Company Law Reform Bill [HL]

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

Company Law Reform Bill [HL]

Company Law Reform Bill [HL]
Schedule 15 — Transparency obligations and related matters: minor and consequential amendments
Part 1 — Amendments of the Financial Services and Markets Act 2000
539

Schedule 15
Section 901

Transparency obligations and related matters: minor and consequential
amendments
Part 1
Amendments of the Financial Services and Markets Act 2000
5
1
Part 6 of the Financial Services and Markets Act 2000 (listing and other
matters) is amended as follows.
2
In section 73 (general duty of competent authority), after subsection (1)
insert—
“(1A)
To the extent that those general functions are functions under or
10
relating to transparency rules, subsection (1)(c) and (f) have effect as
if the references to a regulated market were references to a market.”
3
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.”
15
4
For the cross-heading before section 90 substitute “Compensation for false or
misleading statements etc”.
5
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.
20
      (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
25
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
30
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.”
35
      (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
40
obligations directive, or

Company Law Reform Bill [HL]
Schedule 15 — Transparency obligations and related matters: minor and consequential amendments
Part 1 — Amendments of the Financial Services and Markets Act 2000
540

(ii)
a provision of corporate governance rules, or
(b)
that a person on whom a requirement has been imposed
under section 89J (power to suspend or prohibit trading of
securities in case of infringement of applicable transparency
obligation), has contravened that requirement,
5

it may impose on the person a penalty of such amount as it considers
appropriate.”.
      (4)
In subsection (2) for “(1)(a), (1)(b)(ii) or (1A)” substitute “(1), (1ZA)(a), (1A)
or (1B)”.
7
In section 96B (persons discharging managerial responsibilities and
10
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”.
15
8
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
20
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—
25
(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;”.
9
In section 99 (fees) after subsection (1B) insert—
30
“(1C)
Transparency rules may require the payment of fees to the
competent authority in respect of the continued admission of
financial instruments to trading on a regulated market.”.
10
In section 102A(3) (meaning of “transferable securities”) for “the investment
services directive” substitute “Directive 2004/39/EC of the European
35
Parliament and of the Council on markets in financial instruments”.
11    (1)
Section 103(1) (interpretation of Part 6) is amended as follows.
      (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
40
instruments”.
      (3)
At the appropriate place insert—
““voteholder information” has the meaning given by section
89B(2);”.

Company Law Reform Bill [HL]
Schedule 16 — Repeals
541

Part 2
Amendments of the Companies (Audit, Investigations and Community
Enterprise) Act 2004
12
Chapter 2 of Part 1 of the Companies (Audit, Investigations and Community
Enterprise) Act 2004 (accounts and reports) is amended as follows.
5
13    (1)
Section 14 (supervision of periodic accounts and reports of issuers of listed
securities) is amended as follows.
      (2)
In subsection (2)(a)—
(a)
for “listed” substitute “transferable”;
(b)
for “listing” substitute “Part 6”.
10
      (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)—
15
(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);”;
(c)
in the definition of “periodic” for “listing” substitute “Part 6”;
20
(d)
at the end add—
““transferable securities” has the meaning given by
section 102A(3) of that Act.”.
14    (1)
Section 15 (application of certain company law provisions to bodies
appointed under section 14) is amended as follows.
25
      (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”;
30
(b)
for “listing” substitute “Part 6”.
      (4)
In subsection (6)(b) for ““listing rules” and “security”” substitute ““Part 6
rules” and “transferable securities””.
Schedule 16
Section 920

Repeals
35
Company law repeals (Great Britain)

Short title and chapter
Extent of repeal

Companies Act 1985 (c. 6)
Sections 1 to 88.

Company Law Reform Bill [HL]
Schedule 16 — Repeals
542

Short title and chapter
Extent of repeal

Companies Act 1985 (c. 6)—
Section 95.

cont.
Sections 97 and 98.

Sections 117 and 118.

Sections 120 and 121.

5

In section 122(1)—

(a)
paragraphs (a) to (d);

(b)
the words “consolidated, divided,

converted, sub-divided,” and “, or the

stock reconverted”.

10

Sections 123 and 124.

Section 127(5).

In section 128—

(a)
in subsection (3), the words from

“otherwise than” to “section 380”, and

15

(b)
in subsection (4), the words from

“(otherwise than” to “above)”.

In section 129—

(a)
in subsection (1), the words from “with

rights which” to “section 380 applies”,

20

(b)
in subsection (2), the words from

“otherwise than” to “section 380”, and

(c)
in subsection (3), the words from

“(otherwise than” to “above)”.

In section 135(2), the words following

25

paragraph (c).

Section 138(5) and (6).

In section 141, “and liable to a fine”.

In section 143(2) in subsection (2), the words

“the company is liable” to “or both; and,”.

30

Sections 155 to 158.

Section 162A(2).

Section 169(4), (5) and (7) to (9).

Section 183(4) to (6).

Sections 190 and 191.

35

Sections 198 to 262A.

In section 281, “or rule of law”.

Sections 282 to 361.

Sections 363 to 394A.

In section 426(7), the words “; and any person”

40

to the end.

In section 427(5), the words “; and if default is

made” to the end.

Section 430A(4).

In section 437—

45

(a)
in subsection (1), the second sentence,

and

(b)
subsections (1B) and (1C).

Section 438.

Company Law Reform Bill [HL]
Schedule 16 — Repeals
543

Short title and chapter
Extent of repeal

Companies Act 1985 (c. 6)—
In section 439—

cont.
(a)
in subsection (2), “, or is ordered to pay

the whole or any part of the costs of

proceedings brought under section 438”,

5

(b)
subsections (3) and (7), and

(c)
in subsection (8), “; and any such liability

imposed by subsection (2) is (subject as

mentioned above) a liability also to

indemnify all persons against liability

10

under subsection (3)”.

Section 442(2).

Section 446.

In section 448(7), the words “and liable to a

fine.” to the end.

15

Section 449(7).

Section 450(4).

Section 451(3).

Section 453(1A)(b).

Section 453A(6).

20

In section 461(5), the words “; and if a company

makes default” to the end.

Section 651.

In section 652A(1), the word “private”.

In section 652E—

25

(a)
in subsection (1), “and liable to a fine”,

and

(b)
in subsection (2), “and liable to

imprisonment or a fine, or both”.

In section 652F(2), “and liable to a fine”.

30

Sections 653.

Sections 675 to 677.

Sections 680 to 720.

Sections 722 to 723F.

Sections 725 to 734

35

Section 735.

Section 735B.

Sections 740 to 742A.

Section 743A.

In section 744, the definitions of “agent”,

40

“articles”, “communication”, “the Companies

Acts”, “document”, “electronic

communication”, “EEA State”, “expert”,

“Gazette”, “insurance market activity”,

“memorandum”, “official seal”, “oversea

45

company”, “place of business”, “prospectus”,

“prospectus issued generally” and “registrar

of companies”.

Section 745.

Schedule 1.

50

In Schedule 2, Part 2.

Schedules 3 to 11.

Schedule 13.

Schedule 15A.

Schedules 21 to 24.

55

Company Law Reform Bill [HL]
Schedule 16 — Repeals
544

Short title and chapter
Extent of repeal

Insolvency Act 1986 (c. 45)
In Schedule 10, in the entry relating to section

201(4), the word “office”.

In Schedule 13, in Part 1, the entries relating to

the following provisions of the Companies

5

Act 1985—

(a)
section 13(4),

(b)
section 44(7), and

(c)
section 156(3).

Financial Services Act 1986
In Schedule 16, paragraph 20.

10

(c. 60)

Companies Act 1989 (c. 40)
Sections 1 to 22.

Section 56(5).

Sections 57 and 58.

Section 64(2).

15

Section 66(3).

Section 71.

Sections 92 to 107.

Section 108(1) to (3).

Section 109(1) and (2).

20

Section 110.

Section 113.

Section 114(1).

Sections 115 to 123.

Sections 125 and 126.

25

Section 127(1), (2), (4), (6) and (7).

Section 128.

Section 129(1).

Section 130(1) to (5).

Sections 133 and 134.

30

Section 136.

Section 137(1).

Section 138.

Section 139(1) to (3).

Section 142.

35

In section 143, subsections (1) and (4) to (11).

In section 207(4), the second sentence.

Schedules 1 to 9.

In Schedule 10, paragraphs 1, 3, 10, 11, 12 to 15,

18(7), 19 to 21, 23 and 24.

40

Schedules 15 and 16.

In Schedule 17, paragraphs 1 to 4 and 7.

In Schedule 19, paragraphs 2 to 9, 12 to 14, 17, 18

and 21.

Age of Legal Capacity
In Schedule 1, paragraph 39.

45

(Scotland) Act 1991 (c. 50)

Charities Act 1993 (c. 10)
In Schedule 6, paragraph 20.

Welsh Language Act 1993
Section 30(3) and (6).

(c. 38)

Deregulation and Contracting
In Schedule 5, paragraph 4.

50

Out Act 1994 (c. 40)
In Schedule 16, paragraph 8.

Requirements of Writing
In Schedule 4, paragraphs 51 to 54.

(Scotland) Act 1995 (c. 7)

Company Law Reform Bill [HL]
Schedule 16 — Repeals
545

Short title and chapter
Extent of repeal

Criminal Procedure
In Schedule 4, paragraph 56(3) and (4).

(Consequential Provisions)

(Scotland) Act 1995 (c. 40)

Disability Discrimination Act
In Schedule 6, paragraph 4.

5

1995 (c. 50)

Financial Services and Markets
Section 143.

Act 2000 (c. 8)

Political Parties, Elections and
Sections 139 and 140.

Referendums Act 2000 (c. 41)
Schedule 19.

10

Criminal Justice and Police Act
Section 45.

2001 (c. 16)
In Schedule 2, paragraph 17.

Enterprise Act 2002 (c. 40)
In Schedule 17, paragraph 4.

Companies (Audit,
Sections 7 to 10.

Investigations and
Section 11(1).

15

Community Enterprise) Act
Sections 12 and 13.

2004 (c. 27)
Sections 19 and 20.

Schedule 1.

In Schedule 2, paragraphs 5 to 10, 22 to 24 and

26.

20

In Schedule 6, paragraphs 1 to 9.

Civil Partnership Act 2004
In Schedule 27, paragraphs 99 to 102 and 104.

(c. 33)

Constitutional Reform Act 2005
In Schedule 11, in paragraph 4(3), the reference

(c. 4)
to the Companies Act 1985.

25

Repeals and revocations relating to Northern Ireland

Short title and chapter
Extent of repeal or revocation

Companies (Northern Ireland)
The whole Order.

Order 1986 (S.I. 1986/1032

(N.I. 6))

30

Companies Consolidation
The whole Order.

(Consequential Provisions)

(Northern Ireland) Order

1986 (S.I. 1986/1035 (N.I. 9))

Business Names (Northern
The whole Order.

35

Ireland) Order 1986 (S.I.

1986/1033 (N.I. 7))

Industrial Relations (Northern
Article 3.

Ireland) Order 1987 (S.I.

1987/936 N.I. 9))

40

Companies (Northern Ireland)
The whole Order.

Order 1989 (S.I. 1989/2404

(N.I. 18))

Insolvency (Northern Ireland)
In Schedule 7, in the entry relating to Article

Order 1989 (S.I. 1989/2405
166(4), the word “office”.

45

(N.I. 19))
In Schedule 9, Part I.