Part VIU.K. Official Listing

[F1Transparency obligationsU.K.

89ATransparency rulesU.K.

[F2(1)The FCA may make rules—

(a)imposing requirements in relation to the disclosure of periodic or ongoing information about issuers whose securities are admitted to trading on a regulated market, and

(b)dealing with matters arising out of or relating to such requirements.]

(2)The rules may include provision for dealing with any matters [F3dealt with in the transparency obligations directive or with any matters that, when the United Kingdom was a member State, would have been matters] arising out of or related to any provision of the transparency obligations directive.

(3)The [F4FCA] may also make rules—

(a)for the purpose of ensuring that voteholder information in respect of voting shares traded on a UK market other than a regulated market is made public or notified to the [F4FCA];

F5(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)Rules under this section may, in particular, make provision—

(a)specifying how the proportion of—

(i)the total voting rights in respect of shares in an issuer, or

(ii)the total voting rights in respect of a particular class of shares in an issuer,

held by a person is to be determined;

(b)specifying the circumstances in which, for the purposes of any determination of the voting rights held by a person (“P”) in respect of voting shares in an issuer, any voting rights held F6... by another person in respect of voting shares in the issuer are to be regarded as held by P;

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

(d)about the form of any notification;

(e)requiring any notification to be given within a specified period;

(f)specifying the manner in which any information is to be made public and the period within which it must be made public;

(g)specifying circumstances in which any of the requirements imposed by rules under this section does not apply.

[F7(4A)The provision that may be made by virtue of subsection (4)(g) includes (but is not limited to) provision, in the case of an issuer whose registered office is situated in a country or territory outside the United Kingdom, allowing exemption from specified provisions of rules under this section if—

(a)the law of that country or territory is considered by the FCA to lay down equivalent requirements, or

(b)the issuer complies with the requirements of the law of a country or territory that the FCA considers as equivalent.]

(5)Rules under this section are referred to in this Part as “transparency rules”.

(6)Nothing in sections 89B to 89G affects the generality of the power to make rules under this section.

89BProvision of voteholder informationU.K.

(1)Transparency rules may make provision for voteholder information in respect of voting shares to be notified, in circumstances specified in the rules—

(a)to the issuer, or

(b)to the public,

or to both.

(2)Transparency rules may make provision for voteholder information notified to the issuer to be notified at the same time to the [F4FCA].

(3)In this Part “voteholder information” in respect of voting shares means information relating to the proportion of voting rights held by a person in respect of the shares.

(4)Transparency rules may require notification of voteholder information relating to a [F8person in accordance with the following provisions].

(5)Transparency rules F9... may require notification of voteholder information relating to a person only where there is a notifiable change in the proportion of—

(a)the total voting rights in respect of shares in the issuer, or

(b)the total voting rights in respect of a particular class of share in the issuer,

held by the person.

(6)For this purpose there is a “notifiable change” in the proportion of voting rights held by a person when the proportion changes—

(a)from being a proportion less than a designated proportion to a proportion equal to or greater than that designated proportion,

(b)from being a proportion equal to a designated proportion to a proportion greater or less than that designated proportion, or

(c)from being a proportion greater than a designated proportion to a proportion equal to or less than that designated proportion.

(7)In subsection (6) “designated” means designated by the rules.

89CProvision of information by issuers of transferable securitiesU.K.

(1)Transparency rules may make provision requiring the issuer of transferable securities, in circumstances specified in the rules—

(a)to make public information to which this section applies, or

(b)to notify to the [F4FCA] information to which this section applies,

or to do both.

(2)In the case of every issuer, this section applies to—

[F10(a)an annual financial report which complies with subsection (5) and with such other requirements as may be specified;

(aa)in the case of an issuer which is—

(i)a mining or quarrying undertaking, or

(ii)a logging undertaking,

reports complying with specified requirements on payments to governments;] [F11and]

(b)information relating to the rights attached to the transferable securities, including information about the terms and conditions of those securities which could indirectly affect those rights; F12...

F13(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)In the case of an issuer of debt securities, this section also applies to [F14a half-yearly financial report which covers the first 6 months of the financial year and complies with subsection (6) and with such other requirements as may be specified].

(4)In the case of an issuer of shares, this section also applies to—

(a)[F15a half-yearly financial report which covers the first 6 months of the financial year and complies with subsection (6) and with such other requirements as may be specified];

F16(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)voteholder information—

(i)notified to the issuer, or

(ii)relating to the proportion of voting rights held by the issuer in respect of shares in the issuer;

(d)information relating to the issuer's capital; and

(e)information relating to the total number of voting rights in respect of shares or shares of a particular class.

[F17(5)An issuer's annual financial report must include—

(a)audited financial statements complying with specified requirements,

(b)a management report complying with specified requirements, and

(c)statements which—

(i)relate to the financial statements and the management report,

(ii)are made by the persons responsible within the issuer, and

(iii)comply with specified requirements.

(6)An issuer's half-yearly financial report must include—

(a)a condensed set of financial statements complying with specified requirements,

(b)an interim management report complying with specified requirements, and

(c)statements which—

(i)relate to the condensed set of financial statements and the interim management report,

(ii)are made by the persons responsible within the issuer, and

(iii)comply with specified requirements.

(7)In subsection (2)(aa), “mining or quarrying undertaking”, “logging undertaking”, “payment” and “government” have the same meanings as in the Reports on Payments to Governments Regulations 2014 .

(8)In this section “specified” means specified in, or referred to in, transparency rules.]

89DNotification of voting rights held by issuerU.K.

(1)Transparency rules may require notification of voteholder information relating to the proportion of voting rights held by an issuer in respect of voting shares in [F18the issuer in accordance with the following provisions].

(2)Transparency rules F19... may require notification of voteholder information relating to the proportion of voting rights held by an issuer in respect of voting shares in the issuer only where there is a notifiable change in the proportion of—

(a)the total voting rights in respect of shares in the issuer, or

(b)the total voting rights in respect of a particular class of share in the issuer,

held by the issuer.

(3)For this purpose there is a “notifiable change” in the proportion of voting rights held by a person when the proportion changes—

(a)from being a proportion less than a designated proportion to a proportion equal to or greater than that designated proportion,

(b)from being a proportion equal to a designated proportion to a proportion greater or less than that designated proportion, or

(c)from being a proportion greater than a designated proportion to a proportion equal to or less than that designated proportion.

(4)In subsection (3) “designated” means designated by the rules.

F2089ENotification of proposed amendment of issuer's constitutionU.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

89FTransparency rules: interpretation etcU.K.

(1)For the purposes of sections 89A to 89G—

(a)the voting rights in respect of any voting shares are the voting rights attached to those shares, [F21and]

(b)a person is to be regarded as holding the voting rights in respect of the shares—

(i)if, by virtue of those shares, he is a shareholder within the meaning of Article 2.1(e) of the transparency obligations directive;

(ii)if, and to the extent that, he is entitled to acquire, dispose of or exercise those voting rights in one or more of the cases mentioned in Article 10(a) to (h) of the transparency obligations directive;

[F22(iii)if he holds, directly or indirectly, a financial instrument which satisfies the conditions set out in Article 13(1)(a) or (b) of the transparency obligations directive]F23...

F24(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F25(1A)The FCA must establish, publish and periodically update an indicative list of financial instruments that are subject to notification requirements by virtue of subsection (1)(b)(iii), taking into account developments on financial markets.

(1B)Publication of the indicative list is to be in such manner as the FCA considers appropriate.]

F26(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)For the purposes of sections 89A to 89G two or more persons may, at the same time, each be regarded as holding the same voting rights.

(4)In those sections—

• F27...

• F27...

• “UK market” means a market that is situated or operating in the United Kingdom;

• “voting shares” means shares of an issuer to which voting rights are attached.

89GTransparency rules: other supplementary provisionsU.K.

(1)Transparency rules may impose the same obligations on a person who has applied for the admission of transferable securities to trading on a regulated market without the issuer's consent as they impose on an issuer of transferable securities.

(2)Transparency rules that require a person to make information public may include provision authorising the [F4FCA] to make the information public in the event that the person fails to do so.

(3)The [F4FCA] may make public any information notified to [F4the FCA] in accordance with transparency rules.

(4)Transparency rules may make provision by reference to any provision of any rules made by the Panel on Takeovers and Mergers under Part 28 of the Companies Act 2006.

(5)Sections 89A to 89F and this section are without prejudice to any other power conferred by this Part to make Part 6 rules.]