|
| |
| |
Miscellaneous and general |
| |
1227 | Power to make provision in consequence of changes affecting accountancy |
| |
| |
(1) | The Secretary of State may by regulations make such amendments of |
| |
enactments as appear to him to be necessary or expedient in consequence of |
| 5 |
any change of name, merger or transfer of engagements affecting— |
| |
(a) | a recognised supervisory body or recognised qualifying body, or |
| |
(b) | a body of accountants referred to in, or approved, authorised or |
| |
otherwise recognised for the purposes of, any other enactment. |
| |
(2) | Regulations under this section are subject to negative resolution procedure. |
| 10 |
1228 | Consequential amendments |
| |
Schedule 14 contains consequential amendments relating to this Part. |
| |
| |
Transparency obligations and related matters |
| |
| 15 |
1229 | The transparency obligations directive |
| |
In Part 6 of the Financial Services and Markets Act 2000 (c. 8) (which makes |
| |
provision about official listing, prospectus requirements for transferable |
| |
securities, etc), in section 103(1) (interpretation), at the appropriate place |
| |
| 20 |
““the transparency obligations directive” means Directive 2004/ |
| |
109/EC of the European Parliament and of the Council relating |
| |
to the harmonisation of transparency requirements in relation |
| |
to information about issuers whose securities are admitted to |
| |
trading on a regulated market;”. |
| 25 |
| |
| |
(1) | After section 89 of the Financial Services and Markets Act 2000 insert— |
| |
“Transparency obligations |
| |
| 30 |
(1) | The competent authority may make rules for the purposes of the |
| |
transparency obligations directive. |
| |
(2) | The rules may include provision for dealing with any matters arising |
| |
out of or related to any provision of the transparency obligations |
| |
| 35 |
(3) | The rules may include provision requiring— |
| |
| |
| |
|
| |
| |
(a) | the provision of voteholder information to issuers or others (see |
| |
| |
(b) | the provision of information by issuers to the public or to the |
| |
competent authority (see section 89C). |
| |
(4) | The competent authority may also make rules— |
| 5 |
(a) | for the purpose of ensuring that voteholder information in |
| |
respect of voting shares traded on a UK market other than a |
| |
regulated market is made public or notified to the competent |
| |
| |
(b) | providing for persons who hold comparable instruments (see |
| 10 |
section 89D(1)(c)) in respect of voting shares to be treated, in the |
| |
circumstances specified in the rules, as holding some or all of |
| |
the voting rights in respect of those shares. |
| |
(5) | Without prejudice to subsections (1) to (3), rules under subsection (4) |
| |
may, in particular, make provision— |
| 15 |
(a) | specifying how the proportion of— |
| |
(i) | the total voting rights in respect of shares in an issuer, or |
| |
(ii) | the total voting rights in respect of a particular class of |
| |
| |
| held by a person is to be determined; |
| 20 |
(b) | specifying the circumstances in which, for the purposes of any |
| |
determination of the voting rights held by a person (“P”) in |
| |
respect of voting shares in an issuer, any voting rights held, or |
| |
treated by virtue of subsection (4)(b) as held, by another person |
| |
in respect of voting shares in the issuer are to be regarded as |
| 25 |
| |
(c) | specifying the nature of the information which must be |
| |
included in any notification; |
| |
(d) | about the form of any notification; |
| |
(e) | requiring any notification to be given within a specified period; |
| 30 |
(f) | specifying the manner in which any information is to be made |
| |
public and the period within which it must be made public; |
| |
(g) | specifying circumstances in which any of the requirements |
| |
imposed by rules under subsection (4) does not apply. |
| |
(6) | Rules under this section are referred to in this Part as “transparency |
| 35 |
| |
89B | Provision of voteholder information |
| |
(1) | Transparency rules may make provision for voteholder information in |
| |
respect of voting shares to be notified, in circumstances specified in the |
| |
| 40 |
| |
| |
| |
(2) | In this Part “voteholder information” in respect of voting shares means |
| |
information relating to the proportion of voting rights held by a person |
| 45 |
in respect of the shares. |
| |
(3) | Transparency rules may require notification of voteholder information |
| |
| |
| |
| |
|
| |
| |
(a) | initially, not later than such date as may be specified in the rules |
| |
for the purposes of the first indent of Article 30.2 of the |
| |
transparency obligations directive, and |
| |
(b) | subsequently, in accordance with the following provisions. |
| |
(4) | Transparency rules under subsection (3)(b) may require notification of |
| 5 |
voteholder information relating to a person only where there is a |
| |
notifiable change in the proportion of— |
| |
(a) | the total voting rights in respect of shares in the issuer, or |
| |
(b) | the total voting rights in respect of a particular class of share in |
| |
| 10 |
| |
(5) | For this purpose there is a “notifiable change” in the proportion of |
| |
voting rights held by a person when the proportion changes— |
| |
(a) | from being a proportion less than a designated proportion to a |
| |
proportion equal to or greater than that designated proportion, |
| 15 |
(b) | from being a proportion equal to a designated proportion to a |
| |
proportion greater or less than that designated proportion, or |
| |
(c) | from being a proportion greater than a designated proportion to |
| |
a proportion equal to or less than that designated proportion. |
| |
(6) | In subsection (5) “designated” means designated by the rules. |
| 20 |
89C | Provision of information by issuers |
| |
(1) | Transparency rules may make provision requiring the issuer of voting |
| |
shares, in circumstances specified in the rules— |
| |
(a) | to make public information to which this section applies, or |
| |
(b) | to notify the competent authority of information to which this |
| 25 |
| |
| |
(2) | This section applies to the following information— |
| |
(a) | the information required by Articles 4 to 6 of the transparency |
| |
| 30 |
(b) | voteholder information— |
| |
(i) | notified to the issuer, or |
| |
(ii) | relating to the proportion of voting rights held by the |
| |
issuer in respect of voting shares in the issuer; |
| |
(c) | information relating to the issuer’s capital; |
| 35 |
(d) | information relating to the rights attached to the shares or other |
| |
securities issued by the issuer (including the total number of |
| |
voting rights in respect of shares or of shares of a particular |
| |
| |
(e) | information about new loan issues and about any guarantee or |
| 40 |
security in connection with any such issue. |
| |
(3) | Transparency rules may require notification of voteholder information |
| |
relating to the proportion of voting rights held by an issuer in respect |
| |
of voting shares in the issuer— |
| |
(a) | initially, not later than such date as may be specified in the rules |
| 45 |
for the purposes of the second indent of Article 30.2 of the |
| |
transparency obligations directive, and |
| |
| |
| |
|
| |
| |
(b) | subsequently, in accordance with the following provisions. |
| |
(4) | Transparency rules under subsection (3)(b) may require notification of |
| |
voteholder information relating to the proportion of voting rights held |
| |
by an issuer in respect of voting shares in the issuer only where there is |
| |
a notifiable change in the proportion of— |
| 5 |
(a) | the total voting rights in respect of shares in the issuer, or |
| |
(b) | the total voting rights in respect of a particular class of share in |
| |
| |
| |
(5) | For this purpose there is a “notifiable change” in the proportion of |
| 10 |
voting rights held by a person when the proportion changes— |
| |
(a) | from being a proportion less than a designated proportion to a |
| |
proportion equal to or greater than that designated proportion, |
| |
(b) | from being a proportion equal to a designated proportion to a |
| |
proportion greater or less than that designated proportion, or |
| 15 |
(c) | from being a proportion greater than a designated proportion to |
| |
a proportion equal to or less than that designated proportion. |
| |
(6) | In subsection (5) “designated” means designated by the rules. |
| |
89D | Transparency rules: interpretation etc |
| |
(1) | For the purposes of sections 89A to 89E— |
| 20 |
(a) | the voting rights in respect of any voting shares are the voting |
| |
rights attached to those shares, |
| |
(b) | a person is to be regarded as holding the voting rights in respect |
| |
| |
(i) | if, by virtue of those shares, he is a shareholder within |
| 25 |
the meaning of Article 2.1(e) of the transparency |
| |
| |
(ii) | if, and to the extent that, he is entitled to acquire, dispose |
| |
of or exercise those voting rights in one or more of the |
| |
cases mentioned in Article 10(a) to (h) of the |
| 30 |
transparency obligations directive; |
| |
(iii) | if he holds, directly or indirectly, a financial instrument |
| |
which results in an entitlement to acquire the shares and |
| |
is an Article 13 instrument, and |
| |
(c) | a person holds a “comparable instrument” in respect of voting |
| 35 |
shares if he holds, directly or indirectly, a financial instrument |
| |
in relation to the shares which has similar economic effects to an |
| |
Article 13 instrument (whether or not the financial instrument |
| |
results in an entitlement to acquire the shares). |
| |
(2) | Transparency rules under section 89A(4)(b) may make different |
| 40 |
provision for different descriptions of comparable instrument. |
| |
(3) | For the purposes of sections 89A to 89E two or more persons may, at the |
| |
same time, each be regarded as holding the same voting rights. |
| |
| |
“Article 13 instrument” means a financial instrument of a type |
| 45 |
determined by the European Commission under Article 13(2)(a) |
| |
of the transparency obligations directive; |
| |
| |
| |
|
| |
| |
“UK market” means a market that is situated or operating in the |
| |
| |
“voting shares” means shares— |
| |
(a) | to which voting rights are attached, and |
| |
(b) | which are shares of an issuer whose shares have been |
| 5 |
admitted to trading on a market (whether a regulated |
| |
| |
89E | Transparency rules: other supplementary provisions |
| |
(1) | Transparency rules that require a person to make information public |
| |
may include provision authorising the competent authority to make the |
| 10 |
information public in the event that the person fails to do so. |
| |
(2) | The competent authority may make public any information notified to |
| |
the authority in accordance with transparency rules. |
| |
(3) | Transparency rules may make provision by reference to any provision |
| |
of any rules made by the Panel on Takeovers and Mergers under Part |
| 15 |
28 of the Company Law Reform Act 2006. |
| |
(4) | Sections 89A to 89D and this section are without prejudice to any other |
| |
power conferred by this Part to make Part 6 rules.”. |
| |
(2) | The effectiveness for the purposes of section 155 of the Financial Services and |
| |
Markets Act 2000 (consultation on proposed rules) of things done by the |
| 20 |
Financial Services Authority before this section comes into force with a view to |
| |
making transparency rules (as defined in the provisions to be inserted in that |
| |
Act by subsection (1) above) is not affected by the fact that those provisions |
| |
| |
1231 | Competent authority’s power to call for information |
| 25 |
In Part 6 of the Financial Services and Markets Act 2000 (c. 8) after the sections |
| |
inserted by section 1230 above insert— |
| |
“Power of competent authority to call for information |
| |
89F | Competent authority’s power to call for information |
| |
(1) | The competent authority may by notice in writing given to a person to |
| 30 |
whom this section applies require him— |
| |
(a) | to provide specified information or information of a specified |
| |
| |
(b) | to produce specified documents or documents of a specified |
| |
| 35 |
(2) | This section applies to— |
| |
(a) | an issuer of securities in respect of whom transparency rules |
| |
| |
| |
| 40 |
(i) | an issuer to whom this section applies, or |
| |
| |
(d) | a person who controls a voteholder; |
| |
(e) | a person controlled by a voteholder; |
| |
| |
| |
|
| |
| |
(f) | a director or other similar officer of an issuer to whom this |
| |
| |
(g) | a director or other similar officer of a voteholder or, where the |
| |
affairs of a voteholder are managed by its members, a member |
| |
| 5 |
(3) | This section applies only to information and documents reasonably |
| |
required in connection with the exercise by the competent authority of |
| |
functions conferred on it by or under sections 89A to 89E (transparency |
| |
| |
(4) | Information or documents required under this section must be |
| 10 |
| |
(a) | before the end of such reasonable period as may be specified, |
| |
| |
(b) | at such place as may be specified. |
| |
(5) | If a person claims a lien on a document, its production under this |
| 15 |
section does not affect the lien. |
| |
89G | Requirements in connection with call for information |
| |
(1) | The competent authority may require any information provided under |
| |
that section to be provided in such form as it may reasonably require. |
| |
(2) | The competent authority may require— |
| 20 |
(a) | any information provided, whether in a document or otherwise, |
| |
to be verified in such manner as it may reasonably require; |
| |
(b) | any document produced to be authenticated in such manner as |
| |
it may reasonably require. |
| |
(3) | If a document is produced in response to a requirement imposed under |
| 25 |
this section, the competent authority may— |
| |
(a) | take copies of or extracts from the document; or |
| |
(b) | require the person producing the document, or any relevant |
| |
person, to provide an explanation of the document. |
| |
(4) | In subsection (3)(b) “relevant person”, in relation to a person who is |
| 30 |
required to produce a document, means a person who— |
| |
(a) | has been or is a director or controller of that person; |
| |
(b) | has been or is an auditor of that person; |
| |
(c) | has been or is an actuary, accountant or lawyer appointed or |
| |
instructed by that person; or |
| 35 |
(d) | has been or is an employee of that person. |
| |
(5) | If a person who is required under this section to produce a document |
| |
fails to do so, the competent authority may require him to state, to the |
| |
best of his knowledge and belief, where the document is. |
| |
89H | Power to call for information: supplementary provisions |
| 40 |
(1) | In sections 89F and 89G (power of competent authority to call for |
| |
| |
“control” and “controlled” have the meaning given by subsection |
| |
| |
“specified” means specified in the notice; |
| 45 |
| |
| |
|
| |
| |
“voteholder” means a person who— |
| |
(a) | holds voting rights in respect of any voting shares for |
| |
the purposes of sections 89A to 89E (transparency rules), |
| |
| |
(b) | is treated as holding such rights by virtue of rules under |
| 5 |
| |
(2) | For the purposes of those sections a person (“A”) controls another |
| |
| |
(a) | A holds a majority of the voting rights in B, |
| |
(b) | A is a member of B and has the right to appoint or remove a |
| 10 |
majority of the members of the board of directors (or, if there is |
| |
no such board, the equivalent management body) of B, |
| |
(c) | A is a member of B and controls alone, pursuant to an |
| |
agreement with other shareholders or members, a majority of |
| |
the voting rights in B, or |
| 15 |
(d) | A has the right to exercise, or actually exercises, dominant |
| |
influence or control over B. |
| |
(3) | For the purposes of subsection (2)(b)— |
| |
(a) | any rights of a person controlled by A, and |
| |
(b) | any rights of a person acting on behalf of A or a person |
| 20 |
| |
| are treated as held by A.”. |
| |
1232 | Powers exercisable in case of infringement of transparency obligation |
| |
In Part 6 of the Financial Services and Markets Act 2000 (c. 8), after the sections |
| |
inserted by section 1231 above insert— |
| 25 |
“Powers exercisable in case of infringement of transparency obligation |
| |
89I | Public censure of issuer |
| |
(1) | If the competent authority finds that an issuer of securities admitted to |
| |
trading on a regulated market situated or operating in the United |
| |
Kingdom is failing or has failed to comply with an applicable |
| 30 |
transparency obligation, it may publish a statement to that effect. |
| |
(2) | If the competent authority proposes to publish a statement, it must give |
| |
the issuer a warning notice setting out the terms of the proposed |
| |
| |
(3) | If, after considering any representations made in response to the |
| 35 |
warning notice, the competent authority decides to make the proposed |
| |
statement, it must give the issuer a decision notice setting out the terms |
| |
| |
(4) | A notice under this section must inform the issuer of his right to refer |
| |
the matter to the Tribunal (see section 89L) and give an indication of the |
| 40 |
procedure on such a reference. |
| |
(5) | In this section “transparency obligation” means an obligation under— |
| |
(a) | a provision of transparency rules, or |
| |
(b) | any other provision made in accordance with the transparency |
| |
| 45 |
| |
| |
|
