Financial Services and Markets Bill

Financial Services and Markets Bill - continued	House of Commons
PART VI, OFFICIAL LISTING - continued

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	Miscellaneous
Obligations of issuers of listed securities.	89. - (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 competent authority in the event of non-compliance.
	(2) The rules may, in particular, include provision-
	(a) authorising the authority to publish the fact that an issuer has contravened a provision of the rules; and
	(b) if the rules require an issuer to publish information, authorising the authority to publish it in the event of his failure to do so.
	(3) This section applies whenever the securities were listed.
Advertisements etc in connection with listing applications.	90. - (1) If listing particulars are, or are to be, published in connection with an application for listing, no advertisement or other information of a kind specified by listing rules may be issued in the United Kingdom unless the contents of the advertisement or other information have been submitted to the competent authority and that authority has-
	(a) approved those contents; or
	(b) authorised the issue of the advertisement or information without such approval.
	(2) An authorised person who contravenes subsection (1) is to be treated as contravening rules.
	(3) Any other person who contravenes subsection (1) is guilty of an offence and liable-
	(a) on summary conviction, to a fine not exceeding the statutory maximum;
	(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine, or both.
	(4) A person who issues an advertisement or other information to the order of another person is not guilty of an offence under subsection (3) if he shows that he believed on reasonable grounds that the advertisement or information had been approved, or its issue authorised, by the competent authority.
	(5) If information has been approved, or its issue has been authorised, under this section, neither the person issuing it nor any person responsible for, or for any part of, the listing particulars incurs any civil liability by reason of any statement in or omission from the information if that information and the listing particulars, taken together, would not be likely to mislead persons of the kind likely to consider acquiring the securities in question.
	(6) The reference in subsection (5) to a person incurring civil 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.
Fees.	91. Listing rules may require the payment of fees to the competent authority in respect of-
	(a) applications for listing; and
	(b) the continued inclusion of securities in the official list.
Listing rules: general provisions.	92. - (1) Listing rules may make different provision for different cases.
	(2) Listing rules may authorise the competent authority to dispense with or modify the application of the rules in particular cases and by reference to any circumstances.
	(3) Listing rules must be made by an instrument in writing.
	(4) Immediately after an instrument containing listing rules is made, it must be printed and made available to the public with or without payment.
	(5) A person is not to be taken to have contravened any listing rule if he shows that at the time of the alleged contravention the instrument containing the rule had not been made available as required by subsection (4).
	(6) The production of a printed copy of an instrument purporting to be made by the competent authority on which is endorsed a certificate signed by an officer of the authority authorised by it for that purpose and stating-
	(a) that the instrument was made by the authority,
	(b) that the copy is a true copy of the instrument, and
	(c) that on a specified date the instrument was made available to the public as required by subsection (4),
	is evidence (or in Scotland sufficient evidence) of the facts stated in the certificate.
	(7) A certificate purporting to be signed as mentioned in subsection (6) is to be treated as having been properly signed unless the contrary is shown.
	(8) A person who wishes in any legal proceedings to rely on a rule-making instrument may require the Authority to endorse a copy of the instrument with a certificate of the kind mentioned in subsection (6).
Exemption from liability in damages.	93. - (1) Neither the competent authority nor any person who is, or is acting as, a member, officer or member of staff of the competent authority is to be liable in damages for anything done or omitted in the discharge, or purported discharge, of the authority's functions.
	(2) Subsection (1) does not apply-
	(a) if the act or omission is shown to have been in bad faith; or
	(b) so as to prevent an award of damages made in respect of an act or omission on the ground that the act or omission was unlawful as a result of section 6(1) of the Human Rights Act 1998.
Interpretation of this Part.	94. - (1) In this Part-
	"application" means an application made under section 71;
	"approved exchange" has such meaning as may be prescribed by the Treasury;
	"issuer", in relation to anything which is or may be admitted to the official list, has such meaning as may be prescribed by the Treasury;
	"listing" has the meaning given in section 70(5);
	"listing particulars" has the meaning given in section 74(2);
	"listing rules" has the meaning given in section 70(4);
	"new securities" has the meaning given in section 79(2);
	"the official list" means the list maintained as the official list by the Stock Exchange immediately before the coming into force of section 70, as that list has effect for the time being;
	"security" (except in section 70(2)) has the meaning given in section 70(5).
	(2) In relation to any function conferred on the competent authority by this Part, any reference in this Part to the competent authority is to be read as a reference to the person by whom that function is for the time being exercisable.
	(3) For the purposes of this Part, a person offers securities if, and only if, as principal-
	(a) he makes an offer which, if accepted, would give rise to a contract for their issue or sale by him or by another person with whom he has made arrangements for their issue or sale; or
	(b) he invites a person to make such an offer.
	(4) "Offer" and "offeror" are to be read accordingly.
	(5) For the purposes of this Part, the question whether a person offers securities to the public in the United Kingdom is to be determined in accordance with Schedule 10.
	(6) For the purposes of subsection (3)(a), "sale" includes any disposal for valuable consideration.

Prepared 18 November 1999