Made | 22nd August 2001 | ||
Laid before Parliament | 24th August 2001 | ||
Coming into force | in accordance with article 1 |
(2) Any reference in this Order to a section, Part or Schedule is, unless otherwise stated or unless the context otherwise requires, a reference to that section or Part of, or Schedule to, the 2000 Act.
(3) For the purposes of articles 10(1)(d) and 11(1)(d) a decision is not to be treated as final until there is no possibility of the decision being reversed or varied on appeal.
(4) For the purposes of articles 4(2) and 9(4) an application is not to be treated as having been finally determined until there is no possibility of the decision on the application being reversed or varied on appeal.
(5) Nothing in this Order prejudices the operation of section 16 or 17 of the Interpretation Act 1978[5] in a case for which provision is not made by this Order.
Continued effect of listing rules
3.
- (1) In this Order, "old listing rules" means rules which had effect immediately before commencement and which were made (or treated as having been made) by the Authority -
(2) Old listing rules have effect after commencement as if they were listing rules made by the Authority in the exercise of the functions of the competent authority under Part VI.
(3) The validity of listing rules which have effect by virtue of paragraph (2) is not affected by any failure of the Authority to satisfy any requirement of the 2000 Act, in relation to the procedure to be followed when proposing or making rules, which did not apply in relation to the making of the old listing rules.
(4) Listing rules have effect by virtue of paragraph (2) subject to any amendments or revocations made by the competent authority under Part VI which (whether made before or after commencement) have effect after commencement.
(5) Where any provision of listing rules ("the new provision") provides that a person is required to pay any fee or take any other step which he was required to pay or take under any provision of old listing rules ("the old provision"), he is to be treated as having complied with the new provision to the same extent as he had complied with the old provision.
Applications for listing
4.
- (1) This article applies to -
(2) Where an application to which this article applies ("the original application") was made before commencement, in accordance with the procedure applicable to such an application, but was not finally determined before commencement, it is to be treated as if it were an application made under section 75(1) for admission of the securities in question to the official list in accordance with Part VI.
(3) For the purposes of subsection (1) of section 76 (time within which an application for listing is to be determined) -
Listing particulars etc.
5.
- (1) Where, before commencement -
the authorisation to omit that information from the document is to be treated as having been given by the competent authority under section 82(1) (or, as the case may be, under section 82(1) as applied by section 86 or by section 87(5) and Schedule 9).
(2) Where, before commencement -
the delivery of the document to the registrar of companies is to be treated as done in compliance with section 83(1) (or, as the case may be, in compliance with section 83(1) as applied by section 86 or by section 87(5) and Schedule 9).
(3) In this article any reference to any thing done under or in accordance with any provision of the 1986 Act includes, in relation to non-Part IV securities, a reference to the doing of that thing in accordance with procedures and practices applied by the Authority in relation to the admission of such securities to the official list.
(4) In relation to Part IV securities, "offering document" means any of the following -
(5) In relation to non-Part IV securities, "offering document" means any listing particulars, supplementary listing particulars, prospectus or supplementary prospectus the preparation of which was required in accordance with the procedures and practices applied by the Authority in relation to the admission of such securities to the official list.
Supplementary listing particulars etc.
6.
- (1) Where, before commencement -
for the purposes of section 81 (supplementary details to be submitted in the event of a change or new matter arising) the particulars are to be treated as having been submitted to the competent authority under section 79 (and any supplementary particulars published under section 147(1) of that Act are to be treated as having been published under section 81(1)).
(2) In the application of section 81 by virtue of paragraph (1) above, the reference in section 81(1)(a) to section 80 is to be treated as a reference to section 144 of the 1986 Act, the reference to listing rules is to be treated as a reference to old listing rules, and the reference to the competent authority is to be treated as a reference to the competent authority for the purposes of Part IV of the 1986 Act.
(3) Where, before commencement -
for the purposes of section 81 (supplementary details to be submitted in the event of a change or new matter arising) as applied in relation to a prospectus by section 86, the prospectus is to be treated as having been submitted to the competent authority under section 79 (and any supplementary prospectus published under section 147(1) of that Act as applied by section 154A of that Act is to be treated as having been published under section 81(1) as applied in relation to a prospectus by section 86).
(4) Where, before commencement -
for the purposes of section 81 (supplementary details to be submitted in the event of a change or new matter arising) as applied in relation to a non-listing prospectus by section 87(5) and Schedule 9, the prospectus is to be treated as having been submitted to the competent authority under section 87 (and any supplementary prospectus published under section 147(1) of that Act as applied by section 156A of that Act is to be treated as having been published under section 81(1) as applied in relation to a non-listing prospectus by section 87(5) and Schedule 9).
(5) In this article any reference to any provision of old listing rules includes, in relation to non-Part IV securities, a reference to that provision as applied by the Authority to such securities as part of its procedures and practices in relation to the admission of such securities to the official list.
Compensation in relation to listing particulars etc. published before commencement
7.
- (1) Notwithstanding the repeal of sections 150 and 151 of the 1986 Act (compensation for false or misleading particulars) by virtue of any provision made under the 2000 Act, those sections (including those sections as applied by sections 154A and 156A(3) of the 1986 Act) are to be treated as continuing to apply in relation to -
whether the securities in question were acquired, or any loss was suffered, before or after commencement.
(2) For the purpose of sections 150 and 151 of the 1986 Act as they continue to have effect by virtue of paragraph (1) above -
(3) Nothing in section 90 or Schedule 10 (compensation for false or misleading particulars) (including that section and Schedule as applied to a prospectus by section 86 or to a non-listing prospectus by section 87(5) and Schedule 9) is to be treated as giving rise to any liability in respect of any document published before commencement or any failure to do anything before commencement.
(4) "Offering document" has the meaning given in article 5(4).
Suspension of listing
8.
- (1) This article applies where, immediately before commencement -
(2) In paragraph (1) references to listing are references to admission to the official list maintained by the Authority immediately before the coming into force of section 74.
(3) At commencement, the securities are to be treated as if they were the subject of a listing which has been suspended pursuant to section 77(2).
(4) In paragraph (4), the reference to listing is to be construed in accordance with section 74(5).
Sponsors
9.
- (1) Paragraph (2) applies to persons who immediately before commencement were on the register of approved sponsors maintained by the Authority for the purposes of old listing rules.
(2) A person to whom this paragraph applies is to be treated, on commencement, as approved by the competent authority for the purposes of listing rules made pursuant to section 88.
(3) Paragraph (4) applies to an application made pursuant to old listing rules to be included in the register of approved sponsors maintained by the Authority for the purposes of old listing rules.
(4) Where an application to which this paragraph applies ("the original application") was made before commencement, in accordance with the procedure applicable to such an application, but was not finally determined before commencement, it is to be treated after commencement as if it were an application made for the approval, of the person in respect of whom it was made, as a sponsor for the purposes of listing rules made pursuant to section 88.
Contravention of listing rules by sponsors before commencement
10.
- (1) Paragraph (2) applies to a person who -
(2) Where, pursuant to subsection (1) of section 89, listing rules provide for the competent authority to publish a statement as described in that subsection, the competent authority may under those rules publish a statement that a person to whom this paragraph applies has contravened a requirement of the kind described in paragraph (1)(c) above.
(3) Subsections (2) to (4) of section 89 (which provide for the giving of warning notices and decision notices and for references to the Tribunal), and listing rules made in connection with that section, apply in relation to a statement made by virtue of paragraph (2) above as they apply in relation to a statement of the kind described in subsection (1) of that section, but subject to articles 12 and 13 below.
Contravention of listing rules by issuer or director before commencement
11.
- (1) Paragraph (2) applies to a person who -
(2) The competent authority may publish a statement that a person to whom this paragraph applies has contravened a requirement of the kind described in paragraph (1)(c) above (or, in the case of a director of an issuer, been knowingly concerned in such a contravention by the issuer).
(3) Subsections (1), (3), (4), (6) and (7) of section 92 (which provide for the giving of warning notices and decision notices and for references to the Tribunal), and listing rules made in connection with that section, apply in relation to a statement made under paragraph (2) above as they apply in relation to a statement of the kind described in section 91(3), but subject to articles 12 and 13 below.
(4) Subsections (6) and (7) of section 91 (which provide that action may not be taken after two years from the date when a contravention is known) apply in relation to the making of a statement under paragraph (2) above as they apply in relation to the making of a statement under section 91(3), but subject to paragraphs (5) and (6) below.
(5) For the purposes of subsections (6) and (7)(a) of section 91, where at any time before commencement information was known to the competent authority for the purposes of Part IV the 1986 Act, that information is to be treated as having been known at that time to the competent authority for the purposes of Part VI of the 2000 Act.
(6) For the purposes of the application of section 91(6) to any case to which article 12 or 13 below applies, section 91(7)(b) does not apply, but the proceedings are to be treated as begun when the question was referred to a referral committee as mentioned in article 12(2)(a).
(7) Paragraph (2) above does not affect any power which the competent authority has, under listing rules, to publish information which an issuer failed to publish as required by those rules or old listing rules.
Procedure for exercising powers where referral procedures begun before commencement
12.
- (1) In this article -
(2) This article applies where -
(3) Notwithstanding the revocation or amendment of the relevant provisions, the referral committee is to continue to consider the matter in accordance with the relevant provisions as they applied immediately before commencement, but subject to the following provisions of this article.
(4) In the case of a contravention of the kind described in article 10(1)(c) above, the referral committee must decide whether to give a decision notice to A under section 89(3) indicating that the competent authority has decided to publish a statement in respect of the contravention by virtue of article 10(2) above.
(5) In the case of a contravention of the kind described in article 11(1)(c) above, the referral committee must decide whether to give a decision notice to A under section 92(4) indicating that the competent authority has decided to publish a statement in respect of the contravention under article 11(2) above.
(6) If the referral committee decides to give a decision notice to A under paragraph (4) above, it may do so without giving a warning notice to A under section 89(2).
(7) If the referral committee decides to give a decision notice to A under paragraph (5) above, it may do so without giving a warning notice to A under section 92(1).
(8) For the purposes of section 133(6), a decision notice given under paragraph (4) or (5) above is to be treated as if it had been preceded by a warning notice stating that the competent authority proposed to take the action referred to in the decision notice.
(9) Subsections (1) and (9) of section 395 (which require the Authority to determine the procedure that it proposes to follow in relation to the giving of notices including decision notices, and to follow the stated procedure) do not apply in relation to the giving of decision notices under paragraphs (4) or (5) above.
Appeals in relation to decisions taken before commencement
13.
- (1) In this article -
(2) This article applies where -
(3) Notwithstanding the revocation or amendment of the relevant appeal provisions, an appeal may be brought (or, if brought before commencement, may be continued), and any such appeal is to be considered and determined by the appeal body in accordance with the relevant appeal provisions as they applied immediately before commencement, but subject to the following provisions of this article.
(4) The appeal body must determine what (if any) is the appropriate action for the competent authority to take in relation to the matters which gave rise to the appeal, and for this purpose the appeal body may consider any evidence relating to the subject-matter of the appeal, whether or not it was available to the person who took the decision at the material time.
(5) On determining the appeal, the appeal body must remit the matter to the competent authority with such directions (if any) as it considers appropriate for giving effect to its determination, and the competent authority must act in accordance with the determination.
(6) But the appeal body may only direct the competent authority to take action which it would have power to take, in circumstances of the kind which gave rise to the decision -
(7) Where the competent authority gives effect to a determination of the appeal body by taking any action, it must give the parties written notice setting out the action being taken (or the terms of any order or direction being given) and the date on which it takes effect.
(8) Where the competent authority gives a written notice in accordance with paragraph (7) above setting out action being taken -
Tony McNulty
John Heppell
Two of the Lords Commissioners of Her Majesty's Treasury
22nd August 2001
[4] Section 142 is modified in terms of the investments to which it applies by S.I. 1989/29 and by S.I. 1995/3275, Schedule 7 paragraph 35. "Investments" is defined in section 1(1) of the 1986 Act.back
[6] See, in particular, the power to make listing rules in section 142(6). Relevant amendments to Part IV are found in S.I. 1991/2000, 1995/1537, and 2000/968 (which substituted the Financial Services Authority as the competent authority for the purposes of Part IV).back