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

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Registration of listing particulars.     81. - (1) On or before the date on which listing particulars are published as required by listing rules, a copy of the particulars must be delivered for registration to the registrar of companies.
 
      (2) A statement that a copy has been delivered to the registrar must be included in the listing particulars when they are published.
 
      (3) If there has been a failure to comply with subsection (1) in relation to listing particulars which have been published-
 
 
    (a) the issuer of the securities in question, and
 
    (b) any person who is a party to the publication and aware of the failure,
       is guilty of an offence.
 
      (4) A person guilty of an offence under subsection (3) is liable-
 
 
    (a) on summary conviction, to a fine not exceeding the statutory maximum;
 
    (b) on conviction on indictment, to a fine.
      (5) "Listing particulars" includes supplementary listing particulars.
 
      (6) "The registrar of companies" means-
 
 
    (a) if the securities are, or are to be, issued by a company incorporated in Great Britain whose registered office is in England and Wales, the registrar of companies in England and Wales;
 
    (b) if the securities are, or are to be, issued by a company incorporated in Great Britain whose registered office is in Scotland, the registrar of companies in Scotland;
 
    (c) if the securities are, or are to be, issued by a company incorporated in Northern Ireland, the registrar of companies for Northern Ireland; and
 
    (d) in any other case, any of those registrars.
 
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 competent 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 87.
 
      (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.
 
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 9 modifies provisions of this Part as they apply in relation to non-listing prospectuses.
 
 
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