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

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Discontinuance and suspension of listing.     75. - (1) The competent authority may, in accordance with listing rules, discontinue the listing of any securities if satisfied that there are special circumstances which preclude normal regular dealings in them.
 
      (2) The competent authority may, in accordance with listing rules, suspend the listing of any securities.
 
      (3) If securities are suspended under subsection (2) they are to be treated, for the purposes of sections 93 and 96, as still being listed.
 
      (4) This section applies to securities whenever they were admitted to the official list.
 
      (5) If the competent authority discontinues or suspends the listing of any securities, the issuer may refer the matter to the Tribunal.
 
Discontinuance or suspension: procedure.     76. - (1) A discontinuance or suspension takes effect-
 
 
    (a) immediately, if the notice under subsection (2) states that that is the case;
 
    (b) in any other case, on such date as may be specified in that notice.
      (2) If the competent authority-
 
 
    (a) proposes to discontinue or suspend the listing of securities, or
 
    (b) discontinues or suspends the listing of securities with immediate effect,
       it must give the issuer of the securities written notice.
 
      (3) The notice must-
 
 
    (a) give details of the discontinuance or suspension
 
    (b) state the competent authority's reasons for the discontinuance or suspension and for choosing the date on which it took effect or takes effect;
 
    (c) inform the issuer of the securities that he may make representations to the competent authority within such period as may be specified in the notice (whether or not he has referred the matter to the Tribunal);
 
    (d) inform him of the date on which the discontinuance or suspension took effect or will take effect; and
 
    (e) inform him of his right to refer the matter to the Tribunal.
      (4) The competent authority may extend the period within which representations may be made to it.
 
      (5) If, having considered any representations made by the issuer of the securities, the competent authority decides-
 
 
    (a) to discontinue or suspend the listing of the securities, or
 
    (b) if the discontinuance or suspension has taken effect, not to cancel it,
       the competent authority must give the issuer of the securities written notice.
 
      (6) A notice given under subsection (5) must inform the issuer of the securities of his right to refer the matter to the Tribunal.
 
      (7) If a notice informs a person of his right to refer a matter to the Tribunal, it must give an indication of the procedure on such a reference.
 
      (8) If the competent authority decides-
 
 
    (a) not to discontinue or suspend the listing of the securities, or
 
    (b) if the discontinuance or suspension has taken effect, to cancel it,
       the competent authority must give the issuer of the securities written notice.
 
      (9) The effect of cancelling a discontinuance is that the securities concerned are to be readmitted, without more, to the official list.
 
      (10) If the competent authority has suspended the listing of securities and proposes to refuse an application by the issuer of the securities for the cancellation of the suspension, it must give him a warning notice.
 
      (11) The competent authority must, having considered any representations made in response to the warning notice-
 
 
    (a) if it decides to refuse the application, give the issuer of the securities a decision notice;
 
    (b) if it grants the application, give him written notice of its decision.
      (12) If the competent authority decides to refuse an application for the cancellation of the suspension of listed securities, the applicant may refer the matter to the Tribunal.
 
      (13) "Discontinuance" means a discontinuance of listing under section 75(1).
 
      (14) "Suspension" means a suspension of listing under section 75(2).
 
 
Listing particulars
Listing particulars and other documents.     77. - (1) Listing rules may provide that securities (other than new securities) of a kind specified in the rules may not be admitted to the official list unless-
 
 
    (a) listing particulars have been submitted to, and approved by, the competent authority and published; or
 
    (b) in such cases as may be specified by listing rules, such document (other than listing particulars or a prospectus of a kind required by listing rules) as may be so specified has been published.
      (2) "Listing particulars" means a document in such form and containing such information as may be specified in listing rules.
 
      (3) For the purposes of this Part, the persons responsible for listing particulars are to be determined in accordance with regulations made by the Treasury.
 
      (4) Nothing in this section affects the competent authority's general power to make listing rules.
 
General duty of disclosure in listing particulars.     78. - (1) Listing particulars submitted to the competent authority under section 77 must contain all such information as investors and their professional advisers would reasonably require, and reasonably expect to find there, for the purpose of making an informed assessment of-
 
 
    (a) the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities; and
 
    (b) the rights attaching to the securities.
      (2) That information is required in addition to any information required by-
 
 
    (a) listing rules, or
 
    (b) the competent authority,
       as a condition of the admission of the securities to the official list.
 
      (3) Subsection (1) applies only to information-
 
 
    (a) within the knowledge of any person responsible for the listing particulars; or
 
    (b) which it would be reasonable for him to obtain by making enquiries.
      (4) In determining what information subsection (1) requires to be included in listing particulars, regard must be had (in particular) to-
 
 
    (a) the nature of the securities and their issuer;
 
    (b) the nature of the persons likely to consider acquiring them;
 
    (c) the fact that certain matters may reasonably be expected to be within the knowledge of professional advisers of a kind which persons likely to acquire the securities may reasonably be expected to consult; and
 
    (d) any information available to investors or their professional advisers as a result of requirements imposed on the issuer of the securities by a recognised investment exchange, by listing rules or by or under any other enactment.
Supplementary listing particulars.     79. - (1) If at any time after the preparation of listing particulars which have been submitted to the competent authority under section 77 and before the commencement of dealings in the securities concerned following their admission to the official list-
 
 
    (a) there is a significant change affecting any matter contained in those particulars the inclusion of which was required by-
 
      (i) section 78,
 
      (ii) listing rules, or
 
      (iii) 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 must, in accordance with listing rules, submit supplementary listing particulars of the change or new matter to the competent authority, for its approval and, if they are approved, publish them.
 
      (2) "Significant" means significant for the purpose of making an informed assessment of the kind mentioned in section 78(1).
 
      (3) If the issuer of the securities is not aware of the change or new matter in question, he is not under a duty to comply with subsection (1) unless he is notified of the change or new matter by a person responsible for the listing particulars.
 
      (4) But it is the duty of any person responsible for those particulars who is aware of such a change or new matter to give notice of it to the issuer.
 
      (5) Subsection (1) applies also as respects matters contained in any supplementary listing particulars previously published under this section in respect of the securities in question.
 
Exemptions from disclosure.     80. - (1) The competent authority may authorise the omission from listing particulars of any information, the inclusion of which would otherwise be required by section 78 or 79, on the ground-
 
 
    (a) that its disclosure would be contrary to the public interest;
 
    (b) that its disclosure would be seriously detrimental to the issuer; or
 
    (c) in the case of securities of a kind specified in listing rules, that its disclosure is unnecessary for persons of the kind who may be expected normally to buy or deal in securities of that kind.
      (2) But-
 
 
    (a) no authority may be granted under subsection (1)(b) in respect of essential information; and
 
    (b) no authority granted under subsection (1)(b) extends to any such information.
      (3) The Secretary of State or the Treasury may issue a certificate to the effect that the disclosure of any information (including information that would otherwise have to be included in listing particulars for which they are themselves responsible) would be contrary to the public interest.
 
      (4) The competent authority is entitled to act on any such certificate in exercising its powers under subsection (1)(a).
 
      (5) This section does not affect any powers of the competent authority under listing rules made as a result of section 98(2).
 
      (6) "Essential information" means information which a person considering acquiring securities of the kind in question would be likely to need in order not to be misled about any facts which it is essential for him to know in order to make an informed assessment.
 
      (7) "Listing particulars" includes supplementary listing particulars.
 
 
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