71W Application for variation or revocation of relevant Part 5A direction
(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.
71X Determination of application under section 71W
(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
(c) inform A of A’s right to refer the matter to the Tribunal.
(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.
71Y Relevant Part 5A direction: right to refer to Tribunal
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.
(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.
(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.
(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.
(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.
(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.
78A Discontinuance or suspension at the request of the issuer: procedure
(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).
(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.
80 General duty of disclosure in listing particulars.
(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.
(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.
(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.