Legalize / United Kingdom / Public General Act

Financial Services and Markets Act 2000

Type Public General Act

Publication 2000-06-14

Last updated 2026-09-05

State In force

Department Statute Law Database

Source legislation.gov.uk

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articles Not indexed

An Act to make provision about the regulation of financial services and markets; to provide for the transfer of certain statutory functions relating to building societies, friendly societies, industrial and provident societies and certain other mutual societies; and for connected purposes.

Reform history JSON API

(9) If, having considered any representations made by a person to whom notice (the “original notice”) has been given under subsection (2), (3) or (4), the regulator decides—

(a) to impose the requirement, make the appointment or vary the terms of an appointment in accordance with the original notice, or

(b) not to rescind the imposition of any such requirement or the making of any such appointment or variation which has already taken effect,

the regulator must give written notice to each person to whom the original notice was given.

(10) A notice under subsection (9) must inform the person to whom it is given of the right of that person to refer the matter to the Tribunal and give an indication of the procedure on such a reference.

(11) If, having considered any representations made by a person to whom notice (the “original notice”) has been given under subsection (2), (3) or (4), the regulator decides—

(a) to impose a requirement, make an appointment or a vary the terms of an appointment in a way that is different from the requirement, appointment or variation described in the original notice,

(b) not to impose the requirement, make the appointment or vary the terms of an appointment in accordance with the original notice, or

(c) to rescind the imposition of any such requirement, or the making of any such appointment or variation that has already taken effect,

the regulator must give written notice to each person to whom the original notice was given.

(12) A notice under subsection (11)(a) about the imposition of a requirement under section 71B or 71C(2) must comply with subsection (5).

(13) A notice under subsection (11)(a) about the appointment of a person as a temporary manager or the variation of the terms of the appointment of a person as a temporary manager must comply with subsection (6).

(14) A notice under subsection (11)(a) about the imposition of a requirement under section 71C(8) must comply with subsection (7).

(15) In this section, any reference to “appointment” includes “re-appointment”.

Sections 71B to 71H: interpretation

71I

(1) For the purposes of sections 71B to 71H “relevant firm” means—

(a) a bank as defined in section 2 of the Banking Act 2009,

(b) a building society as defined in section 119 of the Building Societies Act 1986, or

(2) For the purposes of sections 71C to 71H, “parent undertaking” means an institution, financial holding company or mixed financial holding company which—

(a) is incorporated in, or formed under the law of, any part of the United Kingdom,

(b) is a UK parent, and

(i) has a subsidiary which is an institution, or

(ii) holds a participation (within the meaning given by Article 4.1(35) of the capital requirements regulation) in an institution.

(3) For the purposes of subsection (2), an institution, financial holding company or mixed financial holding company is a UK parent if it is not itself the subsidiary of an institution, financial holding company or mixed financial holding company set up in the United Kingdom.

(4) In sections 71B to 71H and this section—

“institution” means a credit institution or an investment firm as defined in article 2(1) of the Bank Recovery and Resolution (No. 2) Order 2014;

“financial holding company” and “mixed financial holding company” have the meanings given in Article 4.1(20) and 4.1(21) of the capital requirements regulation.

(5) For the purposes of sections 71B to 71H—

“appropriate regulator” means—in relation to a PRA-authorised person, the PRA,in relation to any other authorised person, the FCA,in relation to a parent undertaking that is not an authorised person—the PRA, where the PRA is the consolidating supervisor in relation to that undertaking;the FCA, where the FCA is the consolidating supervisor in relation to that undertaking; in relation to a financial holding company or mixed financial holding company which is not a parent undertaking—the PRA, where the holding company is approved by the PRA under Part 12B;the FCA in all other cases;

“consolidating supervisor” means the competent authority responsible for the exercise of supervision on the basis of the consolidated situation (within the meaning of Article 4.1(47) of the capital requirements regulation) of an institution which is a UK parent;

“director” includes, in relation to an undertaking which has no board of directors, a member of the equivalent management body responsible for the management of the undertaking concerned;

“senior executive”, in relation to a relevant firm or a parent undertaking, means a person who—exercises executive functions within that firm or that undertaking; andis responsible, and directly accountable to the directors, for the day to day management of that firm or that undertaking.

PART 5A — Designated activities

CHAPTER 1 — GENERAL PROVISIONS

Designated activities

71K

(1) The Treasury may by regulations provide for an activity of a specified description to be a designated activity for the purposes of this Act.

(2) Regulations under this section are referred to in this Act as designated activity regulations.

(3) Designated activity regulations may provide for an activity to be a designated activity only if the activity relates or is connected to—

(a) the financial markets or exchanges of the United Kingdom, or

(b) financial instruments, financial products or financial investments that are (or are proposed to be) issued or sold to, or by, persons in the United Kingdom.

(4) The description of an activity as a designated activity may be framed by reference to—

(a) the way in which the activity is carried on, or

(b) the description of persons who carry on the activity.

(5) Schedule 6B contains examples of activities that may be specified as designated activities.

(6) Nothing in Schedule 6B limits the powers conferred by subsection (1).

(7) The financial instruments, financial products and financial investments mentioned in subsection (3)(b) may include cryptoassets.

Restrictions on carrying on of designated activities

71L

(1) A person must not carry on a designated activity if, or to the extent that, designated activity regulations prohibit the carrying on of that activity.

(2) A person carrying on a designated activity that is not prohibited by virtue of subsection (1) must comply with—

(a) designated activity rules relating to that activity, and

(b) any other requirements imposed in relation to that activity by designated activity regulations.

(3) For the purposes of this Act designated activity rules are rules made under section 71N.

Designated activity regulations: general

71M

(1) Designated activity regulations may make provision generally in relation to the carrying on of designated activities.

(2) The following are examples of provision that may be made by designated activity regulations—

(a) provision about cases in which the restrictions imposed by section 71L are to apply to persons carrying on a designated activity outside the United Kingdom;

(b) provision supplementing, or in connection with, any requirements relating to a designated activity under designated activity rules.

(3) Designated activity regulations may—

(a) provide for exemptions (including exemptions that are subject to specified conditions);

(b) confer powers on the Treasury or the FCA.

Designated activities: rules

71N

(1) The FCA may make rules relating to designated activities.

(2) The power under subsection (1) is only exercisable in so far as designated activity regulations provide for the FCA to make rules—

(a) relating to the designated activity, or

(b) relating to specified matters relating to designated activities.

(3) The FCA may by notice suspend any rules made under subsection (1) for such period as it considers appropriate.

(4) Rules under subsection (1) may include provision enabling requirements imposed by the rules to be dispensed with, or modified, in such cases or circumstances as may be determined by the FCA under the rules (subject to subsection (5)).

(5) The powers under subsections (3) and (4) are only exercisable in such circumstances as may be specified in designated activity regulations.

(6) Before suspending any rules in accordance with subsection (3), the FCA must consult the PRA.

(7) A notice under subsection (3) must be published by the FCA in the way appearing to the FCA to be best calculated to bring it to the attention of persons likely to be affected by it.

(8) The reference in section 137T(a) (supplementary powers) to “authorised persons” includes, in relation to rules made under this section, a reference to any persons to whom the rules under this section apply.

Designated activities: directions

71O

(1) The FCA may by directions impose such requirements on a person, or such description of persons, relating to the carrying on of designated activities as the FCA considers appropriate.

(2) The power under subsection (1) is only exercisable in so far as designated activity regulations provide for the FCA to make directions relating to the designated activity.

(3) A requirement may, in particular, be imposed so as to require the person concerned—

(a) to take specified action, or

(b) to refrain from taking specified action.

(4) A requirement may extend to activities which are not designated activities.

(5) A direction under this section—

(a) may specify the way in which, and the time by which, a thing is to be done;

(b) may be varied;

(6) The FCA may at any time revoke a direction under this section by notice.

(7) The revocation of a direction does not affect the validity of anything previously done in accordance with it.

(8) A direction or notice under this section must be given in writing to the person or persons to whom it applies.

(9) But if in the circumstances the FCA considers it appropriate, the FCA may, in addition to, or instead of, proceeding under subsection (8), publish the direction or notice in the way appearing to the FCA to be best calculated to bring it to the attention of persons likely to be affected by it.

(10) Designated activity regulations may make provision for the exercise of the power under subsection (1) to be subject to such conditions as may be specified in the regulations.

(11) Provision under subsection (10) may (among other things) require, where the exercise of the power relates to a PRA-authorised person, consultation with the PRA.

(12) The imposition of a requirement that expires at the end of a specified period does not affect the FCA’s power to impose a new requirement.

Designated activities: liability

71P

(1) Designated activity regulations may make provision about liability and compensation in connection with this Part.

(2) A contravention of a requirement under designated activity regulations or designated activity rules—

(a) does not, except as provided by designated activity regulations under section 71Q or by regulations under section 71R, make a person guilty of an offence;

(b) does not, except as provided by designated activity regulations—

(i) make any transaction void or unenforceable, or

(ii) give rise to any action for breach of statutory duty.

(3) Designated activity regulations may in particular—

(a) in cases where the regulations make provision for liability, make provision excluding civil liability (whether generally or to such extent as may be specified),

(b) make provision for liability to be determined in accordance with designated activity rules,

(c) make provision so that a person being subject to a liability includes another person being entitled as against that person to rescind or repudiate an agreement, and

(d) make provision for the purposes of subsection (1) by applying provisions of this Act with or without modifications.

Designated activities: enforcement

71Q

(1) Designated activity regulations may make provision about enforcement in connection with this Part.

(2) Provision about enforcement includes (among other things) provision—

(a) requiring the supply of information;

(b) about investigations (including the making of reports);

(d) conferring powers of inspection, search and seizure;

(e) conferring powers of censure;

(f) imposing monetary penalties;

(g) about appeals;

(h) conferring functions (including functions involving the exercise of a discretion) on a person.

(3) Designated activity regulations may in particular make provision for the purposes of subsection (1) by applying provisions of this Act with or without modifications, including any criminal offences created by this Act (and modifications made by virtue of this subsection may widen the scope of any such offences).

(4) The power under this section includes power to amend or repeal provisions of this Act.

Designated activities and rules: connected amendments

71R

(1) The Treasury may by regulations make such modifications to provision made by or under this Act or any other enactment as the Treasury consider appropriate for purposes of, or connected with, any designated activity regulations or designated activity rules.

(2) The power under subsection (1) may in particular be exercised for the purpose of removing or varying any requirement imposed by or under this Act so far as applying to the carrying on of any designated activity.

(3) The power under subsection (1) includes power to modify any criminal offence created by this Act (including by widening the scope of any such offence).

(4) In this section—

“enactment” includes—an enactment comprised in subordinate legislation (within the meaning given by section 21 of the Interpretation Act 1978),an enactment comprised in, or in an instrument made under, a Measure or Act of Senedd Cymru,an enactment comprised in, or in an instrument made under, an Act of the Scottish Parliament, andan enactment comprised in, or in an instrument made under, Northern Ireland legislation;

“modify” includes amend, repeal or revoke.

Designated activities regulations: Parliamentary control

71S

(1) This section applies to regulations which contain provision made under section 71K which provides for an activity of a specified description to be a designated activity.

(2) A statutory instrument containing regulations to which this section applies, other than regulations to which subsection (3) applies, may not be made unless a draft of the instrument has been laid before Parliament and approved by a resolution of each House.

(3) This subsection applies to regulations which contain a statement made by the Treasury that they are of the opinion that, by reason of urgency, it is necessary to make the regulations without a draft of the statutory instrument containing the regulations being laid and approved under subsection (2).

(4) Where subsection (3) applies to regulations, a statutory instrument containing the regulations must be laid before Parliament after being made.

(5) Regulations contained in a statutory instrument laid before Parliament under subsection (4) cease to have effect at the end of the period of 28 days beginning with the day on which the instrument is made unless, during that period, the instrument is approved by a resolution of each House of Parliament.

(6) In calculating the period of 28 days, no account is to be taken of any whole days that fall within a period during which—

(a) Parliament is dissolved or prorogued, or

(b) either House of Parliament is adjourned for more than four days.

(7) If regulations cease to have effect as a result of subsection (5), that does not—

(a) affect the validity of anything previously done under the regulations, or

(b) prevent the making of new regulations.

CHAPTER 2 — PROVISIONS RELATING TO PARTICULAR DESIGNATED ACTIVITIES

“Relevant designated activity” and “relevant Part 5A requirement”

Meaning of “relevant designated activity” and “relevant Part 5A requirement”

71T

(1) In this Act “relevant designated activity” means an activity that is a designated activity as a result of a provision specified in Part 1 of Schedule 6C.

(2) In this Act “relevant Part 5A requirement” means, in relation to a provision of this Act listed in the first column of the Table in Part 2 of Schedule 6C, a requirement that—

(a) is imposed by virtue of any of the designated activity regulations specified in the corresponding entry in the second column, and

(b) is of any of the descriptions specified in the corresponding entry in the third column.

Procedure relating to relevant Part 5A directions

Meaning of “relevant Part 5A direction” for purposes of this Chapter

71U

For the purposes of this Chapter a “relevant Part 5A direction” is a direction given under section 71O by virtue of designated activity regulations that are specified in the first column of the Table in Part 3 of Schedule 6C, other than a direction (if any) of a description specified in the corresponding entry in the second column.

Procedure for giving, varying or revoking relevant Part 5A direction

71V

(1) If the FCA proposes to give a relevant Part 5A direction, or gives such a direction with immediate effect, the FCA must give written notice to the person concerned (“P”).

(2) A relevant Part 5A direction takes effect—

(a) immediately, if the notice under subsection (1) states that that is the case,

(b) on such other date as may be specified in the notice, or

(3) A relevant Part 5A direction may be expressed to take effect immediately, or on a specified date, only if the FCA, having regard to the ground on which it is exercising the power to give the direction, considers that it is necessary for the direction to take effect immediately, or on that date.

(4) The notice under subsection (1) must—

(a) give details of the direction,

(b) state the FCA’s reasons for the direction and for its determination as to when the direction takes effect,

(c) inform P that P may make representations to the FCA within such period as may be specified in the notice (whether or not P has referred the matter to the Tribunal), and

(d) inform P of P’s right to refer the matter to the Tribunal.

(5) The FCA may extend the period allowed under the notice for making representations.

(6) If, having considered any representations made by P, the FCA decides—

(a) to give the direction proposed, or

(b) if the direction has been given, not to revoke the direction,

it must give P written notice.

(7) If, having considered any representations made by P, the FCA decides—

(a) not to give the direction proposed,

(b) to give a different direction, or

it must give P written notice.

(8) A notice under subsection (6) must inform P of P’s right to refer the matter to the Tribunal.

(9) A notice under subsection (7)(b) must comply with subsection (4).

(10) If a notice informs P of P’s right to refer a matter to the Tribunal, it must give an indication of the procedure on such a reference.

(11) This section applies to the variation of a direction—

(a) on the FCA’s own initiative, or

(b) in response to, but otherwise than in accordance with, an application under section 71W,

as it applies to the giving of a direction.

(12) If the FCA decides on its own initiative to revoke a direction, it must give written notice to the person concerned.

(13) For the purposes of subsection (2)(c), whether a matter is open to review is to be determined in accordance with section 391(8).

Application for variation or revocation of relevant Part 5A direction

71W

(1) A person to whom a relevant Part 5A direction has been given may apply to the FCA for the variation or revocation of the direction.

(2) An application for the variation of a direction must contain a statement of the desired variation.

(3) An application under this section must—

(a) be made in such manner as the FCA may direct, and

(b) contain, or be accompanied by, such information as the FCA may reasonably require.

(4) At any time after the application is received and before it is determined, the FCA may require the applicant to provide it with such further information as it reasonably considers necessary to enable it to determine the application.

(5) Different directions under subsection (3)(a) may be given, and different requirements under subsection (3)(b) or (4) imposed, in relation to different applications or categories of application.

(6) The FCA may require an applicant to provide information which the applicant is required to provide to it under this section in such form, or to verify it in such a way, as the FCA may direct.

(7) The applicant may withdraw the application, by giving the FCA written notice, at any time before the FCA determines it.

Determination of application under section 71W

71X

(1) This section applies in relation to an application under section 71W for the variation or revocation of a direction, and in this section the applicant is referred to as “A”.

(2) If the FCA grants the application, it must give A written notice stating the date from which the variation or revocation has effect.

(3) If the FCA proposes to refuse to revoke or vary the direction, it must give A written notice.

(4) A notice under subsection (3) must—

(a) state the FCA’s reasons for the refusal,

(b) inform A that A may make representations to the FCA within such period as may be specified in the notice (whether or not A has referred the matter to the Tribunal), and

(5) The FCA may extend the period allowed for making representations.

(6) If, having considered any representations made by A, the FCA decides to refuse to vary or revoke the direction, it must give A written notice.

(7) A notice under subsection (6) must inform A of A’s right to refer the matter to the Tribunal.

(8) If a notice informs A of A’s right to refer a matter to the Tribunal, it must give an indication of the procedure on such a reference.

Relevant Part 5A direction: right to refer to Tribunal

71Y

A person who is aggrieved by the exercise by the FCA of its powers in relation to a relevant Part 5A direction given to that person may refer the matter to the Tribunal.

Part VI — Official Listing

...

The competent authority.

72

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General duty of the competent authority.

73

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Rules

Part 6 Rules

73A

(1) The FCA may make rules (“Part 6 rules”) for the purposes of this Part.

(2) Provisions of Part 6 rules expressed to relate to the official list are referred to in this Part as “listing rules”.

(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6) Transparency rules and corporate governance rules are not listing rules ... ..., but are Part 6 rules.

The official list

The official list.

74

(1) The FCA must maintain the official list.

(2) The FCA may admit to the official list such securities and other things as it considers appropriate.

(3) But—

(a) nothing may be admitted to the official list except in accordance with this Part; and

(b) the Treasury may by order provide that anything which falls within a description or category specified in the order may not be admitted to the official list.

(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5) In the following provisions of this Part—

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

“listing” means being included in the official list in accordance with this Part.

Listing

Applications for listing.

75

(1) Admission to the official list may be granted only on an application made to the FCA in such manner as may be required by listing rules.

(2) No application for listing may be entertained by the FCA unless it is made by, or with the consent of, the issuer of the securities concerned.

(3) No application for listing may be entertained by the FCA in respect of securities which are to be issued by a body of a prescribed kind.

(4) The FCA may not grant an application for listing unless it is satisfied that—

(a) the requirements of listing rules (so far as they apply to the application), and

(b) any other requirements imposed by the FCA in relation to the application,

are complied with.

(5) An application for listing may be refused if, for a reason relating to the issuer, the FCA considers that granting it would be detrimental to the interests of investors.

(6) An application for listing securities which are already listed in a country or territory outside the United Kingdom may be refused if the issuer has failed to comply with any obligations to which he is subject as a result of that listing.

Decision on application.

76

(1) The FCA must notify the applicant of its decision on an application for listing—

(a) before the end of the period of six months beginning with the date on which the application is received; or

(b) if within that period the FCA has required the applicant to provide further information in connection with the application, before the end of the period of six months beginning with the date on which that information is provided.

(2) If the FCA fails to comply with subsection (1), it is to be taken to have decided to refuse the application.

(3) If the FCA decides to grant an application for listing, it must give the applicant written notice.

(4) If the FCA proposes to refuse an application for listing, it must give the applicant a warning notice.

(5) If the FCA decides to refuse an application for listing, it must give the applicant a decision notice.

(6) If the FCA decides to refuse an application for listing, the applicant may refer the matter to the Tribunal.

(7) If securities are admitted to the official list, their admission may not be called in question on the ground that any requirement or condition for their admission has not been complied with.

Discontinuance and suspension of listing.

77

(1) The FCA may, in accordance with listing rules, discontinue the listing of any securities if satisfied that there are special circumstances which preclude normal regular dealings in them.

(2) The FCA may, in accordance with listing rules, suspend the listing of any securities.

(2A) The FCA may discontinue under subsection (1) or suspend under subsection (2) the listing of any securities on its own initiative or on the application of the issuer of those securities.

(3) If securities are suspended under subsection (2) they are to be treated, for the purposes of section 96 and paragraph 23(6) of Schedule 1ZA, as still being listed.

(3A) If securities have been suspended by the Bank of England under section 19, 39B or 48L of the Banking Act 2009 or paragraph 44 or 65 of Schedule 11 to the Financial Services and Markets Act 2023, the FCA may, following consultation with the Bank of England, cancel the suspension.

(4) This section applies to securities whenever they were admitted to the official list.

(5) If the FCA discontinues or suspends the listing of any securities, on its own initiative, the issuer may refer the matter to the Tribunal.

Discontinuance or suspension: procedure.

78

(1) A discontinuance or suspension by the FCA on its own initiative takes effect—

(a) immediately, if the notice under subsection (2) states that that is the case;

(b) in any other case, on such date as may be specified in that notice.

(2) If on its own initiative the FCA—

(a) proposes to discontinue or suspend the listing of securities, or

(b) discontinues or suspends the listing of securities with immediate effect,

it must give the issuer of the securities written notice.

(3) The notice must—

(a) give details of the discontinuance or suspension;

(b) state the FCA's reasons for the discontinuance or suspension and for choosing the date on which it took effect or takes effect;

(c) inform the issuer of the securities that he may make representations to the FCA within such period as may be specified in the notice (whether or not he has referred the matter to the Tribunal);

(d) inform him of the date on which the discontinuance or suspension took effect or will take effect; and

(e) inform him of his right to refer the matter to the Tribunal.

(4) The FCA may extend the period within which representations may be made to it.

(5) If, having considered any representations made by the issuer of the securities, the FCA decides—

(a) to discontinue or suspend the listing of the securities, or

(b) if the discontinuance or suspension has taken effect, not to cancel it,

the FCA must give the issuer of the securities written notice.

(6) A notice given under subsection (5) must inform the issuer of the securities of his right to refer the matter to the Tribunal.

(7) If a notice informs a person of his right to refer a matter to the Tribunal, it must give an indication of the procedure on such a reference.

(8) If the FCA decides—

(a) not to discontinue or suspend the listing of the securities, or

(b) if the discontinuance or suspension has taken effect, to cancel it,

the FCA must give the issuer of the securities written notice.

(9) The effect of cancelling a discontinuance is that the securities concerned are to be readmitted, without more, to the official list.

(10) If—

(a) the FCA has suspended the listing of securities on its own initiative, or securities have been suspended by the Bank of England under section 19, 39B or 48L of the Banking Act 2009, or paragraph 44 or 65 of Schedule 11 to the Financial Services and Markets Act 2023 and

(b) the FCA proposes to refuse an application by the issuer of the securities for the cancellation of the suspension,

the FCA must give the issuer a warning notice.

(11) The FCA must, having considered any representations made in response to the warning notice—

(a) if it decides to refuse the application, give the issuer of the securities a decision notice;

(b) if it grants the application, give him written notice of its decision.

(12) If the FCA decides to refuse an application for the cancellation of the suspension of listed securities, the applicant may refer the matter to the Tribunal.

(13) “Discontinuance” means a discontinuance of listing under section 77(1).

(14) “Suspension” means a suspension of listing under section 77(2) and in subsections (10) and (12), includes a suspension of listing under section 19, 39B or 48L of the Banking Act 2009 or paragraph 44 or 65 of Schedule 11 to the Financial Services and Markets Act 2023.

Discontinuance or suspension at the request of the issuer: procedure

78A

(1) A discontinuance or suspension by the FCA on the application of the issuer of the securities takes effect—

(a) immediately, if the notification under subsection (2) so provides;

(b) in any other case, on such date as may be provided for in that notification.

(2) If the FCA discontinues or suspends the listing of securities on the application of the issuer of the securities it must notify the issuer (whether in writing or otherwise).

(3) The notification must—

(a) notify the issuer of the date on which the discontinuance or suspension took effect or will take effect, and

(b) notify the issuer of such other matters (if any) as are specified in listing rules.

(4) If the FCA proposes to refuse an application by the issuer of the securities for the discontinuance or suspension of the listing of the securities, it must give him a warning notice.

(5) The FCA must, having considered any representations made in response to the warning notice, if it decides to refuse the application, give the issuer of the securities a decision notice.

(6) If the FCA decides to refuse an application by the issuer of the securities for the discontinuance or suspension of the listing of the securities, the issuer may refer the matter to the Tribunal.

(7) If the FCA has suspended the listing of securities on the application of the issuer of the securities and proposes to refuse an application by the issuer for the cancellation of the suspension, it must give him a warning notice.

(8) The FCA must, having considered any representations made in response to the warning notice—

(a) if it decides to refuse the application for the cancellation of the suspension, give the issuer of the securities a decision notice;

(b) if it grants the application, give him written notice of its decision.

(9) If the FCA decides to refuse an application for the cancellation of the suspension of listed securities, the applicant may refer the matter to the Tribunal.

(10) “Discontinuance” means a discontinuance of listing under section 77(1).

(11) “Suspension” means a suspension of listing under section 77(2).

Listing particulars

Listing particulars and other documents.

79

(1) Listing rules may provide that securities ... of a kind specified in the rules may not be admitted to the official list unless—

(a) listing particulars have been submitted to, and approved by, the FCA and published; or

(b) in such cases as may be specified by listing rules, such document (other than listing particulars or a prospectus of a kind required by listing rules) as may be so specified has been published.

(2) “Listing particulars” means a document in such form and containing such information as may be specified in listing rules.

(3) For the purposes of this Part, the persons responsible for listing particulars are to be determined in accordance with regulations made by the Treasury.

(3A) Listing rules made under subsection (1) may not specify securities of a kind for which a prospectus is required as a result of rules made by virtue of the Public Offers and Admissions to Trading Regulations 2024.

(4) Nothing in this section affects the FCA's general power to make listing rules.

General duty of disclosure in listing particulars.

80

(1) Listing particulars submitted to the FCA under section 79 must contain all such information as investors and their professional advisers would reasonably require, and reasonably expect to find there, for the purpose of making an informed assessment of—

(a) the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities; and

(b) the rights attaching to the securities.

(2) That information is required in addition to any information required by—

(a) listing rules, or

(b) the FCA,

as a condition of the admission of the securities to the official list.

(3) Subsection (1) applies only to information—

(a) within the knowledge of any person responsible for the listing particulars; or

(b) which it would be reasonable for him to obtain by making enquiries.

(4) In determining what information subsection (1) requires to be included in listing particulars, regard must be had (in particular) to—

(a) the nature of the securities and their issuer;

(b) the nature of the persons likely to consider acquiring them;

(c) the fact that certain matters may reasonably be expected to be within the knowledge of professional advisers of a kind which persons likely to acquire the securities may reasonably be expected to consult; and

(d) any information available to investors or their professional advisers as a result of requirements imposed on the issuer of the securities by a recognised investment exchange, by listing rules or by or under any other enactment.

Supplementary listing particulars.

81

(1) If at any time after the preparation of listing particulars which have been submitted to the FCA under section 79 and before the commencement of dealings in the securities concerned following their admission to the official list—

(a) there is a significant change affecting any matter contained in those particulars the inclusion of which was required by—

(i) section 80,

(ii) listing rules, or

(iii) the FCA, or

(b) a significant new matter arises, the inclusion of information in respect of which would have been so required if it had arisen when the particulars were prepared,

the issuer must, in accordance with listing rules, submit supplementary listing particulars of the change or new matter to the FCA, for its approval and, if they are approved, publish them.

(2) “Significant” means significant for the purpose of making an informed assessment of the kind mentioned in section 80(1).

(3) If the issuer of the securities is not aware of the change or new matter in question, he is not under a duty to comply with subsection (1) unless he is notified of the change or new matter by a person responsible for the listing particulars.

(4) But it is the duty of any person responsible for those particulars who is aware of such a change or new matter to give notice of it to the issuer.

(5) Subsection (1) applies also as respects matters contained in any supplementary listing particulars previously published under this section in respect of the securities in question.

Exemptions from disclosure.

82

(1) The FCA may authorise the omission from listing particulars of any information, the inclusion of which would otherwise be required by section 80 or 81, on the ground—

(a) that its disclosure would be contrary to the public interest;

(b) that its disclosure would be seriously detrimental to the issuer; or

(c) in the case of securities of a kind specified in listing rules, that its disclosure is unnecessary for persons of the kind who may be expected normally to buy or deal in securities of that kind.

(2) But—

(a) no authority may be granted under subsection (1)(b) in respect of essential information; and

(b) no authority granted under subsection (1)(b) extends to any such information.

(3) The Secretary of State or the Treasury may issue a certificate to the effect that the disclosure of any information (including information that would otherwise have to be included in listing particulars for which they are themselves responsible) would be contrary to the public interest.

(4) The FCA is entitled to act on any such certificate in exercising its powers under subsection (1)(a).

(5) This section does not affect any powers of the FCA under listing rules made as a result of section 101(2).

(6) “Essential information” means information which a person considering acquiring securities of the kind in question would be likely to need in order not to be misled about any facts which it is essential for him to know in order to make an informed assessment.

(7) “Listing particulars” includes supplementary listing particulars.

Registration of listing particulars.

83

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Contravention of prohibition relating to public offer of securities

Matters which may be dealt with by prospectus rules

84

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Contravention of prohibition relating to public offer of securities

85

(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) A person who contravenes regulation 12 of the Public Offers and Admissions to Trading Regulations 2024 (prohibition of public offers of relevant securities) is guilty of an offence and liable—

(a) on summary conviction, to imprisonment for a term not exceeding 3 months or a fine not exceeding the statutory maximum or both;

(b) on conviction on indictment, to imprisonment for a term not exceeding 2 years or a fine or both.

(4) A contravention of regulation 12 of the Public Offers and Admissions to Trading Regulations 2024 is actionable, at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exempt offers to the public and admissions to trading

86

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Election to have prospectus

87

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Approval of prospectus

Criteria for approval of prospectus by FCA

87A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exemptions from disclosure

87B

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consideration of application for approval

87C

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Procedure for decision to refuse an application for approval

87D

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transfer of application for approval of a prospectus

Transfer by FCA of application for approval

87E

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transfer to FCA of application for approval

87F

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Final terms

87FA

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Communication of final terms by FCA

87FB

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Supplementary prospectus

87G

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Passporting

Prospectus approved in another EEA State

87H

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Provision of information to host Member State

87I

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transferable securities: powers of FCA

Requirements imposed as condition of approval

87J

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Power to suspend scrutiny of prospectus

87JA

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Power to refuse approval of a prospectus

87JB

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Power to suspend , restrict or prohibit offer to the public

87K

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Power to suspend , restrict or prohibit admission to trading on a regulated market

87L

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Power of FCA to suspend or prohibit trading on a trading facility

87LA

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Public censure of issuer

87M

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Right to refer matters to the Tribunal

87N

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Procedure under sections 87JA, 87K, 87L and 87LA

87O

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exercise of powers at request of competent authority of another EEA State

87P

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Rights of investors

Right of investor to withdraw

87Q

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Registered investors

Register of investors

87R

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transparency obligations

Transparency rules

89A

(1) The FCA may make rules—

(a) imposing requirements in relation to the disclosure of periodic or ongoing information about issuers whose securities are admitted to trading on a regulated market, and

(b) dealing with matters arising out of or relating to such requirements.

(2) The rules may include provision for dealing with any matters dealt with in the transparency obligations directive or with any matters that, when the United Kingdom was a member State, would have been matters arising out of or related to any provision of the transparency obligations directive.

(3) The FCA may also make rules—

(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 FCA;

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) Rules under this section may, in particular, make provision—

(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 shares in an issuer,

held by a person is to be determined;

(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 ... by another person in respect of voting shares in the issuer are to be regarded as held by P;

(d) about the form of any notification;

(e) requiring any notification to be given within a specified period;

(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 this section does not apply.

(4A) The provision that may be made by virtue of subsection (4)(g) includes (but is not limited to) provision, in the case of an issuer whose registered office is situated in a country or territory outside the United Kingdom, allowing exemption from specified provisions of rules under this section if—

(a) the law of that country or territory is considered by the FCA to lay down equivalent requirements, or

(b) the issuer complies with the requirements of the law of a country or territory that the FCA considers as equivalent.

(5) Rules under this section are referred to in this Part as “transparency rules”.

(6) Nothing in sections 89B to 89G affects the generality of the power to make rules under this section.

Provision of voteholder information

89B

(1) Transparency rules may make provision for voteholder information in respect of voting shares to be notified, in circumstances specified in the rules—

(a) to the issuer, or

(b) to the public,

or to both.

(2) Transparency rules may make provision for voteholder information notified to the issuer to be notified at the same time to the FCA.

(3) In this Part “voteholder information” in respect of voting shares means information relating to the proportion of voting rights held by a person in respect of the shares.

(4) Transparency rules may require notification of voteholder information relating to a person in accordance with the following provisions.

(5) Transparency rules ... may require notification of 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 the issuer,

held by the person.

(6) 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,

(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.

(7) In subsection (6) “designated” means designated by the rules.

Provision of information by issuers of transferable securities

89C

(1) Transparency rules may make provision requiring the issuer of transferable securities, in circumstances specified in the rules—

(a) to make public information to which this section applies, or

(b) to notify to the FCA information to which this section applies,

or to do both.

(2) In the case of every issuer, this section applies to—

(a) an annual financial report which complies with subsection (5) and with such other requirements as may be specified;

(aa) in the case of an issuer which is—

(i) a mining or quarrying undertaking, or

(ii) a logging undertaking,

reports complying with specified requirements on payments to governments; and

(b) information relating to the rights attached to the transferable securities, including information about the terms and conditions of those securities which could indirectly affect those rights; ...

(3) In the case of an issuer of debt securities, this section also applies to a half-yearly financial report which covers the first 6 months of the financial year and complies with subsection (6) and with such other requirements as may be specified.

(4) In the case of an issuer of shares, this section also applies to—

(a) a half-yearly financial report which covers the first 6 months of the financial year and complies with subsection (6) and with such other requirements as may be specified;

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(i) notified to the issuer, or

(ii) relating to the proportion of voting rights held by the issuer in respect of shares in the issuer;

(d) information relating to the issuer's capital; and

(e) information relating to the total number of voting rights in respect of shares or shares of a particular class.

(5) An issuer's annual financial report must include—

(a) audited financial statements complying with specified requirements,

(b) a management report complying with specified requirements, and

(i) relate to the financial statements and the management report,

(ii) are made by the persons responsible within the issuer, and

(iii) comply with specified requirements.

(6) An issuer's half-yearly financial report must include—

(a) a condensed set of financial statements complying with specified requirements,

(b) an interim management report complying with specified requirements, and

(i) relate to the condensed set of financial statements and the interim management report,

(ii) are made by the persons responsible within the issuer, and

(iii) comply with specified requirements.

(7) In subsection (2)(aa), “mining or quarrying undertaking”, “logging undertaking”, “payment” and “government” have the same meanings as in the Reports on Payments to Governments Regulations 2014 .

(8) In this section “specified” means specified in, or referred to in, transparency rules.

Notification of voting rights held by issuer

89D

(1) 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 in accordance with the following provisions.

(2) 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 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 the issuer,

held by the issuer.

(3) 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,

(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.

(4) In subsection (3) “designated” means designated by the rules.

Notification of proposed amendment of issuer's constitution

89E

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transparency rules: interpretation etc

89F

(1) For the purposes of sections 89A to 89G—

(a) the voting rights in respect of any voting shares are the voting rights attached to those shares, and

(b) a person is to be regarded as holding the voting rights in respect of the shares—

(i) if, by virtue of those shares, he is a shareholder within the meaning of Article 2.1(e) of the transparency obligations directive;

(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 transparency obligations directive;

(iii) if he holds, directly or indirectly, a financial instrument which satisfies the conditions set out in Article 13(1)(a) or (b) of the transparency obligations directive...

(1A) The FCA must establish, publish and periodically update an indicative list of financial instruments that are subject to notification requirements by virtue of subsection (1)(b)(iii), taking into account developments on financial markets.

(1B) Publication of the indicative list is to be in such manner as the FCA considers appropriate.

(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) For the purposes of sections 89A to 89G two or more persons may, at the same time, each be regarded as holding the same voting rights.

(4) In those sections—

“UK market” means a market that is situated or operating in the United Kingdom;

“voting shares” means shares of an issuer to which voting rights are attached.

Transparency rules: other supplementary provisions

89G

(1) Transparency rules may impose the same obligations on a person who has applied for the admission of transferable securities to trading on a regulated market without the issuer's consent as they impose on an issuer of transferable securities.

(2) Transparency rules that require a person to make information public may include provision authorising the FCA to make the information public in the event that the person fails to do so.

(3) The FCA may make public any information notified to the FCA in accordance with transparency rules.

(4) Transparency rules may make provision by reference to any provision of any rules made by the Panel on Takeovers and Mergers under Part 28 of the Companies Act 2006.

(5) Sections 89A to 89F and this section are without prejudice to any other power conferred by this Part to make Part 6 rules.

Power of FCA to call for information

FCA's power to call for information

89H

(1) The FCA may by notice in writing given to a person to whom this section applies require him—

(a) to provide specified information or information of a specified description, or

(b) to produce specified documents or documents of a specified description.

(2) This section applies to—

(a) an issuer in respect of whom transparency rules have effect;

(b) a voteholder;

(i) an issuer to whom this section applies, or

(ii) a voteholder;

(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 section applies;

(g) a director or other similar officer of a voteholder or, where the affairs of a voteholder are managed by its members, a member of the voteholder.

(3) This section applies only to information and documents reasonably required in connection with the exercise by the FCA of functions conferred on it by or under sections 89A to 89G (transparency rules).

(4) Information or documents required under this section must be provided or produced—

(a) before the end of such reasonable period as may be specified, and

(b) at such place as may be specified.

(5) If a person claims a lien on a document, its production under this section does not affect the lien.

Requirements in connection with call for information

89I

(1) The FCA may require any information provided under section 89H to be provided in such form as it may reasonably require.

(2) The FCA may require—

(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 section 89H, the FCA 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 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;

(d) has been or is an employee of that person.

(5) If a person who is required under section 89H to produce a document fails to do so, the FCA may require him to state, to the best of his knowledge and belief, where the document is.

Power to call for information: supplementary provisions

89J

(1) The FCA may require an issuer to make public any information provided to the FCA under section 89H.

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