(1) An applicant for a recognition order under Chapter III or IV of this Part of this Act shall pay such fees in respect of his application as may be required by a scheme made and published by the Secretary of State; and no application for such an order shall be regarded as duly made unless this subsection is complied with.
(2) A scheme made for the purposes of subsection (1) above shall specify the time when the fees are to be paid and may—
(a) provide for the determination of the fees in accordance with a specified scale or other specified factors;
(b) provide for the return or abatement of any fees where an application is refused or withdrawn; and
(c) make different provision for different cases.
(3) Any scheme made for the purposes of subsection (1) above shall come into operation on such date as is specified in the scheme (not being earlier than the day on which it is first published) and shall apply to applications made on or after the date on which it comes into operation.
(4) The power to make a scheme for the purposes of subsection (1) above includes power to vary or revoke a previous scheme made under those provisions.
(5) Every application under section 26, 77 or 88 above shall be accompanied by the prescribed fee and every notice given to the Secretary of State under section 32, 86(2) or 87(3) above shall be accompanied by such fee as may be prescribed; and no such application or notice shall be regarded as duly made or given unless this subsection is complied with.
(1) Every recognised self-regulating organisation, recognised professional body, recognised investment exchange and recognised clearing house shall pay such periodical fees to the Secretary of State as may be prescribed.
(2) So long as a body is authorised under section 22 above to carry on insurance business which is investment business it shall pay to the Secretary of State such periodical fees as may be prescribed.
(3) So long as a friendly society is authorised under section 23 above to carry on investment business it shall pay to the Friendly Societies Commission such periodical fees as the Commission may by regulations specify.
(4) A person who is an authorised person by virtue of section 25 or 31 above shall pay such periodical fees to the Secretary of State as may be prescribed.
(5) If a person fails to pay any fee which is payable by him under subsection (4) above the Secretary of State may serve on him a written notice requiring him to pay the fee within twenty-eight days of service of the notice; and if the fee is not paid within that period that person’s authorisation shall cease to have effect unless the Secretary of State otherwise directs.
(6) A direction under subsection (5) above may be given so as to have retrospective effect; and the Secretary of State may under that subsection direct that the person in question shall continue to be an authorised person only for such period as is specified in the direction.
(7) Subsection (5) above is without prejudice to the recovery of any fee as a debt due to the Crown.
(8) The manager of each authorised unit trust scheme and the operator of each recognised scheme shall pay such periodical fees to the Secretary of State as may be prescribed.
114 Power to transfer functions to designated agency.
(1) If it appears to the Secretary of State—
(a) that a body corporate has been established which is able and willing to discharge all or any of the functions to which this section applies; and
(b) that the requirements of Schedule 7 to this Act are satisfied in the case of that body,
he may, subject to the provisions of this section and Chapter XIV of this Part of this Act, make an order transferring all or any of those functions to that body.
(2) The body to which functions are transferred by the first order made under subsection (1) above shall be the body known as The Securities and Investments Board Limited if it appears to the Secretary of State that it is able and willing to discharge them, that the requirements mentioned in paragraph (b) of that subsection are satisfied in the case of that body and that he is not precluded from making the order by the subsequent provisions of this section or Chapter XIV of this Part of this Act.
(3) An order under subsection (1) above is in this Act referred to as “a delegation order” and a body to which functions are transferred by a delegation order is in this Act referred to as “a designated agency”.
(4) Subject to subsections (5) and (6) below, this section applies to any functions of the Secretary of State under Chapters II to XII of this Part of this Act and to his functions under paragraphs 23 and 25(2) of Schedule 1 and paragraphs 4, 5 and 15 of Schedule 15 to this Act.
(5) This section does not apply to any functions under—
(a) section 31(4);
(b) section 46;
(c) section 48(8);
(d) section 58(3);
(dd) section 62A;
(e) section 86(1) or 87(1);
(f) section 96;
(g) section 109(2) above.
(6) This section does not apply to the making or revocation of a recognition order in respect of an overseas investment exchange or overseas clearing house or the making of an application to the court under section 12 above in respect of any such exchange or clearing house.
(7) Any function may be transferred by a delegation order either wholly or in part.
(8) In the case of a function under section 6 or 72 or a function under section 61 which is exercisable by virtue of subsection (1)(a)(ii) or (iii) of that section, the transfer may be subject to a reservation that it is to be exercisable by the Secretary of State concurrently with the designated agency and any transfer of a function under section 94, 105 or 106 shall be subject to such a reservation.
(9) The Secretary of State shall not make a delegation order transferring any legislative functions unless—
(a) the agency has furnished him with a copy of the instruments it proposes to issue or make in the exercise of those functions, and
(b) he is satisfied that those instruments will afford investors an adequate level of protection and, in the case of such provisions as are mentioned in Schedule 8 to this Act, comply with the principles set out in that Schedule.
In this subsection “legislative functions” means the functions of issuing or making statements of principle, rules, regulations or codes of practice.
(10) The Secretary of State shall also before making a delegation order transferring any functions to a designated agency require it to furnish him with a copy of any guidance intended to have continuing effect which it proposes to issue in writing or other legible form and the Secretary of State may take any such guidance into account in determining whether he is satisfied as mentioned in subsection (9)(b) above.
(11) No delegation order shall be made unless a draft of it has been laid before and approved by a resolution of each House of Parliament.
(12) In this Act references to guidance issued by a designated agency are references to guidance issued or any recommendation made by it which is issued or made to persons generally or to any class of persons, being, in either case, persons who are or may be subject to statements of principle, rules, regulations or codes of practice issued or made by it, or who are or may be recognised or authorised by it, in the exercise of its functions under a delegation order.
(1) The Secretary of State may at the request or with the consent of a designated agency make an order resuming all or any of the functions transferred to the agency by a delegation order.
(2) The Secretary of State may, in the circumstances mentioned in subsection (3), (4) or (5) below, make an order resuming—
(a) all the functions transferred to a designated agency by a delegation order; or
(b) all, all legislative or all administrative functions transferred to a designated agency by a delegation order so far as relating to investments or investment business of any class.
(3) An order may be made under subsection (2) above if at any time it appears to the Secretary of State that any of the requirements of Schedule 7 to this Act are not satisfied in the case of the agency.
(4) An order may be made under subsection (2) above as respects functions relating to any class of investment or investment business if at any time it appears to the Secretary of State that the agency is unable or unwilling to discharge all or any of the transferred functions in respect of all or any investments or investment business falling within that class.
(5) Where the transferred functions consist of or include any legislative functions, an order may be made under subsection (2) above if at any time it appears to the Secretary of State that the instruments issued or made by the agency do not satisfy the requirements of section 114(9)(b) above.
(6) An order under subsection (1) above shall be subject to annulment in pursuance of a resolution of either House of Parliament; and no other order shall be made under this section unless a draft of it has been laid before and approved by a resolution of each House of Parliament.
(7) In this section—
(a) “legislative functions” means functions of issuing or making statements of principle, rules, regulations or codes of practice;
(b) “administrative functions” means functions other than legislative functions;
but the resumption of legislative functions shall not deprive a designated agency of any function of prescribing fees to be paid or information to be furnished in connection with administrative functions retained by the agency; and the resumption of administrative functions shall extend to the function of prescribing fees to be paid and information to be furnished in connection with those administrative functions.
Schedule 9 to this Act shall have effect as respects the status of a designated agency and the exercise of the functions transferred to it by a delegation order.
(1) A designated agency shall at least once in each year for which the delegation order is in force made a report to the Secretary of State on the discharge of the functions transferred to it by the order and on such other matters as the order may require.
(2) The Secretary of State shall lay before Parliament copies of each report received by him under this section.
(3) The Secretary of State may give directions to a designated agency with respect to its accounts and the audit of its accounts; and it shall be the duty of the agency to comply with the directions.
(4) Subsection (3) above shall not apply to a designated agency which is a company to which section 226 of the Companies Act 1985 applies; but the Secretary of State may require any designated agency (whether or not such a company) to comply with any provisions of that Act which would not otherwise apply to it or direct that any provision of that Act shall apply to the agency with such modifications as are specified in the direction; and it shall be the duty of the agency to comply with any such requirement or direction.
(5) In subsection (4) above the references to the Companies Act 1985 and section 226 of that Act include references to the corresponding Northern Ireland provisions.
(1) A delegation order shall not affect anything previously done in the exercise of a function which is transferred by the order; and any order resuming a function shall not affect anything previously done by the designated agency in the exercise of a function which is resumed.
(2) A delegation order and an order resuming any functions transferred by a delegation order may contain, or the Secretary of State may by a separate order under this section make, such transitional and other supplementary provisions as he thinks necessary or expedient in connection with the delegation order or the order resuming the functions in question.
(3) The provisions that may be made under subsection (2) above in connection with a delegation order include, in particular, provisions—
(a) for modifying or excluding any provision of this Act in its application to any function transferred by the order;
(b) for applying to a designated agency, in connection with any such function, any provision applying to the Secretary of State which is contained in or made under any other enactment;
(c) for the transfer of any property, rights or liabilities from the Secretary of State to a designated agency;
(d) for the carrying on and completion by a designated agency of anything in process of being done by the Secretary of State when the order takes effect; and
(e) for the substitution of a designated agency for the Secretary of State in any instrument, contract or legal proceedings.
(4) The provisions that may be made under subsection (2) above in connection with an order resuming any functions include, in particular, provisions—
(a) for the transfer of any property, rights or liabilities from the agency to the Secretary of State;
(b) for the carrying on and completion by the Secretary of State of anything in process of being done by the agency when the order takes effect;
(c) for the substitution of the Secretary of State for the agency in any instrument, contract or legal proceedings; and
(d) in a case where some functions remain with the agency, for modifying or excluding any provision of this Act in its application to any such functions.
(5) In a case where any function of a designated agency is resumed and is to be immediately transferred by a delegation order to another designated agency, the provisions that may be made under subsection (2) above may include provisions for any of the matters mentioned in paragraphs (a) to (c) of subsection (4) above, taking references to the Secretary of State as references to that other agency.
(6) Any order under this section shall be subject to annulment in pursuance of a resolution of either House of Parliament.
119 Recognised self-regulating organisations, investment exchanges and clearing houses.
(1) The Secretary of State shall not make a recognition order in respect of a self-regulating organisation, investment exchange or clearing house unless he is satisfied that—
(a) in the case of a self-regulating organisation, the rules and any guidance of which copies are furnished with the application for the order, together with any statements of principle, rules, regulations or codes of practice to which members of the organisation would be subject by virtue of Chapter V of this Part,
(b) in the case of an investment exchange, the rules and any guidance of which copies are furnished with the application for the order, together with any arrangements of which particulars are furnished with the application,
(c) in the case of a clearing house, the rules and any guidance of which copies are furnished with the application for the order,
do not have, and are not intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition or, if they have or are intended or likely to have that effect to any significant extent, that the effect is not greater than is necessary for the protection of investors.
(2) The powers conferred by subsection (3) below shall be exercisable by the Secretary of State if at any time it appears to him that—
(a) in the case of a self-regulating organisation—
(i) any rules made or guidance issued by the organisation,
(ii) any practices of the organisation, or
(iii) any practices of persons who are members of, or otherwise subject to the rules made by, the organisation,
together with any statements of principle, rules, regulations or codes of practice to which members of the organisation are subject by virtue of Chapter V of this Part,
(b) in the case of a recognised investment exchange—
(i) any rules made or guidance issued by the exchange,
(ii) any practices of the exchange, or
(iii) any practices of persons who are members of, or otherwise subject to the rules made by, the exchange,
(c) in the case of a recognised clearing house—
(i) any rules made or guidance issued by the clearing house,
(ii) any practices of the clearing house, or
(iii) any practices of persons who are members of, or otherwise subject to the rules made by, the clearing house,
or any clearing arrangements made by the clearing house,
have, or are intended or likely to have, to a significant extent the effect of restricting, distorting or preventing competition and that that effect is greater than is necessary for the protection of investors.
(3) The powers exercisable under this subsection are—
(a) to revoke the recognition order of the organisation, exchange or clearing house;
(b) to direct it to take specified steps for the purpose of securing that its rules, or the guidance, arrangements or practices in question do not have the effect mentioned in subsection (2) above;
(c) to make alterations in its rules for that purpose;
and subsections (2) to (5), (7) and (9) of section 11 above shall have effect in relation to the revocation of a recognition order under this subsection as they have effect in relation to the revocation of such an order under subsection (1) of that section.
(4) Subsection (3)(c) above does not apply to an overseas investment exchange or overseas clearing house.
(5) The practices referred to in paragraph (a)(ii), (b)(ii) and (c)(ii) of subsection (2) above are practices of the organisation, exchange or clearing house in its capacity as such, being, in the case of a clearing house, practices in respect of its clearing arrangements; . . .
(6) The practices referred to in paragraph (a)(iii), (b)(iii) and (c)(iii) of subsection (2) above are—
(a) in relation to a recognised self-regulating organisation, practices in relation to business in respect of which the persons in question are subject to—
(i) the rules of the organisation, or
(ii) statements of principle, rules, regulations or codes of practice to which its members are subject by virtue of Chapter V of this Part,
and which are required or contemplated by the rules of the organisation or by those statements, rules, regulations or codes, or by guidance issued by the organisation,
(b) in relation to a recognised investment exchange or clearing house, practices in relation to business in respect of which the persons in question are subject to the rules of the exchange or clearing house, and which are required or contemplated by its rules or guidance,
or which are otherwise attributable to the conduct of the organisation, exchange or clearing house as such.
120 Modification of s. 119 where recognition function is transferred.
(1) This section applies instead of section 119 above where the function of making or revoking a recognition order in respect of a self-regulating organisation, investment exchange or clearing house is exercisable by a designated agency.
(2) The designated agency—
(a) shall send to the Secretary of State a copy of the rules and of any guidance or arrangements of which copies or particulars are furnished with any application made to the agency for a recognition order together with any other information supplied with or in connection with the application; and
(b) shall not make the recognition order without the leave of the Secretary of State;
and he shall not give leave in any case in which he would (apart from the delegation order) have been precluded by section 119(1) above from making the recognition order.
(3) A designated agency shall send the Secretary of State a copy of any notice received by it under section 14(6) or 41(5) or (6) above.
(4) If at any time it appears to the Secretary of State in the case of a recognised self-regulating organisation, recognised investment exchange or recognised clearing house that there are circumstances such that (apart from the delegation order) he would have been able to exercise any of the powers conferred by subsection (3) of section 119 above he may, notwithstanding the delegation order, himself exercise the power conferred by paragraph (a) of that subsection or direct the designated agency to exercise the power conferred by paragraph (b) or (c) of that subsection in such manner as he may specify.
(1) The Secretary of State shall not make a delegation order transferring any function to a designated agency unless he is satisfied that any statements of principle, rules, regulations, codes of practice and guidance of which copies are furnished to him under section 114(9) or (10) above do not have, and are not intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition or, if they have or are intended or likely to have that effect to any significant extent, that the effect is not greater than is necessary for the protection of investors.
(2) The powers conferred by subsection (3) below shall be exercisable by the Secretary of State if at any time it appears to him that—
(a) any statements of principle, rules, regulations or codes of practice issued or made by a designated agency in the exercise of functions transferred to it by a delegation order or any guidance issued by a designated agency;
(b) any practices of a designated agency; or
(c) any practices of persons who are subject to statements of principle, rules, regulations or codes of practice issued or made by it in the exercise of those functions,
have, or are intended or are likely to have, to any significant extent the effect of restricting, distorting or preventing competition and that that effect is greater than is necessary for the protection of investors.
(3) The powers exercisable under this subsection are—
(a) to make an order in respect of the agency under section 115(2) above as if the circumstances were such as are there mentioned; or
(b) to direct the agency to take specified steps for the purpose of securing that the statements of principle, rules, regulations, codes of practice, guidance or practices in question do not have the effect mentioned in subsection (2) above.
(4) The practices referred to in paragraph (b) of subsection (2) above are practices of the designated agency in its capacity as such; and the practices referred to in paragraph (c) of that subsection are practices in relation to business in respect of which the persons in question are subject to any such statements of principle, rules, regulations, or codes of practice as are mentioned in paragraph (a) of that subsection and which are required or contemplated by those statements of principle, rules, regulations, or codes of practice or by any such guidance as is there mentioned or are otherwise attributable to the conduct of the agency in its capacity as such.
(1) The Secretary of State shall before deciding—
(a) whether to refuse to make, or to refuse leave for the making of, a recognition order in pursuance of section 119(1) or 120(2) above; or
(b) whether he is precluded by section 121(1) above from making a delegation order,
send to the Director General of Fair Trading (in this Chapter referred to as “the Director”) a copy of the rules , statements of principle, regulations and codes of practice and of any guidance or arrangements which the Secretary of State is required to consider in making that decision together with such other information as the Secretary of State considers will assist the Director in discharging his functions under subsection (2) below.
(2) The Director shall report to the Secretary of State whether, in his opinion, the rules, statements of principle, regulations, codes of practice, guidance or arrangements of which copies are sent to him under subsection (1) above have, or are intended or likely to have, to any significant extent the effect of restricting, distorting, or preventing competition and, if so, what that effect is likely to be; and in making any such decision as is mentioned in that subsection the Secretary of State shall have regard to the Director’s report.
(3) The Secretary of State shall send the Director copies of any notice received by him under section 14(6), 41(5) or (6) or 120(3) above or under paragraph 4 of Schedule 9 to this Act together with such other information as the Secretary of State considers will assist the Director in discharging his functions under subsections (4) and (5) below.
(4) The Director shall keep under review—
(a) the rules, statements of principle, regulations, codes of practice, guidance and arrangements mentioned in section 119(2) and 121(2) above; and
(b) the matters specified in the notices of which copies are sent to him under subsection (3) above;
and if at any time he is of the opinion that any such rules, statements of principle, regulations, codes of practice, guidance, arrangements or matters, or any such rules, statements of principle, regulations, codes of practice, guidance or arrangements taken together with any such matters, have, or are intended or likely to have, to any significant extent the effect mentioned in subsection (2) above, he shall make a report to the Secretary of State stating his opinion and what that effect is or is likely to be.
(5) The Director may report to the Secretary of State his opinion that any such matter as is mentioned in subsection (4)(b) above does not in his opinion have, and is not intended or likely to have, to any significant extent the effect mentioned in subsection (2) above.
(6) The Director may from time to time consider whether any such practices as are mentioned in section 119(2) or 121(2) above have, or are intended or likely to have, to any significant extent the effect mentioned in subsection (2) above and, if so, what that effect is or is likely to be; and if he is of that opinion he shall make a report to the Secretary of State stating his opinion and what the effect is or is likely to be.
(7) The Secretary of State shall not exercise his powers under section 119(3), 120(4) or 121(3) above except after receiving and considering a report from the Director under subsection (4) or (6) above.
(8) The Director may, if he thinks fit, publish any report made by him under this section but shall exclude from a published report, so far as practicable, any matter which relates to the affairs of a particular person (other than the self-regulating organisation, investment exchange, clearing house or designated agency concerned) the publication of which would or might in his opinion seriously and prejudicially affect the interests of that person.
123 Investigations by Director General of Fair Trading.
(1) For the purpose of investigating any matter with a view to its consideration under section 122 above the Director may by a notice in writing—
(a) require any person to produce, at a time and place specified in the notice, to the Director or to any person appointed by him for the purpose, any documents which are specified or described in the notice and which are documents in his custody or under his control and relating to any matter relevant to the investigation; or
(b) require any person carrying on any business to furnish to the Director such information as may be specified or described in the notice, and specify the time within which, and the manner and form in which, any such information is to be furnished.
(2) A person shall not under this section be required to produce any document or disclose any information which he would be entitled to refuse to produce or disclose on grounds of legal professional privilege in proceedings in the High Court or on grounds of confidentiality as between client and professional legal adviser in proceedings in the Court of Session.
(3) Subsections (6) to (8) of section 85 of the Fair Trading Act 1973 (enforcement provisions) shall apply in relation to a notice under this section as they apply in relation to a notice under subsection (1) of that section but as if, in subsection (7) of that section, for the words from “anyone" to “the Commission" there was substituted “the Director".
(1) For the purpose of determining whether a monopoly situation within the meaning of the Fair Trading Act 1973 exists by reason of the circumstances mentioned in section 7(1)(c) of that Act, no accound shall be taken of—
(a) the rules made or guidance issued by a recognised self-regulating organisation, recognised investment exchange or recognised clearing house or any conduct constituting such a practice as is mentioned in section 119(2) above;
(b) any clearing arrangements or any conduct required or contemplated by any such arrangements; or
(c) the statements of principle, rules, regulations, codes of practice or guidance issued or made by a designated agency in the exercise of functions transferred to it by a delegation order or any conduct constituting such a practice as is mentioned in section 121(2) above.
(2) Where a recognition order is revoked there shall be disregarded for the purpose mentioned in subsection (1) above any such conduct as is mentioned in that subsection which occurred while the order was in force.
(3) Where on a monopoly reference under section 50 or 51 of the said Act of 1973 falling within section 49 of that Act the Competition Commissionfind that a monopoly situation within the meaning of that Act exists and—
(a) that the person (or, if more than one, any of the persons) in whose favour it exists is subject to the rules of a recognised self-regulating organisation, recognised investment exchange or recognised clearing house or to the statements of principle, rules, regulations or codes of practice issued or made by a designated agency in the exercise of functions transferred to it by a delegation order; or
(b) that any such person’s conduct in carrying on any business to which those statements of principle, rules, regulations or codes of practice relate is the subject of guidance issued by such an organisation, exchange, clearing house or agency; or
(c) that any such person is a party to any clearing arrangements; or
(d) that the person (or, if more than one, any of the persons) in whose favour the monopoly situation exists is such an organisation, exchange or clearing house as is mentioned in paragraph (a) above or a designated agency,
the Commission, in making their report on that reference, shall exclude from their consideration the question whether the statements of principle, rules, regulations, codes of practice, guidance or clearing arrangements or any acts or omissions of such an organisation, exchange, clearing house or agency as is mentioned in paragraph (d) above in its capacity as such operate, or may be expected to operate, against the public interest; and section 54(3) of that Act shall have effect subject to the provisions of this subsection.
125 The Competition Act 1998: Chapter I prohibition.
(1) The Chapter I prohibition does not apply to an agreement for the constitution of—
(a) a recognised self-regulating organisation,
(b) a recognised investment exchange, or
(c) a recognised clearing house,
to the extent to which the agreement relates to the regulating provisions of the body concerned.
(2) Subject to subsection (3) below, the Chapter I prohibition does not apply to an agreement for the constitution of—
(a) a self-regulating organisation,
(b) an investment exchange, or
(c) a clearing house,
to the extent to which the agreement relates to the regulating provisions of the body concerned.
(3) The exclusion provided by subsection (2) above applies only if—
(a) the body has applied for a recognition order in accordance with the provisions of this Act; and
(b) the application has not been determined.
(4) The Chapter I prohibition does not apply to a decision made by—
(a) a recognised self-regulating organisation,
(b) a recognised investment exchange, or
(c) a recognised clearing house,
to the extent to which the decision relates to any of that body’s regulating provisions or specified practices.
(5) The Chapter I prohibition does not apply to the specified practices of—
(a) a recognised self-regulating organisation, a recognised investment exchange or a recognised clearing house; or
(b) a person who is subject to—
(i) the rules of one of those bodies, or
(ii) the statements of principle, rules, regulations or codes of practice made by a designated agency in the exercise of functions transferred to it by a delegation order.
(6) The Chapter I prohibition does not apply to any agreement the parties to which consist of or include—
(a) a recognised self-regulating organisation, a recognised investment exchange or a recognised clearing house; or
(b) a person who is subject to—
(i) the rules of one of those bodies, or
(ii) the statements of principle, rules, regulations or codes of practice made by a designated agency in the exercise of functions transferred to it by a delegation order,
to the extent to which the agreement consists of provisions the inclusion of which is required or contemplated by any of the body’s regulating provisions or specified practices or by the statements of principle, rules, regulations or codes of practice of the agency.
(7) The Chapter I prohibition does not apply to—
(a) any clearing arrangements; or
(b) any agreement between a recognised investment exchange and a recognised clearing house, to the extent to which the agreement consists of provisions the inclusion of which in the agreement is required or contemplated by any clearing arrangements.
(8) If the recognition order in respect of a body of the kind mentioned in subsection (1)(a), (b) or (c) above is revoked, subsections (1) and (4) to (7) above are to have effect as if that body had continued to be recognised until the end of the period of six months beginning with the day on which the revocation took effect.
(9) In this section—
“the Chapter I prohibition” means the prohibition imposed by section 2(1) of the Competition Act 1998;
“regulating provisions” means—
in relation to a self-regulating organisation, any rules made, or guidance issued, by the organisation;
in relation to an investment exchange, any rules made, or guidance issued, by the exchange;
in relation to a clearing house, any rules made, or guidance issued, by the clearing house;
“specified practices” means—
in the case of a recognised self-regulating organisation, the practices mentioned in section 119(2)(a)(ii) and (iii) above (read with section 119(5) and (6)(a));
in the case of a recognised investment exchange, the practices mentioned in section 119(2)(b)(ii) and (iii) above (read with section 119(5) and (6)(b));
in the case of a recognised clearing house, the practices mentioned in section 119(2)(c)(ii) and (iii) above (read with section 119(5) and (6)(b));
in the case of a person who is subject to the statements of principle, rules, regulations or codes of practice issued or made by a designated agency in the exercise of functions transferred to it by a delegation order, the practices mentioned in section 121(2)(c) above (read with section 121(4));
and expressions used in this section which are also used in Part I of the Competition Act 1998 are to be interpreted in the same way as for the purposes of that Part of that Act.
(1) No course of conduct constituting any such practice as is mentioned in section 119(2) or 121(2) above shall constitute an anti-competitive practice for the purposes of the Competition Act 1980.
(2) Where a recognition order or delegation order is revoked, there shall not be treated as an anti-competitive practice for the purposes of that Act any such course of conduct as is mentioned in subsection (1) above which occurred while the order was in force.
127 Application of Competition Act 1998 in relation to recognised professional bodies: Chapter 2001I prohibition.
(1) This section applies to—
(a) any agreement for the constitution of a recognised professional body to the extent to which it relates to the rules or guidance of that body relating to the carrying on of investment business by persons certified by it (“investment business rules”); and
(b) any other agreement, the parties to which consist of or include—
(i) a recognised professional body,
(ii) a person certified by such a body, or
(iii) a member of such a body,
and which contains a provision required or contemplated by that body’s investment business rules.
(2) If it appears to the Treasury, in relation to some or all of the provisions of an agreement to which this section applies—
(a) that the provisions in question do not have, and are not intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition; or
(b) that the effect of restricting, distorting or preventing competition which the provisions in question do have, or are intended or are likely to have, is not greater than is necessary for the protection of investors,
the Treasury may make a declaration to that effect.
(3) If the Treasury make a declaration under this section, the Chapter I prohibition does not apply to the agreement to the extent to which the agreement consists of provisions to which the declaration relates.
(4) If the Treasury are satisfied that there has been a material change of circumstances, they may—
(a) revoke a declaration made under this section, if they consider that the grounds on which it was made no longer exist;
(b) vary such a declaration, if they consider that there are grounds for making a different declaration; or
(c) make a declaration even though they have notified the Director of their intention not to do so.
(5) If the Treasury make, vary or revoke a declaration under this section they must notify the Director of their decision.
(6) If the Director proposes to exercise any Chapter III powers in respect of any provisions of an agreement to which this section applies, he must—
(a) notify the Treasury of his intention to do so; and
(b) give the Treasury particulars of the agreement and such other information—
(i) as he considers will assist the Treasury to decide whether to exercise their powers under this section; or
(ii) as the Treasury may request.
(7) The Director may not exercise his Chapter III powers in respect of any provisions of an agreement to which this section applies, unless the Treasury—
(a) have notified him that they have not made a declaration in respect of those provisions under this section and that they do not intend to make such a declaration; or
(b) have revoked a declaration under this section and a period of six months beginning with the date on which the revocation took effect has expired.
(8) A declaration under this section ceases to have effect if the agreement to which it relates ceases to be one to which this section applies.
(9) In this section—
“the Chapter I prohibition” means the prohibition imposed by section 2(1) of the Competition Act 1998,
“Chapter III powers” means the powers given to the Director by Chapter III of Part I of that Act so far as they relate to the Chapter I prohibition, and
expressions used in this section which are also used in Part I of the Competition Act 1998 are to be interpreted in the same way as for the purposes of that Part of that Act.
(10) In this section references to an agreement are to be read as applying equally to, or in relation to, a decision or concerted practice.
(11) In the application of this section to decisions and concerted practices, references to provisions of an agreement are to be read as references to elements of a decision or concerted practice.
(1) Before the Secretary of State exercises a power under section 119(3)(b) or (c) above, his power to refuse leave under section 120(2) above or his power to give a direction under section 120(4) above in respect of a self-regulating organisation, investment exchange or clearing house, or his power under section 121(3)(b) above in respect of a designated agency, he shall—
(a) give written notice of his intention to do so to the organisation, exchange, clearing house or agency and take such steps (whether by publication or otherwise) as he thinks appropriate for bringing the notice to the attention of any other person who in his opinion is likely to be affected by the exercise of the power; and
(b) have regard to any representation made within such time as he considers reasonable by the organisation, exchange, clearing house or agency or by any such other person.
(2) A notice under subsection (1) above shall give particulars of the manner in which the Secretary of State proposes to exercise the power in question and state the reasons for which he proposes to act; and the statement of reasons may include matters contained in any report received by him under section 122 above.
(3) Any direction given under this Chapter shall, on the application of the person by whom it was given, be enforceable by mandamus or, in Scotland, by an order for specific performance under section 91 of the Court of Session Act 1868.
(4) The fact that any rules or regulations made by a recognised self-regulating organisation, investment exchange or clearing house or by a designated agency have been altered by or pursuant to a direction given by the Secretary of State under this Chapter shall not preclude their subsequent alteration or revocation by that organisation, exchange, clearing house or agency.
(5) In determining under this Chapter whether any guidance has, or is likely to have, any particular effect the Secretary of State and the Director may assume that the persons to whom it is addressed will act in conformity with it.
In determining—
(a) in relation to a self-regulating organisation, whether the requirements of Schedule 2 are met, or
(b) in relation to a professional body, whether the requirements of Schedule 3 are met,
the Secretary of State shall take into account the effect of any other controls to which members of the organisation or body are subject.
128B Relevance of information given and action taken by other regulatory authorities.
(1) The following provisions apply in the case of—
(a) a person whose principal place of business is in a country or territory outside the United Kingdom, or
(b) a person whose principal business is other than investment business;
and in relation to such a person “the relevant regulatory authority” means the appropriate regulatory authority in that country or territory or, as the case may be, in relation to his principal business.
(2) The Secretary of State may regard himself as satisfied with respect to any matter relevant for the purposes of this Part if—
(a) the relevant regulatory authority informs him that it is satisfied with respect to that matter, and
(b) he is satisfied as to the nature and scope of the supervision exercised by that authority.
(3) In making any decision with respect to the exercise of his powers under this Part in relation to any such person, the Secretary of State may take into account whether the relevant regulatory authority has exercised, or proposes to exercise, its powers in relation to that person.
(4) The Secretary of State may enter into such arrangements with other regulatory authorities as he thinks fit for the purposes of this section.
(5) Where any functions under this Part have been transferred to a designated agency, nothing in this section shall be construed as affecting the responsibility of the Secretary of State for the discharge of Community obligations or other international obligations of the United Kingdom.
128C Enforcement in support of overseas regulatory authority.
(1) The Secretary of State may exercise his disciplinary powers or powers of intervention at the request of, or for the purpose of assisting, an overseas regulatory authority.
(2) The disciplinary powers of the Secretary of State means his powers—
(a) to withdraw or suspend authorisation under section 28 or to terminate or suspend authorisation under section 33,
(b) to give a disqualification direction under section 59,
(c) to make a public statement under section 60, or
(d) to apply for an injunction, interdict or other order under section 61(1);
and the reference to his powers of intervention is to the powers conferred by Chapter VI of this Part.
(3) An “overseas regulatory authority” means an authority in a country or territory outside the United Kingdom which exercises—
(a) any function corresponding to—
(i) a function of the Secretary of State under this Act, the Insurance Companies Act 1982 or the Companies Act 1985,
(ii) a function under this Act of a designated agency, transferee body or competent authority, or
(iii) a function of the Financial Services Authority under the Banking Act 1987, or
(b) any functions in connection with the investigation of, or the enforcement of rules (whether or not having the force of law) relating to, conduct of the kind prohibited by the Company Securities (Insider Dealing) Act 1985, or
(c) any function prescribed for the purposes of this subsection, being a function which in the opinion of the Secretary of State relates to companies or financial services.
(4) In deciding whether to exercise those powers the Secretary of State may take into account, in particular—
(a) whether corresponding assistance would be given in that country or territory to an authority exercising regulatory functions in the United Kingdom;
(b) whether the case concerns the breach of a law, or other requirement, which has no close parallel in the United Kingdom or involves the assertion of a jurisdiction not recognised by the United Kingdom;
(c) the seriousness of the case and its importance to persons in the United Kingdom;
(d) whether it is otherwise appropriate in the public interest to give the assistance sought.
(5) The Secretary of State may decline to exercise those powers unless the oveseas regulatory authority undertakes to make such contribution towards the cost of their exercise as the Secretary of State considers appropriate.
(6) The reference in subsection (3)(c) to financial services includes, in particular, investment business, insurance and banking.
129 Application of investment business provisions to regulated insurance companies.
Schedule 10 to this Act shall have effect with respect to the application of the foregoing provisions of this Act to regulated insurance companies, that is to say—
(a) insurance companies to which Part II of the Insurance Companies Act 1982 applies; and
(b) insurance companies which are authorised persons by virtue of section 31 above.
130 Restriction on promotion of contracts of insurance.
(1) Subject to subsections (2) and (3) below, no person shall—
(a) issue or cause to be issued in the United Kingdom an advertisement—
(i) inviting any person to enter or offer to enter into a contract of insurance rights under which constitute an investment for the purposes of this Act, or
(ii) containing information calculated to lead directly or indirectly to any person doing so; or
(b) in the course of a business, advise or procure any person in the United Kingdom to enter into such a contract.
(2) Subsection (1) above does not apply where the contract of insurance referred to in that subsection is to be with—
(a) a body authorised under section 3 or 4 of the Insurance Companies Act 1982 to effect and carry out such contracts of insurance;
(b) a body registered under the enactments relating to friendly societies;
(c) an insurance company the head office of which is in a member State other than the United Kingdom and which is entitled to carry on there insurance business of the relevant class;
(d) an insurance company which has a branch or agency in such a member State and is entitled under the law of that State to carry on there insurance business of the relevant class;
and in this subsection “the relevant class” means the class of insurance business specified in Schedule 1 or 2 to the Insurance Companies Act 1982 into which the effecting and carrying out of the contract in question falls.
(3) Subsection (1) above also does not apply where—
(a) the contract of insurance referred to in that subsection is to be with an insurance company authorised to effect or carry out such contracts of insurance in any country or territory which is for the time being designated for the purposes of this section by an order made by the Secretary of State; and
(b) any conditions imposed by the order designating the country or territory have been satisfied.
(4) The Secretary of State shall not make an order designating any country or territory for the purposes of this section unless he is satisfied that the law under which insurance companies are authorised and supervised in that country or territory affords adequate protection to policy holders and potential policy holders against the risk that the companies may be unable to meet their liabilities; and, if at any time it appears to him that the law of a country or territory which has been designated under this section does not satisfy that requirement, he may by a further order revoke the order designating that country or territory.
(5) An order under this section shall be subject to annulment in pursuance of a resolution of either House of Parliament.
(6) Subject to subsections (7) and (8) below, any person who contravenes this section shall be guilty of an offence and liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine or to both;
(b) on summary conviction, to imprisonment for a term not exceeding six months or to a fine not exceeding the statutory maximum or to both.
(7) A person who in the ordinary course of a business other than investment business issues an advertisement to the order of another person shall not be guilty of an offence under this section if he proves that the matters contained in the advertisement were not (wholly or in part) devised or selected by him or by any person under his direction or control and that he believed on reasonable grounds after due enquiry that the person to whose order the advertisement was issued was an authorised person.
(8) A person other than the insurance company with which the contract of insurance is to be made shall not be guilty of an offence under this section if he proves that he believed on reasonable grounds after due enquiry that subsection (2) or (3) above applied in the case of the contravention in question.
(1) Where there has been a contravention of section 130 above, then, subject to subsections (3) and (4) below—
(a) the insurance company shall not be entitled to enforce any contract of insurance with which the advertisement, advice or procurement was concerned and which was entered into after the contravention occurred; and
(b) the other party shall be entitled to recover any money or other property paid or transferred by him under the contract, together with compensation for any loss sustained by him as a result of having parted with it.
(2) The compensation recoverable under subsection (1) above shall be such as the parties may agree or as a court may, on the application of either party, determine.
(3) In a case where the contravention referred to in subsection (1) above was a contravention by the insurance company with which the contract was made, the court may allow the contract to be enforced of money or property paid or transferred under it to be retained if it is satisfied—
(a) that the person against whom enforcement is sought or who is seeking to recover the money or property was not influenced, or not influenced to any material extent, by the advertisement or, as the case may be, the advice in making his decision to enter into the contract; or
(b) that the advertisement or, as the case may be, the advice was not misleading as to the nature of the company with which the contract was to be made or the terms of the contract and fairly stated any risks involved in entering into it.
(4) In a case where the contravention of section 130 above referred to in subsection (1) above was a contravention by a person other than the insurance company with which the contract was made the court may allow the contract to be enforced or money or property paid or transferred under it to be retained if it is satisfied that at the time the contract was made the company had no reason to believe that any contravention of section 130 above had taken place in relation to the contract.
(5) Where a person elects not to perform a contract which by virtue of subsection (1) above is unenforceable against him or by virtue of that subsection recovers money paid or other property transferred by him under a contract he shall not be entitled to any benefits under the contract and shall repay any money and return any other property received by him under the contract.
(6) Where any property transferred under a contract to which this section applies has passed to a third party the references to that property in this section shall be construed as references to its value at the time of its transfer under the contract.
(7) A contravention of section 130 above by an authorised person shall be actionable at the suit of any person who suffers loss as a result of the contravention.
(8) Section 61 above shall have effect in relation to a contravention or proposed contravention of section 130 above as it has effect in relation to a contravention or proposed contravention of section 57 above.
132 Insurance contracts effected in contravention of s. 2 of Insurance Companies Act 1982.
(1) Subject to subsection (3) below, a contract of insurance (not being an agreement to which section 5(1) above applies) which is entered into by a person in the course of carrying on insurance business in contravention of section 2 of the Insurance Companies Act 1982 shall be unenforceable against the other party; and that party shall be entitled to recover any money or other property paid or transferred by him under the contract, together with compensation for any loss sustained by him as a result of having parted with it.
(2) The compensation recoverable under subsection (1) above shall be such as the parties may agree or as a court may, on the application of either party, determine.
(3) A court may allow a contract to which subsection (1) above applies to be enforced or money or property paid or transferred under it to be retained if it is satisfied—
(a) that the person carrying on insurance business reasonably believed that his entering into the contract did not constitute a contravention of section 2 of the said Act of 1982; and
(b) that it is just and equitable for the contract to be enforced or, as the case may be, for the money or property paid or transferred under it to be retained.
(4) Where a person elects not to perform a contract which by virtue of this section is unenforceable against him or by virtue of this section recovers money or property paid or transferred under a contract he shall not be entitled to any benefits under the contract and shall repay any money and return any other property received by him under the contract.
(5) Where any property transferred under a contract to which this section applies has passed to a third party the references to that property in this section shall be construed as references to its value at the time of its transfer under the contract.
(6) A contravention of section 2 of the said Act of 1982 shall not make a contract of insurance illegal or invalid to any greater extent than is provided in this section; and a contravention of that section in respect of a contract of insurance shall not affect the validity of any re-insurance contract entered into in respect of that contract.
133 Misleading statements as to insurance contracts.
(1) Any person who—
(a) makes a statement, promise or forecast which he knows to be misleading, false or deceptive or dishonestly conceals any material facts; or
(b) recklessly makes (dishonestly or otherwise) a statement, promise or forecast which is misleading, false or deceptive,
is guilty of an offence if he makes the statement, promise or forecast or conceals the facts for the purpose of inducing, or is reckless as to whether it may induce, another person (whether or not the person to whom the statement, promise or forecast is made or from whom the facts are concealed) to enter into or offer to enter into, or to refrain from entering or offering to enter into, a contract of insurance with an insurance company (not being an investment agreement) or to exercise, or refrain from exercising, any rights conferred by such a contract.
(2) Subsection (1) above does not apply unless—
(a) the statement, promise or forecast is made in or from, or the facts are concealed in or from, the United Kingdom;
(b) the person on whom the inducement is intended to or may have effect is in the United Kingdom; or
(c) the contract is or would be entered into or the rights are or would be exercisable in the United Kingdom.
(3) A person guilty of an offence under this section shall be liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding seven years or to a fine or to both;
(b) on summary conviction, to imprisonment for a term not exceeding six months or to a fine not exceeding the statutory maximum or to both.
135 Communication by auditor with Secretary of State.
(1) After section 21 of the Insurance Companies Act 1982 there shall be inserted—
Communication by auditor with Secretary of State.
21A (1) No duty to which an auditor of an insurance company to which this Part of this Act applies may be subject shall be regarded as contravened by reason of his communicating in good faith to the Secretary of State, whether or not in response to a request from him, any information or opinion on a matter of which the auditor has become aware in his capacity as auditor of that company and which is relevant to any functions of the Secretary of State under this Act.
(2) If it appears to the Secretary of State that any auditor or class of auditor to whom subsection (1) above applies is not subject to satisfactory rules made or guidance issued by a professional body specifying circumstances in which matters are to be communicated to the Secretary of State as mentioned in that subsection the Secretary of State may make regulations applying to that auditor or class of auditor and specifying such circumstances; and it shall be the duty of an auditor to whom the regulations made by the Secretary of State apply to communicate a matter to the Secretary of State in the circumstances specified by the regulations.
(3) The matters to be communicated to the Secretary of State in accordance with any such rules or guidance or regulations may include matters relating to persons other than the company.
(4) No regulations shall be made under subsection (2) above unless a draft of them has been laid before and approved by a resolution of each House of Parliament.
(5) If it appears to the Secretary of State that an auditor has failed to comply with the duty mentioned in subsection (2) above, the Secretary of State may disqualify him from being the auditor of an insurance company or any class of insurance company to which Part II of this Act applies; but the Secretary of State may remove any disqualification imposed under this subsection if satisfied that the person in question will in future comply with that duty.
(6) An insurance company to which this Part of this Act applies shall not appoint as auditor a person disqualified under subsection (5) above.
.
(2) In section 71(7) of that Act (which lists the provisions of that Act default in complying with which is not an offence) after the words “section 16" there shall be inserted the word “21A", and in section 97(4) of that Act (which provides that regulations under that Act are to be subject to annulment) after the word “Act" there shall be inserted the words “, except regulations under section 21A(3),".
136 Arrangements to avoid unfairness between separate insurance funds etc.
(1) After section 31 of the Insurance Companies Act 1982 there shall be inserted—
Arrangements to avoid unfairness between separate insurance funds etc.
31A (1) An insurance company to which this Part of this Act applies which carries on long term business in the United Kingdom shall secure that adequate arrangements are in force for securing that transactions affecting assets of the company (other than transactions outside its control) to not operate unfairly between the section 28 fund or funds and the other assets of the company or, in a case where the company has more than one identified fund, between those funds.
(2) In this section—
“the section 28 fund or funds” means the assets representing the fund or funds maintained by the company under section 28(1)(b) above; and
“identified fund”, in relation to a company, means assets representing the company’s receipts from a particular part of its long term business which can be identified as such by virtue of accounting or other records maintained by the company.
(2) In section 71(7) of that Act (which lists the provisions of that Act default in complying with which is not an offence) before the word “or" there shall be inserted the word “31A".
137 Regulations in respect of linked long term policies.
In section 78(2) of the Insurance Companies Act 1982 (regulations in respect of linked long term policies) after paragraph (a) there shall be inserted—
“(aa) restricting the proportion of those benefits which may be determined by reference to property of a specified description or a specified index;".
(1) In section 5 of the Industrial Assurance Act 1923 (prohibition on issue of illegal policies) the references to policies which are illegal or not within the legal powers of a society or company shall not be construed as applying to any policy issued—
(a) in the course of carrying on investment business in contravention of section 3 above; or
(b) in the course of carrying on insurance business in contravention of section 2 of the Insurance Companies Act 1982.
(2) In section 20(4) of the said Act of 1923 the reference to a person employed by a collecting society or industrial assurance company and in section 34 of that Act the references to a person in the regular employment of such a society or company shall include references to an appointed representative of such a society or company but as respects section 34 only if the contract in question is an investment agreement.
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5) The foregoing provisions of this secdtion shall apply to Northern Ireland with the substitution for the references to sections 5, 20(4), 32 and 34 of the said Act of 1923 . . . of references to Articles 20, 27(2), 36 and 38 of the Industrial Assurance (Northern Ireland) Order 1979 . . . and for the references to the Industrial Assurance Commissioner of references to the Industrial Assurance Commissioner for Northern Ireland.
(1) Any two or more registered friendly societies or, until the date on which section 97 of the Friendly Societies Act 1992 comes into force, any two or more friendly societies may, notwithstanding any provision to the contrary in their rules, enter into arrangements for the purpose of making funds available to meet losses incurred by any society which is a party to the arrangements or by the members of any such society by virtue of their membership of it.
(2) No such arrangements shall come into force unless they have been approved by the Friendly Societies Commission.
(1) No investment to which this section applies shall be admitted to the Official List . . . except in accordance with the provisions of this Part of this Act.
(2) Subject to subsections (3) and (4) below, this section applies to any investment falling within paragraph 1, 2, 4 or 5 of Schedule 1 to this Act.
(3) In the application of those paragraphs for the purposes of subsection (2) above—
(a) paragraphs 1, 4 and 5 shall have effect as if paragraph 1 did not contain the exclusion relating to building societies, industrial and provident societies or credit unions;
(b) paragraph 2 shall have effect as if it included any instrument falling within paragraph 3 issued otherwise than by the government of a member State or a local authority in a member State; and
(c) paragraphs 4 and 5 shall have effect as if they referred only to investments falling within paragraph 1.
(4) The Secretary of State may by order direct that this section shall apply also to investments falling within paragraph 6 of Schedule 1 to this Act or to such investments of any class or description.
(5) An order under subsection (4) above shall be subject to annulment in pursuance of a resolution of either House of Parliament.
(6) In this Part of this Act “the competent authority” means, subject to section 157 below, The Financial Services Authority; and that authority may make rules (in this Act referred to as “listing rules”) for the purposes of any of the following provisions.
(7) In this Part of this Act—
“approved exchange" means, in relation to dealings in securities, a recognised investment exchange approved by the Treasury for the purposes of the Public Offers of Securities Regulations 1995 either generally or in relation to such dealings;
“issuer”, in relation to any securities, means the person by whom they have been or are to be issued except that in relation to a certificate or other instrument falling within paragraph 5 of Schedule 1 to this Act it means the person who issued or is to issue the securities to which the certificate or instrument relates;
“the Official List”means the list maintained by the competent authority for the purposes of this Part of this Act
“securities” means investments to which this section applies;
and references to listing are references to inclusion in the Official List in pursuance of this Part of this Act.
(7A) For the purposes of this Part of this Act—
(a) a person offers securities if, as principal—
(i) he makes an offer which, if accepted, would give rise to a contract for their issue or sale (which for this purpose includes any disposal for valuable consideration) by him or by another person with whom he has made arrangements for their issue or sale; or
(ii) he invites a person to make such an offer,
but not otherwise; and, except where the context otherwise requires, “offer" and “offeror" shall be construed accordingly; and
(b) whether a person offers securities to the public in the United Kingdom shall be determined in accordance with Schedule 11A to this Act.
(8) Any functions of the competent authority under this Part of this Act may be exercised by its governing body or by any committee or sub-committee of that body or by any officer or servant of the authority except that listing rules—
(a) shall be made only by the governing body of the authority or by a committee or sub-committee of that body; and
(b) if made by a committee or sub-committee, shall cease to have effect at the end of the period of twenty-eight days beginning with the day on which they are made (but without prejudice to anything done under them) unless before the end of that period they are confirmed by the governing body of the authority.
(9) Nothing in this Part of this Act affects the powers of the competent authority in respect of investments to which this section does not apply and such investments may be admitted to the Official List otherwise than in accordance with this Part of this Act.
(1) An application for listing shall be made to the competent authority in such manner as the listing rules may require.
(2) No application for the listing of any securities shall be made except by or with the consent of the issuer of the securities.
(3) No application for listing shall be made in respect of securities to be issued by a private company or by an old public company within the meaning of section 1 of the Companies Consolidation (Consequential Provisions) Act 1985 or the corresponding Northern Ireland provision.
(1) The competent authority shall not admit any securities to the Official List except on an application duly made in accordance with section 143 above and unless satisfied that—
(a) the requirements of the listing rules made by the authority for the purposes of this section and in force when the application is made; and
(b) any other requirements imposed by the authority in relation to that application,
are complied with.
(2) Listing rules shall require as a condition of the admission to the Official List of any securities for which application for admission has been made and which are to be offered to the public in the United Kingdom for the first time before admission—
(a) the submission to, and approval by, the authority of a prospectus in such form and containing such information as may be specified in the rules; and
(b) the publication of that prospectus.
(2A) Listing rules may require as a condition of the admission to the Official List of any other securities—
(a) the submission to, and approval by, the authority of a document (in this Act referred to as “listing particulars") in such forms and containing such information as may be specified in the rules; and
(b) the publication of that document;
or, in such cases as may be specified by the rules, the publication of a document other than listing particulars or a prospectus.
(2B) Subsections (2) and (2A) have effect without prejudice to the generality of the power of the competent authority to make listing rules for the purposes of this section.
(3) The competent authority may refuse an application—
(a) if it considers that by reason of any matter relating to the issuer the admission of the securities would be detrimental to the interests of investors; or
(b) in the case of securities already officially listed in another member State, if the issuer has failed to comply with any obligations to which he is subject by virtue of that listing.
(4) The competent authority shall notify the applicant of its decision on the application within six months from the date on which the application is received or, if within that period the authority has required the applicant to furnish further information in connection with the application, from the date on which that information is furnished.
(5) If the competent authority does not notify the applicant of its decision within the time required by subsection (4) above it shall be taken to have refused the application.
(6) When any securities have been admitted to the Official List their admission shall not be called in question on the ground that any requirement or condition for their admission has not been complied with.
(1) The competent authority may, in accordance with the listing rules, discontinue the listing of any securities if satisfied that there are special circumstances which preclude normal regular dealings in the securities.
(2) The competent authority may in accordance with the listing rules suspend the listing of any securities.
(3) Securities the listing of which is suspended under subsection (2) above shall nevertheless be regarded as listed for the purposes of sections 153 and 155 below.
(4) This section applies to securities included in the Official List at the coming into force of this Part of this Act as it applies to securities included by virtue of this Part.
146 General duty of disclosure in listing particulars.
(1) In addition to the information specified by listing rules or required by the competent authority as a condition of the admission of any securities to the Official List any listing particulars submitted to the competent authority under section 144 above shall 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 those securities.
(2) The information to be included by virtue of this section shall be such information as is mentioned in subsection (1) above which is within the knowledge of any person responsible for the listing particulars or which it would be reasonable for him to obtain by making enquiries.
(3) In determining what information is required to be included in listing particulars by virtue of this section regard shall be had—
(a) to the nature of the securities and of the issuer of the securities;
(b) to the nature of the persons likely to consider their acquisition;
(c) to the fact that certain matters may reasonably be expected to be within the knowledge of professional advisers of any kind which those persons may reasonably be expected to consult; and
(d) to any information available to investors or their professional advisers by virtue of requirements imposed under section 153 below or by or under any other enactment or by virtue of requirements imposed by a recognised investment exchange for the purpose of complying with paragraph 2(2)(b) of Schedule 4 to this Act.
(1) If at any time after the preparation of listing particulars for submission to the competent authority under section 144 above and before the commencement of dealings in the securities following their admission to the Official List—
(a) there is a significant change affecting any matter contained in those particulars whose inclusion was required by section 146 above or by listing rules or by the competent authority; 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 of the securities shall, in accordance with listing rules made for the purposes of this section, submit to the competent authority for its approval and, if approved, publish supplementary listing particulars of the change or new matter.
(2) In subsection (1) above “significant” means significant for the purpose of making an informed assessment of the matters mentioned in section 146(1) above.
(3) Where the issuer of the securities is not aware of the change or new matter in question he shall not be under any duty to comply with subsection (1) above unless he is notified of it by a person responsible for the listing particulars; but it shall be the duty of any person responsible for those particulars who is aware of such a matter to give notice of it to the issuer.
(4) Subsection (1) above 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 competent authority may authorise the omission from listing particulars or supplementary listing particulars of any information the inclusion of which would otherwise be required by section 146 above—
(a) on the ground that its disclosure would be contrary to the public interest;
(b) subject to subsection (2) below, on the ground that its disclosure would be seriously detrimental to the issuer of the securities; or
(c) in the case of securities which fall within paragraph 2 of Schedule 1 to this Act as modified by section 142(3)(b) above and are of any class specified by listing rules, on the ground that its disclosure is unnecessary for persons of the kind who may be expected normally to buy or deal in the securities.
(2) No authority shall be granted under subsection (1)(b) above in respect of, and no such authority shall be regarded as extending to, information the non-disclosure of which would be likely to mislead a person considering the acquisition of the securities as to any facts the knowledge of which it is essential for him to have in order to make an informed assessment.
(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 particulars for which they are themselves responsible) would be contrary to the public interest and the competent authority shall be entitled to act on any such certificate in exercising its powers under subsection (1)(a) above.
(4) This section is without prejudice to any powers of the competent authority under rules made by virtue of section 156(2) below.