Office of Public Sector Information
PART VI continued
(1) The competent authority must prepare and issue a statement (“its policy statement”) of its policy with respect to—
(a) the imposition of penalties under section 91; and
(b) the amount of penalties under that section.
(2) The competent authority’s policy in determining what the amount of a penalty should be must include having regard to—
(a) the seriousness of the contravention in question in relation to the nature of the requirement contravened;
(b) the extent to which that contravention was deliberate or reckless; and
(c) whether the person on whom the penalty is to be imposed is an individual.
(3) The competent authority may at any time alter or replace its policy statement.
(4) If its policy statement is altered or replaced, the competent authority must issue the altered or replacement statement.
(5) In exercising, or deciding whether to exercise, its power under section 91 in the case of any particular contravention, the competent authority must have regard to any policy statement published under this section and in force at the time when the contravention in question occurred.
(6) The competent authority must publish a statement issued under this section in the way appearing to the competent authority to be best calculated to bring it to the attention of the public.
(7) The competent authority may charge a reasonable fee for providing a person with a copy of the statement.
(8) The competent authority must, without delay, give the Treasury a copy of any policy statement which it publishes under this section.
(1) Before issuing a statement under section 93, the competent authority must publish a draft of the proposed statement in the way appearing to the competent authority to be best calculated to bring it to the attention of the public.
(2) The draft must be accompanied by notice that representations about the proposal may be made to the competent authority within a specified time.
(3) Before issuing the proposed statement, the competent authority must have regard to any representations made to it in accordance with subsection (2).
(4) If the competent authority issues the proposed statement it must publish an account, in general terms, of—
(a) the representations made to it in accordance with subsection (2); and
(b) its response to them.
(5) If the statement differs from the draft published under subsection (1) in a way which is, in the opinion of the competent authority, significant, the competent authority must (in addition to complying with subsection (4)) publish details of the difference.
(6) The competent authority may charge a reasonable fee for providing a person with a copy of a draft published under subsection (1).
(7) This section also applies to a proposal to alter or replace a statement.
(1) The Treasury may by order provide for—
(a) regulating provisions, and
(b) the practices of the competent authority in exercising its functions under this Part (“practices”),
to be kept under review.
(2) Provision made as a result of subsection (1) must require the person responsible for keeping regulating provisions and practices under review to consider—
(a) whether any regulating provision or practice has a significantly adverse effect on competition; or
(b) whether two or more regulating provisions or practices taken together have, or a particular combination of regulating provisions and practices has, such an effect.
(3) An order under this section may include provision corresponding to that made by any provision of Chapter III of Part X.
(4) Subsection (3) is not to be read as in any way restricting the power conferred by subsection (1).
(5) Subsections (6) to (8) apply for the purposes of provision made by or under this section.
(6) Regulating provisions or practices have a significantly adverse effect on competition if—
(a) they have, or are intended or likely to have, that effect; or
(b) the effect that they have, or are intended or likely to have, is to require or encourage behaviour which has, or is intended or likely to have, a significantly adverse effect on competition.
(7) If regulating provisions or practices have, or are intended or likely to have, the effect of requiring or encouraging exploitation of the strength of a market position they are to be taken to have, or be intended or be likely to have, an adverse effect on competition.
(8) In determining whether any of the regulating provisions or practices have, or are intended or likely to have, a particular effect, it may be assumed that the persons to whom the provisions concerned are addressed will act in accordance with them.
(9) “Regulating provisions” means—
(a) listing rules,
(b) general guidance given by the competent authority in connection with its functions under this Part.
(1) Listing rules may—
(a) specify requirements to be complied with by issuers of listed securities; and
(b) make provision with respect to the action that may be taken by the competent authority in the event of non-compliance.
(2) If the rules require an issuer to publish information, they may include provision authorising the competent authority to publish it in the event of his failure to do so.
(3) This section applies whenever the listed securities were admitted to the official list.
(1) Subsection (2) applies if it appears to the competent authority that there are circumstances suggesting that—
(a) there may have been a breach of listing rules;
(b) a person who was at the material time a director of an issuer of listed securities has been knowingly concerned in a breach of listing rules by that issuer;
(c) a person who was at the material time a director of a person applying for the admission of securities to the official list has been knowingly concerned in a breach of listing rules by that applicant;
(d) there may have been a contravention of section 83, 85 or 98.
(2) The competent authority may appoint one or more competent persons to conduct an investigation on its behalf.
(3) Part XI applies to an investigation under subsection (2) as if—
(a) the investigator were appointed under section 167(1);
(b) references to the investigating authority in relation to him were to the competent authority;
(c) references to the offences mentioned in section 168 were to those mentioned in subsection (1)(d);
(d) references to an authorised person were references to the person under investigation.
(1) If listing particulars are, or are to be, published in connection with an application for listing, no advertisement or other information of a kind specified by listing rules may be issued in the United Kingdom unless the contents of the advertisement or other information have been submitted to the competent authority and that authority has—
(a) approved those contents; or
(b) authorised the issue of the advertisement or information without such approval.
(2) A person who contravenes subsection (1) is guilty of an offence and liable—
(a) on summary conviction, to a fine not exceeding the statutory maximum;
(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine, or both.
(3) A person who issues an advertisement or other information to the order of another person is not guilty of an offence under subsection (2) if he shows that he believed on reasonable grounds that the advertisement or information had been approved, or its issue authorised, by the competent authority.
(4) If information has been approved, or its issue has been authorised, under this section, neither the person issuing it nor any person responsible for, or for any part of, the listing particulars incurs any civil liability by reason of any statement in or omission from the information if that information and the listing particulars, taken together, would not be likely to mislead persons of the kind likely to consider acquiring the securities in question.
(5) The reference in subsection (4) to a person incurring civil liability includes a reference to any other person being entitled as against that person to be granted any civil remedy or to rescind or repudiate an agreement.
(1) Listing rules may require the payment of fees to the competent authority in respect of—
(a) applications for listing;
(b) the continued inclusion of securities in the official list;
(c) applications under section 88 for approval as a sponsor; and
(d) continued inclusion of sponsors in the list of sponsors.
(2) In exercising its powers under subsection (1), the competent authority may set such fees as it considers will (taking account of the income it expects as the competent authority) enable it—
(a) to meet expenses incurred in carrying out its functions under this Part or for any incidental purpose;
(b) to maintain adequate reserves; and
(c) in the case of the Authority, to repay the principal of, and pay any interest on, any money which it has borrowed and which has been used for the purpose of meeting expenses incurred in relation to—
(i) its assumption of functions from the London Stock Exchange Limited in relation to the official list; and
(ii) its assumption of functions under this Part.
(3) In fixing the amount of any fee which is to be payable to the competent authority, no account is to be taken of any sums which it receives, or expects to receive, by way of penalties imposed by it under this Part.
(4) Subsection (2)(c) applies whether expenses were incurred before or after the coming into force of this Part.
(5) Any fee which is owed to the competent authority under any provision made by or under this Part may be recovered as a debt due to it.
(1) In determining its policy with respect to the amount of penalties to be imposed by it under this Part, the competent authority must take no account of the expenses which it incurs, or expects to incur, in discharging its functions under this Part.
(2) The competent authority must prepare and operate a scheme for ensuring that the amounts paid to it by way of penalties imposed under this Part are applied for the benefit of issuers of securities admitted to the official list.
(3) The scheme may, in particular, make different provision with respect to different classes of issuer.
(4) Up to date details of the scheme must be set out in a document (“the scheme details”).
(5) The scheme details must be published by the competent authority in the way appearing to it to be best calculated to bring them to the attention of the public.
(6) Before making the scheme, the competent authority must publish a draft of the proposed scheme in the way appearing to it to be best calculated to bring it to the attention of the public.
(7) The draft must be accompanied by notice that representations about the proposals may be made to the competent authority within a specified time.
(8) Before making the scheme, the competent authority must have regard to any representations made to it under subsection (7).
(9) If the competent authority makes the proposed scheme, it must publish an account, in general terms, of—
(a) the representations made to it in accordance with subsection (7); and
(b) its response to them.
(10) If the scheme differs from the draft published under subsection (6) in a way which is, in the opinion of the competent authority, significant the competent authority must (in addition to complying with subsection (9)) publish details of the difference.
(11) The competent authority must, without delay, give the Treasury a copy of any scheme details published by it.
(12) The competent authority may charge a reasonable fee for providing a person with a copy of—
(a) a draft published under subsection (6);
(b) scheme details.
(13) Subsections (6) to (10) and (12) apply also to a proposal to alter or replace the scheme.
(1) Listing rules may make different provision for different cases.
(2) Listing rules may authorise the competent authority to dispense with or modify the application of the rules in particular cases and by reference to any circumstances.
(3) Listing rules must be made by an instrument in writing.
(4) Immediately after an instrument containing listing rules is made, it must be printed and made available to the public with or without payment.
(5) A person is not to be taken to have contravened any listing rule if he shows that at the time of the alleged contravention the instrument containing the rule had not been made available as required by subsection (4).
(6) The production of a printed copy of an instrument purporting to be made by the competent authority on which is endorsed a certificate signed by an officer of the authority authorised by it for that purpose and stating—
(a) that the instrument was made by the authority,
(b) that the copy is a true copy of the instrument, and
(c) that on a specified date the instrument was made available to the public as required by subsection (4),
is evidence (or in Scotland sufficient evidence) of the facts stated in the certificate.
(7) A certificate purporting to be signed as mentioned in subsection (6) is to be treated as having been properly signed unless the contrary is shown.
(8) A person who wishes in any legal proceedings to rely on a rule-making instrument may require the Authority to endorse a copy of the instrument with a certificate of the kind mentioned in subsection (6).
(1) Neither the competent authority nor any person who is, or is acting as, a member, officer or member of staff of the competent authority is to be liable in damages for anything done or omitted in the discharge, or purported discharge, of the authority’s functions.
(2) Subsection (1) does not apply—
(a) if the act or omission is shown to have been in bad faith; or
(b) so as to prevent an award of damages made in respect of an act or omission on the ground that the act or omission was unlawful as a result of section 6(1) of the [1998 c. 42.] Human Rights Act 1998.
(1) In this Part—
“application” means an application made under section 75;
“issuer”, in relation to anything which is or may be admitted to the official list, has such meaning as may be prescribed by the Treasury;
“listing” has the meaning given in section 74(5);
“listing particulars” has the meaning given in section 79(2);
“listing rules” has the meaning given in section 74(4);
“new securities” has the meaning given in section 84(2);
“the official list” means the list maintained as the official list by the Authority immediately before the coming into force of section 74, as that list has effect for the time being;
“security” (except in section 74(2)) has the meaning given in section 74(5).
(2) In relation to any function conferred on the competent authority by this Part, any reference in this Part to the competent authority is to be read as a reference to the person by whom that function is for the time being exercisable.
(3) If, as a result of an order under Schedule 8, different functions conferred on the competent authority by this Part are exercisable by different persons, the powers conferred by section 91 are exercisable by such person as may be determined in accordance with the provisions of the order.
(4) For the purposes of this Part, a person offers securities if, and only if, as principal—
(a) he makes an offer which, if accepted, would give rise to a contract for their issue or sale by him or by another person with whom he has made arrangements for their issue or sale; or
(b) he invites a person to make such an offer.
(5) “Offer” and “offeror” are to be read accordingly.
(6) For the purposes of this Part, the question whether a person offers securities to the public in the United Kingdom is to be determined in accordance with Schedule 11.
(7) For the purposes of subsection (4) “sale” includes any disposal for valuable consideration.
Financial Services and Markets Act 2000