Financial Services and Markets Bill - continued        House of Lords
PART VI, OFFICIAL LISTING - continued

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Prospectuses
Prospectuses.     82. - (1) Listing rules must provide that no new securities for which an application for listing has been made may be admitted to the official list unless a prospectus has been submitted to, and approved by, the authority and published.
 
      (2) "New securities" means securities which are to be offered to the public in the United Kingdom for the first time before admission to the official list.
 
      (3) "Prospectus" means a prospectus in such form and containing such information as may be specified in listing rules.
 
      (4) Nothing in this section affects the competent authority's general power to make listing rules.
 
Publication of prospectus.     83. - (1) If listing rules made under section 82 require a prospectus to be published before particular new securities are admitted to the official list, it is unlawful for any of those securities to be offered to the public in the United Kingdom before the required prospectus is published.
 
      (2) A person who contravenes subsection (1) is guilty of an offence and liable-
 
 
    (a) on summary conviction, to imprisonment for a term not exceeding three months or a fine not exceeding level 5 on the standard scale;
 
    (b) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine, or both.
      (3) A person is not to be regarded as contravening subsection (1) merely because a prospectus does not fully comply with the requirements of listing rules as to its form or content.
 
      (4) But subsection (3) does not affect the question whether any person is liable to pay compensation under section 86.
 
      (5) Any contravention of subsection (1) is actionable, at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.
 
      (6) For the purposes of this section, sections 141 and 142 are to be disregarded.
 
Application of this Part to prospectuses.     84. - (1) The provisions of this Part apply in relation to a prospectus required by listing rules as they apply in relation to listing particulars.
 
      (2) In this Part-
 
 
    (a) any reference to listing particulars is to be read as including a reference to a prospectus; and
 
    (b) any reference to supplementary listing particulars is to be read as including a reference to a supplementary prospectus.
Approval of prospectus where no application for listing.     85. - (1) Listing rules may provide for a prospectus to be submitted to and approved by the competent authority if-
 
 
    (a) securities are to be offered to the public in the United Kingdom for the first time;
 
    (b) no application for listing of the securities has been made under this Part; and
 
    (c) the prospectus is submitted by, or with the consent of, the issuer of the securities.
      (2) "Non-listing prospectus" means a prospectus submitted to the competent authority as a result of any listing rules made under subsection (1).
 
      (3) Listing rules made under subsection (1) may make provision-
 
 
    (a) as to the information to be contained in, and the form of, a non-listing prospectus; and
 
    (b) as to the timing and manner of publication of a non-listing prospectus.
      (4) The power conferred by subsection (3)(b) is subject to such provision made by or under any other enactment as the Treasury may by order specify.
 
      (5) Schedule 8 modifies provisions of this Part as they apply in relation to non-listing prospectuses.
 
 
Compensation
Compensation for false or misleading particulars.     86. - (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 78 or 79.
      (2) Subsection (1) is subject to exemptions provided by Schedule 9.
 
      (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 79 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 9.
 
      (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 80.
      (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 9, includes supplementary listing particulars.
 
 
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