bringing it to the attention of those who are likely to be affected by the exercise of its power under section 84.
      (6) If the competent authority is preparing, altering or replacing its policy statement it must consult such persons as it considers appropriate.
      (7) The competent authority must, without delay, give the Treasury a copy of any policy statement which it publishes under this section.
Appeals against penalties.     87. The competent authority must make, and maintain, arrangements in accordance with which any person on whom a penalty is imposed under section 84 may appeal against the imposition of that penalty.
Notice for payment.     88. - (1) If the competent authority imposes a penalty on a person under section 84, it must give him a notice under this section (a "notice for payment").
      (2) A notice for payment must-
    (a) be in writing; and
    (b) require the person concerned to pay the penalty to the competent authority before the end of such period as may be specified in the notice.
      (3) The specified period may not be less than 30 days beginning with the date on which the notice for payment is given.
      (4) If all or any of the amount payable under a notice for payment is outstanding at the end of the specified period, the competent authority may recover the outstanding amount as a debt due to it.
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