Law

Financial Services and Markets Act 2000

United Kingdom · statute

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In force since 2026-07-15, as the publisher states.

Copy read on 2026-11-08. The page it was read from

Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.

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Contents: 1,176 provisions

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1,176 provisions

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

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87P Exercise of powers at request of competent authority of another EEA State

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87Q Right of investor to withdraw

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87R Register of investors

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88 Sponsors.

(1) Listing rules may require a person to make arrangements with a sponsor for the performance by the sponsor of such services in relation to him as may be specified in the rules. (2) “Sponsor” means a person approved by the FCA for the purposes of the rules. (3) Listing rules made by virtue of subsection (1) may— (a) provide for the FCA to maintain a list of sponsors; (b) specify services which must be performed by a sponsor; (c) impose requirements on a sponsor in relation to the provision of services or specified services; (d) specify the circumstances in which a person is qualified for being approved as a sponsor. (e) provide for limitations or other restrictions to be imposed on the services to which an approval relates (whether or not the approval has already been granted); (f) provide for the approval of a sponsor to be suspended on the application of the sponsor. (4) If the FCA proposes— (a) to refuse a person’s application under sponsor rules, (aa) to impose limitations or other restrictions on the services to which a person's approval relates, or (b) to cancel a person’s approval as a sponsor otherwise than at his request, it must give him a warning notice. (5) If, after considering any representations made in response to the warning notice, the FCA decides— (a) to grant the application under sponsor rules, (aa) not to impose limitations or other restrictions on the services to which a person's approval relates, or (b) not to cancel the approval, it must give the person concerned, and any person to whom a copy of the warning notice was given, written notice of its decision. (6) If, after considering any representations made in response to the warning notice, the FCA decides— (a) to refuse to grant the application under sponsor rules, (aa) to impose limitations or other restrictions on the services to which a person's approval relates, or (b) to cancel the approval, it must give the person concerned a decision notice. (7) A person to whom a decision notice is given under this section may refer the matter to the Tribunal. (8) In this section any reference to an application under sponsor rules means— (a) an application for approval as a sponsor, (b) an application for the suspension of an approval as a sponsor, (c) an application for the withdrawal of the suspension of an approval as a sponsor, or (d) an application for the withdrawal or variation of a limitation or other restriction on the services to which a sponsor's approval relates.

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89 Public censure of sponsor.

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88A Disciplinary powers: contravention of s.88(3)(c) or (e)

(1) The FCA may take action against a sponsor under this section if it considers that the sponsor has contravened a requirement or restriction imposed on the sponsor by rules made as a result of section 88(3)(c) or (e). (2) If the FCA is entitled to take action under this section against a sponsor, it may do one or more of the following— (a) impose a penalty on the sponsor of such amount as it considers appropriate; (b) suspend, for such period as it considers appropriate, the sponsor's approval; (c) impose, for such period as it considers appropriate, such limitations or other restrictions in relation to the performance of services to which the sponsor's approval relates as it considers appropriate; (d) publish a statement to the effect that the sponsor has contravened a requirement or restriction imposed on the sponsor by rules made as a result of section 88(3)(c) or (e). (3) The period for which a suspension or restriction is to have effect may not exceed 12 months. (4) A suspension may relate only to the performance in specified circumstances of a service to which the approval relates. (5) A restriction may, in particular, be imposed so as to require the sponsor to take, or refrain from taking, specified action. (6) The FCA may— (a) withdraw a suspension or restriction; or (b) vary a suspension or restriction so as to reduce the period for which it has effect or otherwise to limit its effect. (7) The FCA may not take action against a sponsor under this section after the end of the limitation period unless, before the end of that period, it has given a warning notice to the sponsor under section 88B(1). (8) “The limitation period” means the period of 3 years beginning with the first day on which the FCA knew that the sponsor had contravened the requirement or restriction. (9) For this purpose the FCA is to be treated as knowing that a sponsor has contravened a requirement or restriction if it has information from which that can reasonably be inferred.

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88B Action under s.88A: procedure and right to refer to Tribunal

(1) If the FCA proposes to take action against a sponsor under section 88A, it must give the sponsor a warning notice. (2) A warning notice about a proposal to impose a penalty must state the amount of the penalty. (3) A warning notice about a proposal— (a) to suspend an approval, or (b) to impose a restriction in relation to the performance of a service, must state the period for which the suspension or restriction is to have effect. (4) A warning notice about a proposal to publish a statement must set out the terms of the statement. (5) If the FCA decides to take action against a sponsor under section 88A, it must give the sponsor a decision notice. (6) A decision notice about the imposition of a penalty must state the amount of the penalty. (7) A decision notice about— (a) the suspension of an approval, or (b) the imposition of a restriction in relation to the performance of a service, must state the period for which the suspension or restriction is to have effect. (8) A decision notice about the publication of a statement must set out the terms of the statement. (9) If the FCA decides to take action against a sponsor under section 88A, the sponsor may refer the matter to the Tribunal.

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88C Action under s.88A: statement of policy

(1) The FCA must prepare and issue a statement of its policy with respect to— (a) the imposition of penalties, suspensions or restrictions under section 88A, (b) the amount of penalties under that section, and (c) the period for which suspensions or restrictions under that section are to have effect. (2) The FCA's policy in determining what the amount of a penalty should be, or what the period for which a suspension or restriction is to have effect should be, must include having regard to— (a) the seriousness of the contravention in question in relation to the nature of the requirement concerned, (b) the extent to which that contravention was deliberate or reckless, and (c) whether the sponsor concerned is an individual. (3) The FCA may at any time alter or replace a statement issued under this section. (4) If a statement issued under this section is altered or replaced, the FCA must issue the altered or replacement statement. (5) In exercising, or deciding whether to exercise, its power under section 88A in the case of any particular contravention, the FCA must have regard to any statement of policy published under this section and in force at a time when the contravention in question occurred. (6) A statement issued under this section must be published by the FCA in the way appearing to the FCA to be best calculated to bring it to the attention of the public. (7) The FCA may charge a reasonable fee for providing a person with a copy of the statement. (8) The FCA must, without delay, give the Treasury a copy of any statement which it publishes under this section.

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88D Statement of policy under s.88C: procedure

(1) Before issuing a statement under section 88C, the FCA must publish a draft of the proposed statement in the way appearing to the FCA 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 FCA within a specified time. (3) Before issuing the proposed statement, the FCA must have regard to any representations made to it in accordance with subsection (2). (4) If the FCA 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 FCA, significant, the FCA must (in addition to complying with subsection (4)) publish details of the difference. (6) The FCA 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.

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88E Powers exercisable to advance operational objectives

(1) The FCA may take action against a sponsor under this section if it considers that it is desirable to do so in order to advance one or more of its operational objectives. (2) If the FCA is entitled to take action under this section against a sponsor, it may— (a) suspend, for such period as it considers appropriate, the sponsor's approval, or (b) impose, for such period as it considers appropriate, such limitations or other restrictions in relation to the performance of services to which the sponsor's approval relates as it considers appropriate. (3) A suspension may relate only to the performance in specified circumstances of a service to which the approval relates. (4) A restriction may, in particular, be imposed so as to require the sponsor to take, or refrain from taking, specified action. (5) The FCA may— (a) withdraw a suspension or restriction, or (b) vary a suspension or restriction so as to reduce the period for which it has effect or otherwise to limit its effect. (6) A person against whom the FCA takes action under this section may refer the matter to the Tribunal.

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88F Action under s.88E: procedure

(1) Action against a sponsor under section 88E takes effect— (a) immediately, if the notice given under subsection (3) so provides, or (b) on such later date as may be specified in the notice. (2) If the FCA— (a) proposes to take action against a sponsor under that section, or (b) takes action against a sponsor under that section with immediate effect, it must give the sponsor written notice. (3) The notice must— (a) give details of the action, (b) state the FCA's reasons for taking the action and for its determination as to when the action takes effect, (c) inform the sponsor that the sponsor may make representations to the FCA within such period as may be specified in the notice (whether or not the matter has been referred to the Tribunal), (d) inform the sponsor of when the action takes effect, (e) inform the sponsor of the right to refer the matter to the Tribunal, and (f) give an indication of the procedure on such a reference. (4) The FCA may extend the period allowed under the notice for making representations. (5) If the FCA decides— (a) to take the action in the way proposed, or (b) if the action has taken effect, not to rescind it, the FCA must give the sponsor written notice. (6) If the FCA decides— (a) not to take the action in the way proposed, (b) to take action under section 88E that differs from the action originally proposed, or (c) to rescind action which has taken effect, the FCA must give the sponsor written notice. (7) A notice under subsection (5) must— (a) inform the sponsor of the right to refer the matter to the Tribunal, and (b) give an indication of the procedure on such a reference. (8) A notice under subsection (6)(b) must comply with subsection (3).

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89A Transparency rules

(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; (c) specifying the nature of the information which must be included in any notification; (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.

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89B Provision of voteholder information

(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.

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89C Provision of information by issuers of transferable securities

(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; ... (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (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) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (c) voteholder information— (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 (c) statements which— (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 (c) statements which— (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.

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89D Notification of voting rights held by issuer

(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.

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89E Notification of proposed amendment of issuer's constitution

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89F Transparency rules: interpretation etc

(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... (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (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.

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89G Transparency rules: other supplementary provisions

(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.

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89H FCA's power to call for information

(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; (c) an auditor of— (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.

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89I Requirements in connection with call for information

(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; (c) has been or is an actuary, accountant or lawyer appointed or instructed by that person; or (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.

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89J Power to call for information: supplementary provisions

(1) The FCA may require an issuer to make public any information provided to the FCA under section 89H. (2) If the issuer fails to comply with a requirement under subsection (1), the FCA may, after seeking representations from the issuer, make the information public. (3) In sections 89H and 89I (power of FCA to call for information)— “control” and “controlled” have the meaning given by subsection (4) below; “specified” means specified in the notice; “voteholder” means a person who— holds voting rights in respect of any voting shares for the purposes of sections 89A to 89G (transparency rules), ... ... (4) For the purposes of those sections a person (“A”) controls another person (“B”) if— (a) A holds a majority of the voting rights in B, (b) A is a member of B and has the right to appoint or remove a majority of the members of the board of directors (or, if there is no such board, the equivalent management body) of B, (c) A is a member of B and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or (d) A has the right to exercise, or actually exercises, dominant influence or control over B. (5) For the purposes of subsection (4)(b)— (a) any rights of a person controlled by A, and (b) any rights of a person acting on behalf of A or a person controlled by A, are treated as held by A.

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89K Public censure of issuer

(1) If the FCA finds that an issuer of securities admitted to trading on a regulated market is failing or has failed to comply with an applicable transparency obligation, it may publish a statement to that effect. (2) If the FCA proposes to publish a statement, it must give the issuer a warning notice setting out the terms of the proposed statement. (3) If, after considering any representations made in response to the warning notice, the FCA decides to make the proposed statement, it must give the issuer a decision notice setting out the terms of the statement. (4) A notice under this section must inform the issuer of his right to refer the matter to the Tribunal (see section 89N) and give an indication of the procedure on such a reference. (5) In this section “transparency obligation” means an obligation under qualifying transparency legislation. (5A) In this Part “qualifying transparency legislation” means— (a) transparency rules, (b) any EU regulation, originally made under the transparency obligations directive, that is assimilated direct legislation, (c) regulations made by the Treasury under regulation 71 of the Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 for a purpose specified in paragraphs 10 to 20 of Schedule 2 to those Regulations, or (d) technical standards made by the FCA under regulation 72 of those Regulations for a purpose specified in paragraphs 31 to 35 of that Schedule. (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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89L Power to suspend or prohibit trading of securities

(1) This section applies to securities admitted to trading on a regulated market. (2) If the FCA has reasonable grounds for suspecting that an applicable transparency obligation has been infringed by an issuer, it may— (a) suspend trading in the securities for a period not exceeding 10 days, (b) prohibit trading in the securities, or (c) make a request to the operator of the market on which the issuer's securities are traded— (i) to suspend trading in the securities for a period not exceeding 10 days, or (ii) to prohibit trading in the securities. (3) If the FCA has reasonable grounds for suspecting that an applicable transparency obligation has been infringed by a voteholder of an issuer, it may— (a) prohibit trading in the securities, or (b) make a request to the operator of the market on which the issuer's securities are traded to prohibit trading in the securities. (4) If the FCA finds that an applicable transparency obligation has been infringed, it may require the market operator to prohibit trading in the securities. (5) In this section “transparency obligation” means an obligation under qualifying transparency legislation. (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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89M Procedure under section 89L

(1) A requirement under section 89L 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 the notice. (2) If the FCA— (a) proposes to exercise the powers in section 89L in relation to a person, or (b) exercises any of those powers in relation to a person with immediate effect, it must give that person written notice. (3) The notice must— (a) give details of the FCA's action or proposed action; (b) state the FCA's reasons for taking the action in question and choosing the date on which it took effect or takes effect; (c) inform the recipient that he may make representations to the FCA within such period as may be specified by the notice (whether or not he had referred the matter to the Tribunal); (d) inform him of the date on which the action took effect or takes effect; (e) inform him of his right to refer the matter to the Tribunal (see section 89N) and give an indication of the procedure on such a reference. (4) The FCA may extend the period within which representations may be made to it. (5) If, having considered any representations made to it, the FCA decides to maintain, vary or revoke its earlier decision, it must give written notice to that effect to the person mentioned in subsection (2).

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89N Right to refer matters to the Tribunal

A person— (a) to whom a decision notice is given under section 89K (public censure), or (b) to whom a notice is given under section 89M (procedure in connection with suspension or prohibition of trading), may refer the matter to the Tribunal.

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89NA Voting rights suspension orders

(1) The court may, on the application of the FCA and in accordance with this section, make a voting rights suspension order in respect of a person who is a voteholder in relation to shares in a particular company which are admitted to trading on a regulated market and identified in the application. (2) A voting rights suspension order is an order which suspends the person’s exercise of voting rights attaching to the shares to which the order relates. (3) The court may make a voting rights suspension order in respect of a person only if it is satisfied— (a) that the person has contravened one or more relevant transparency provisions in respect of any of the shares identified in the application or any other shares in the same company which are admitted to trading on a regulated market, and (b) that the contravention is serious enough to make it appropriate to make the order. (4) For the purposes of subsection (3)(b), the court may, in particular, have regard to— (a) whether the contravention was deliberate or repeated; (b) the time taken for the contravention to be remedied; (c) whether the voteholder ignored warnings or requests for compliance from the FCA; (d) the size of the holding of shares to which the contravention relates; (e) any impact of the contravention on the integrity of the UK financial system; (f) the effect of the contravention on any company merger or takeover. (5) A voting rights suspension order may be made in relation to some or all of the shares to which the application relates. (6) A voting rights suspension order may be made for a specified period or an indefinite period. (7) A voting rights suspension order takes effect— (a) on the date specified in the order, or (b) if no date is specified, at the time it is made. (8) Where a voting rights suspension order has been made, the FCA, the person to whom it applies or the company which issued the shares to which it relates, may apply to the court for— (a) a variation of the order so as to alter the period for which it has effect or the shares in relation to which it has effect, or (b) the discharge of the order. (9) The FCA must consult the PRA before making an application to the court under this section in relation to— (a) a person who is a PRA-authorised person, or (b) shares issued by a PRA-authorised person. (10) The jurisdiction conferred by this section is exercisable— (a) in England and Wales and Northern Ireland, by the High Court, and (b) in Scotland, by the Court of Session. (11) In this section— “relevant transparency provision” means— a provision of the transparency rules which implemented Article 9, 10, 12, 13 or 13a of the transparency obligations directive, ... a provision, originally made under any of those Articles, that is assimilated direct legislation, a provision of regulations made by the Treasury under regulation 71 of the Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 for a purpose specified in paragraphs 13 to 16 of Schedule 2 to those Regulations, or a provision of technical standards made by the FCA under regulation 72 of those Regulations for a purpose specified in paragraphs 32 to 35 of that Schedule. “voteholder” has the meaning given by section 89J(3).

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89O Corporate governance rules

(1) The FCA may make rules (“corporate governance rules”) relating to the corporate governance of issuers who have requested or approved admission of their securities to trading on a regulated market. (2) “Corporate governance”, in relation to an issuer, includes— (a) the nature, constitution or functions of the organs of the issuer; (b) the manner in which organs of the issuer conduct themselves; (c) the requirements imposed on organs of the issuer; (d) the relationship between the different organs of the issuer; (e) the relationship between the organs of the issuer and the members of the issuer or holders of the issuer's securities. (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) This section is without prejudice to any other power conferred by this Part to make Part 6 rules.

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89P Primary information providers

(1) Part 6 rules may require issuers of financial instruments to use primary information providers for the purpose of giving information of a specified description to a market of a specified description. (2) “Primary information provider” means a person approved by the FCA for the purposes of this section. (3) “Specified” means specified in the Part 6 rules. (4) Part 6 rules made by virtue of subsection (1) may— (a) provide for the FCA to maintain a list of providers; (b) impose requirements on a provider in relation to the giving of information or of information of a specified description; (c) specify the circumstances in which a person is qualified for being approved as a provider; (d) provide for limitations or other restrictions to be imposed on the giving of information to which an approval relates (whether or not the approval has already been granted); (e) provide for the approval of a provider to be suspended on the application of the provider. (5) If the FCA proposes— (a) to refuse a person's application under information provider rules, (b) to impose limitations or other restrictions on the giving of information to which a person's approval relates, or (c) to cancel a person's approval as a provider otherwise than at the person's request, it must give the person a warning notice. (6) If the FCA decides— (a) to grant the application under information provider rules, (b) not to impose limitations or other restrictions on the giving of information to which a person's approval relates, or (c) not to cancel the approval, it must give the person concerned written notice of its decision. (7) If the FCA decides— (a) to refuse to grant the application under information provider rules, (b) to impose limitations or other restrictions on the giving of information to which a person's approval relates, or (c) to cancel the approval, it must give the person concerned a decision notice. (8) A person to whom a decision notice is given under this section may refer the matter to the Tribunal. (9) In this section any reference to an application under information provider rules means— (a) an application for approval as a provider, (b) an application for the suspension of an approval as a provider, (c) an application for the withdrawal of the suspension of an approval as a provider, or (d) an application for the withdrawal or variation of a limitation or other restriction on the giving of information to which a provider's approval relates.

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89Q Disciplinary powers: contravention of s.89P(4)(b) or (d)

(1) The FCA may take action against a provider under this section if it considers that the provider has contravened a requirement or restriction imposed on the provider by rules made as a result of section 89P(4)(b) or (d). (2) If the FCA is entitled to take action under this section against a provider, it may do one or more of the following— (a) impose a penalty on the provider of such amount as it considers appropriate; (b) suspend, for such period as it considers appropriate, the provider's approval; (c) impose, for such period as it considers appropriate, such limitations or other restrictions in relation to the giving by the provider of information as it considers appropriate; (d) publish a statement to the effect that the provider has contravened a requirement or restriction imposed on the provider by rules made as a result of section 89P(4)(b) or (d). (3) The period for which a suspension or restriction is to have effect may not exceed 12 months. (4) A suspension may relate only to the giving of information in specified circumstances. (5) A restriction may, in particular, be imposed so as to require the provider to take, or refrain from taking, specified action. (6) The FCA may— (a) withdraw a suspension or restriction, or (b) vary a suspension or restriction so as to reduce the period for which it has effect or otherwise to limit its effect. (7) The FCA may not take action against a provider under this section after the end of the limitation period unless, before the end of that period, it has given a warning notice to the provider under section 89R(1). (8) “The limitation period” means the period of 3 years beginning with the first day on which the FCA knew that the provider had contravened the requirement or restriction. (9) For this purpose the FCA is to be treated as knowing that a provider has contravened a requirement or restriction if it has information from which that can reasonably be inferred.

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89R Action under s.89Q: procedure and right to refer to Tribunal

(1) If the FCA proposes to take action against a provider under section 89Q, it must give the provider a warning notice. (2) A warning notice about a proposal to impose a penalty must state the amount of the penalty. (3) A warning notice about a proposal— (a) to suspend an approval, or (b) to impose a restriction in relation to the giving of information, must state the period for which the suspension or restriction is to have effect. (4) A warning notice about a proposal to publish a statement must set out the terms of the statement. (5) If the FCA decides to take action against a provider under section 89Q, it must give the provider a decision notice. (6) A decision notice about the imposition of a penalty must state the amount of the penalty. (7) A decision notice about— (a) the suspension of an approval, or (b) the imposition of a restriction in relation to the giving of information, must state the period for which the suspension or restriction is to have effect. (8) A decision notice about the publication of a statement must set out the terms of the statement. (9) If the FCA decides to take action against a provider under section 89Q, the provider may refer the matter to the Tribunal.

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89S Action under s.89Q: statement of policy

(1) The FCA must prepare and issue a statement of its policy with respect to— (a) the imposition of penalties, suspensions or restrictions under section 89Q, (b) the amount of penalties under that section, (c) the period for which suspensions or restrictions under that section are to have effect, and (d) the matters in relation to which suspensions or restrictions under that section are to have effect. (2) The FCA's policy in determining what the amount of a penalty should be, or what the period for which a suspension or restriction is to have effect should be, must include having regard to— (a) the seriousness of the contravention in question in relation to the nature of the requirement concerned, (b) the extent to which that contravention was deliberate or reckless, and (c) whether the provider concerned is an individual. (3) The FCA may at any time alter or replace a statement issued under this section. (4) If a statement issued under this section is altered or replaced, the FCA must issue the altered or replacement statement. (5) In exercising, or deciding whether to exercise, its power under section 89Q in the case of any particular contravention, the FCA must have regard to any statement of policy published under this section and in force at a time when the contravention in question occurred. (6) A statement issued under this section must be published by the FCA in the way appearing to the FCA to be best calculated to bring it to the attention of the public. (7) The FCA may charge a reasonable fee for providing a person with a copy of the statement. (8) The FCA must, without delay, give the Treasury a copy of any statement which it publishes under this section.

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89T Statement of policy under s.89S: procedure

(1) Before issuing a statement under section 89S, the FCA must publish a draft of the proposed statement in the way appearing to the FCA 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 FCA within a specified time. (3) Before issuing the proposed statement, the FCA must have regard to any representations made to it in accordance with subsection (2). (4) If the FCA 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 FCA, significant, the FCA must (in addition to complying with subsection (4)) publish details of the difference. (6) The FCA 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.

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89U Powers exercisable to advance operational objectives

(1) The FCA may take action against a provider under this section if it considers that it is desirable to do so in order to advance one or more of its operational objectives. (2) If the FCA is entitled to take action under this section against a provider, it may— (a) suspend, for such period as it considers appropriate, the provider's approval, or (b) impose, for such period as it considers appropriate, such limitations or other restrictions in relation to the giving by the provider of information as it considers appropriate. (3) A suspension may relate only to the giving of information in specified circumstances. (4) A restriction may, in particular, be imposed so as to require the provider to take, or refrain from taking, specified action. (5) The FCA may— (a) withdraw a suspension or restriction, or (b) vary a suspension or restriction so as to reduce the period for which it has effect or otherwise to limit its effect. (6) A person against whom the FCA takes action under this section may refer the matter to the Tribunal.

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89V Action under s.89U: procedure

(1) Action against a provider under section 89U takes effect— (a) immediately, if the notice given under subsection (2) so provides, or (b) on such later date as may be specified in the notice. (2) If the FCA— (a) proposes to take action against a provider under that section, or (b) takes action against a provider under that section with immediate effect, it must give the provider written notice. (3) The notice must— (a) give details of the action, (b) state the FCA's reasons for taking the action and for its determination as to when the action takes effect, (c) inform the provider that the provider may make representations to the FCA within such period as may be specified in the notice (whether or not the matter has been referred to the Tribunal), (d) inform the provider of when the action takes effect, (e) inform the provider of the right to refer the matter to the Tribunal, and (f) give an indication of the procedure on such a reference. (4) The FCA may extend the period allowed under the notice for making representations. (5) If the FCA decides— (a) to take the action in the way proposed, or (b) if the action has taken effect, not to rescind it, the FCA must give the provider written notice. (6) If the FCA decides— (a) not to take the action in the way proposed, (b) to take action under section 89U that differs from the action originally proposed, or (c) to rescind action which has taken effect, the FCA must give the provider written notice. (7) A notice under subsection (5) must— (a) inform the provider of the right to refer the matter to the Tribunal, and (b) give an indication of the procedure on such a reference. (8) A notice under subsection (6)(b) must comply with subsection (3).

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89W Storage of regulated information

(1) The FCA must ensure that there is at least one mechanism for the central storage of regulated information .... (1A) The mechanism must comply with minimum quality standards of security, certainty as to the information source, time recording and easy access by end users (see provision made under regulation 71 of the Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 for the purpose specified in paragraph 19(b) of Schedule 2 to those Regulations). (1B) The mechanism must be aligned with the procedure for filing the regulated information with the FCA. (2) In this section “regulated information” means information which an issuer, or a person who has applied for the admission of securities to trading on a regulated market without the issuer's consent, is required to disclose under— (a) listing rules, (b) qualifying transparency legislation, or (c) Articles 17 to 19 of the market abuse regulation.

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90 Compensation for statements in listing particulars ...

(1) Any person responsible for listing particulars is liable to pay compensation to a person who has— (a) acquired securities to which the particulars apply; and (b) suffered loss in respect of them as a result of— (i) any untrue or misleading statement in the particulars; or (ii) the omission from the particulars of any matter required to be included by section 80 or 81. (2) Subsection (1) is subject to exemptions provided by Schedule 10. (3) If listing particulars are required to include information about the absence of a particular matter, the omission from the particulars of that information is to be treated as a statement in the listing particulars that there is no such matter. (4) Any person who fails to comply with section 81 is liable to pay compensation to any person who has— (a) acquired securities of the kind in question; and (b) suffered loss in respect of them as a result of the failure. (5) Subsection (4) is subject to exemptions provided by Schedule 10. (6) This section does not affect any liability which may be incurred apart from this section. (7) References in this section to the acquisition by a person of securities include references to his contracting to acquire them or any interest in them. (8) No person shall, by reason of being a promoter of a company or otherwise, incur any liability for failing to disclose information which he would not be required to disclose in listing particulars in respect of a company’s securities— (a) if he were responsible for those particulars; or (b) if he is responsible for them, which he is entitled to omit by virtue of section 82. (9) The reference in subsection (8) to a person incurring 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. (10) “Listing particulars”, in subsection (1) and Schedule 10, includes supplementary listing particulars. (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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90ZA Liability for key investor information

(1) A person is not to be subject to civil liability solely on the basis of the key investor information produced in relation to a collective investment scheme or a sub-fund of such a scheme in accordance with rules or other provisions originally made in implementation of Chapter IX of the UCITS directive, or of any translation of that information, unless the key investor information is misleading, inaccurate or inconsistent with the relevant parts of the prospectus published for that collective investment scheme or sub-fund in accordance with rules made by the FCA under section 248 or 261J of this Act. (2) In this section, a reference to a sub-fund of a collective investment scheme is a reference to a part of the property of the collective investment scheme which forms a separate pool where— (a) the collective investment scheme provides arrangements for separate pooling of the contributions of the participants and the profits and income out of which payments are made to them; and (b) the participants are entitled to exchange rights in one pool for rights in another.

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90A Liability of issuers in connection with published information

Schedule 10A makes provision about the liability of issuers of securities to pay compensation to persons who have suffered loss as a result of— (a) a misleading statement or dishonest omission in certain published information relating to the securities, or (b) a dishonest delay in publishing such information.

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90B Power to make further provision about liability for published information

(1) The Treasury may by regulations make provision about the liability of issuers of securities traded on a regulated market, and other persons, in respect of information published to holders of securities, to the market or to the public generally. (2) Regulations under this section may amend any primary or subordinate legislation, including any provision of, or made under, this Act.

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