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| Page 558, line 26 [Clause 1174], leave out ‘1.1 of Directive 2000/12/EC’ and |
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| insert ‘4.1(a) of Directive 2006/48/EC’. |
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| Page 573, line 3 [Clause 1202], leave out ‘Company Law Reform’ and insert |
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| Page 577, line 21 [Clause 1211], leave out ‘Company Law Reform’ and insert |
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| Page 586, line 40 [Clause 1225], leave out ‘736 of the Companies Act 1985 (c. 6)’ |
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| and insert ‘1124 and Schedule 7’. |
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| Page 589, line 24 [Clause 1230], leave out subsection (3). |
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| Page 589 [Clause 1230], leave out line 38 and insert ‘Rules under this section’. |
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| Page 590, line 18 [Clause 1230], leave out ‘subsection (4)’ and insert ‘this section’. |
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| Page 590, line 20 [Clause 1230], at end insert— |
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| | ‘( ) | Nothing in sections 89B to 89E affects the generality of the power to make rules |
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| Page 590, line 27 [Clause 1230], at end insert— |
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| | ‘( ) | Transparency rules may make provision for voteholder information notified to |
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| | the issuer to be notified at the same time to the competent authority.’. |
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| Page 591 [Clause 1230], leave out lines 6 to 26 and insert— |
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| | ‘89C | Provision of information by issuers of transferable securities |
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| | (1) | Transparency rules may make provision requiring the issuer of |
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| | transferable securities, in circumstances specified in the rules— |
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| | (a) | to make public information to which this section applies, or |
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| | (b) | to notify to the competent authority information to which this |
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| | (2) | In the case of every issuer, this section applies to— |
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| | (a) | information required by Article 4 of the transparency obligations |
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| | (b) | information relating to the rights attached to the transferable |
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| | securities, including information about the terms and conditions |
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| | of those securities which could indirectly affect those rights; and |
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| | (c) | information about new loan issues and about any guarantee or |
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| | security in connection with any such issue. |
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| | (3) | In the case of an issuer of debt securities, this section also applies to |
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| | information required by Article 5 of the transparency obligations |
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| | (4) | In the case of an issuer of shares, this section also applies to— |
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| | (a) | information required by Article 5 of the transparency obligations |
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| | (b) | information required by Article 6 of that directive; |
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| | (c) | voteholder information— |
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| | (i) | notified to the issuer, or |
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| | (ii) | relating to the proportion of voting rights held by the |
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| | issuer in respect of shares in the issuer; |
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| | (d) | information relating to the issuer’s capital; and |
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| | (e) | information relating to the total number of voting rights in |
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| | respect of shares or shares of a particular class.’. |
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| Page 591, line 26 [Clause 1230], at end insert— |
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| | ‘89CA | Notification of voting rights held by issuer’. |
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| Page 592, line 3 [Clause 1230], at end insert— |
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| | ‘89CB | Notification of proposed amendment of issuer’s constitution |
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| | Transparency rules may make provision requiring an issuer of |
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| | transferable securities that are admitted to trading on a regulated market |
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| | to notify a proposed amendment to its constitution— |
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| | (a) | to the competent authority, and |
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| | (b) | to the market on which the issuer’s securities are admitted, |
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| | at times and in circumstances specified in the rules.’. |
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| Page 592, line 35 [Clause 1230], leave out from ‘shares’ to end of line 39 and insert |
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| ‘of an issuer to which voting rights are attached.’. |
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| Page 592, line 40 [Clause 1230], at end insert— |
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| | ‘( ) | Transparency rules may impose the same obligations on a person who has applied |
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| | for the admission of transferable securities to trading on a regulated market |
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| | without the issuer’s consent as they impose on an issuer of transferable |
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| Page 593, line 3 [Clause 1230], leave out ‘Company Law Reform’ and insert |
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| Page 593, line 24 [Clause 1231], leave out ‘of securities’. |
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| Page 594, line 5 [Clause 1231], leave out ‘that section’ and insert ‘section 89F’. |
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| Page 594, line 12 [Clause 1231], leave out ‘this section’ and insert ‘section 89F’. |
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| Page 594, line 23 [Clause 1231], leave out ‘this section’ and insert ‘section 89F’. |
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| Page 594, line 26 [Clause 1231], at end insert— |
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| | ‘(A1) | The competent authority may require an issuer to make public any information |
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| | provided to the authority under section 89F. |
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| | (B1) | If the issuer fails to comply with a requirement under subsection (A1), the |
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| | competent authority may, after seeking representations from the issuer, make the |
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| Page 595, line 8, leave out Clause 1232. |
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| Page 595, line 14 [Clause 1232], leave out from ‘market’ to ‘is’ in line 15. |
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| Page 595, line 36 [Clause 1232], leave out from ‘market’ to end of line. |
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| Page 595, line 38 [Clause 1232], leave out from ‘by’ to end of line 40 and insert ‘an |
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| | (a) | suspend trading in the securities for a period not exceeding 10 days, |
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| | (b) | prohibit trading in the securities, or |
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| | (c) | make a request to the operator of the market on which the issuer’s |
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| | (i) | to suspend trading in the securities for a period not exceeding 10 |
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| | (ii) | to prohibit trading in the securities.’. |
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| Page 595, line 42 [Clause 1232], leave out from beginning to end of line 3 on page |
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| 596 and insert ‘a provision required by the transparency obligations directive has been |
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| infringed by a voteholder of an issuer, it may— |
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| | (a) | prohibit trading in the securities, or |
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| | (b) | make a request to the operator of the market on which the issuer’s |
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| | securities are traded to prohibit trading in the securities.’. |
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| Page 598, line 7 [Clause 1234], after ‘are’ insert ‘—(a)’. |
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| Page 598, line 10 [Clause 1234], at end insert ‘, and |
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| | (b) | any preliminary statement made in advance of a report or statement to be |
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| | published in response to a requirement imposed by a provision |
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| | implementing Article 4 of that directive, to the extent that it contains |
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| | information that it is intended— |
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| | (i) | will appear in the report or statement, and |
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| | (ii) | will be presented in the report or statement in substantially the |
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| | same form as that in which it is presented in the preliminary |
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| Page 598, line 10 [Clause 1234], at end insert— |
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| | ‘( ) | The securities to which this section applies are— |
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| | (a) | securities that are traded on a regulated market situated or operating in |
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| | (i) | are traded on a regulated market situated or operating outside the |
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| | (ii) | are issued by an issuer for which the United Kingdom is the |
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| | home Member state within the meaning of Article 2.1(i) of the |
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| | transparency obligations directive.’. |
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| Page 598, line 11 [Clause 1234], leave out ‘traded on a regulated UK market’ and |
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| insert ‘to which this section applies’. |
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| Page 599, line 13 [Clause 1234], leave out sub-paragraph (iii). |
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| Page 599, line 13 [Clause 1234], after ‘(iii)’ insert ‘in the case of an issuer that has |
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| no persons within sub-paragraph (i) or (ii),’. |
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| Page 599 [Clause 1234], leave out lines 15 and 16. |
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| Page 599, line 18 [Clause 1234], at end insert— |
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| | ‘90B | Power to make further provision about liability for published |
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| | (1) | The Treasury may by regulations make provision about the liability of |
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| | issuers of securities traded on a regulated market, and other persons, in |
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| | respect of information published to holders of securities, to the market or |
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| | (2) | Regulations under this section may amend any primary or subordinate |
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| | legislation, including any provision of, or made under, this Act.’. |
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| To move the following Schedule:— |
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| | ‘Removal of special provisions about accounts and audit of charitable |
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| | The Companies Act 1985 (c. 6) |
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| | 1 | In section 240 (requirements in connection with publication of accounts)— |
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| | (a) | in subsection (1) omit from “or, as the case may be,” to “section |
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| | (b) | in subsection (3)(c) omit from “and, if no such report” to “any |
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| | (c) | after subsection (3)(c) insert “, and”; |
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| | (d) | omit subsection (3)(e) and the “, and” preceding it; |
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| | (e) | in the closing words of subsection (3) omit from “or any report” to |
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| | 2 | In section 245 (voluntary revision of annual accounts or directors’ report), in |
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| | subsection (4)(b) omit “or reporting accountant”. |
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| | 3 | In section 249A (exemptions from audit)— |
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| | (a) | omit subsections (2), (3A) and (4); |
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| | (b) | in subsection (6) for “figures for turnover or gross income” substitute |
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| | (c) | in subsection (6A) omit “or (2)”; |
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| | (d) | in subsection (7) omit the definition of “gross income” and the “, and” |
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| | 4 | In section 249B (cases where exemptions not available)— |
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| | (a) | in the opening words of subsection (1) omit “or (2)”; |
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| | (b) | in subsection (1C)(b) omit from “where the company referred to” to |
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| | (c) | in subsection (3) omit “or (2)”; |
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| | (d) | in subsection (4), in the opening words and in paragraph (a), omit “or |
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| | 5 | Omit section 249C (report required for purposes of section 249A(2)). |
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| | 6 | Omit section 249D (the reporting accountant). |
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| | 7 | In section 249E (effect of exemptions) omit subsection (2). |
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| | 8 | In section 262A (index of defined expressions) omit the entry for “reporting |
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| | The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6) |
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| | 1 | In Article 248 (requirements in connection with publication of accounts)— |
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| | (a) | in paragraph (1) omit from “or, as the case may be,” to “Article |
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| | (b) | in paragraph (3)(c) omit from “and, if no such report” to “any such |
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| | (c) | after paragraph (3)(c) insert “, and”; |
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| | (d) | omit paragraph (3)(e) and the word “, and” preceding it; |
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| | (e) | in the closing words of paragraph (3) omit from “or any report” to |
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| | 2 | In Article 253 (voluntary revision of annual accounts or directors’ report), in |
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| | paragraph (4)(b) omit “or reporting accountant”. |
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| | 3 | In Article 257A (exemptions from audit)— |
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| | (a) | omit paragraphs (2), (3A) and (4); |
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| | (b) | in paragraph (6) for “figures for turnover or gross income” substitute |
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| | (c) | in paragraph (6A) omit “or (2)”; |
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| | (d) | in paragraph (7) omit the definition of “gross income” and the “, and” |
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| | 4 | In Article 257B (cases where exemptions not available)— |
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| | (a) | in the opening words of paragraph (1) omit “or (2)”; |
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| | (b) | in paragraph (1C)(b) omit from “where the company referred to” to “is |
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| | (c) | in paragraph (3) omit “or (2)”; |
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| | (d) | in paragraph (4), in the opening words and in sub-paragraph (a), omit |
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| | 5 | Omit Article 257C (report required for purposes of Article 257A(2). |
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| | 6 | Omit Article 257D (the reporting accountant). |
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