Citation, commencement and interpretationU.K.

1.—(1) These Regulations may be cited as the Payments to Governments and Miscellaneous Provisions Regulations 2014.

(2) These Regulations come into force as follows—

(a)regulations 2, 3(1), 4, 5(1) and (3) and 6 come into force on 17th December 2014;

(b)regulation 5(2) comes into force—

(i)for the purposes of sections 73A(5) and 84(4) of the Act, on 12th March 2015; and

(ii)for all remaining purposes, on 1st January 2016;

(c)regulation 3(2) comes into force on 1st January 2016.

(3) In these Regulations, “the Act” means the Financial Services and Markets Act 2000(3).

Prospectus requirements: exempt offers, approval and FCA powersU.K.

2.—(1) In section 86(4) of the Act (exempt offers to the public), in subsections (1A)(c) and (1B)(a), after “the FCA” insert “or the competent authority of another EEA State”.

(2) In section 87A(5) of the Act (criteria for approval of prospectus by FCA), omit subsection (7A).

(3) In section 87K(6) of the Act (power to suspend or prohibit offer to the public), in subsection (1) omit “in the United Kingdom”.

(4) In section 87L(7) of the Act (power to suspend or prohibit admission to trading on a regulated market), in subsection (1) omit “situated or operating in the United Kingdom”.

Final termsU.K.

3.—(1) After section 87F of the Act insert—

“Final termsU.K.

Final terms

87FA.  Final terms issued in relation to a prospectus must only contain information that relates to the securities note and must not be used to supplement the prospectus.”

(2) After section 87FA of the Act insert—

“Communication of final terms by FCA

87FB.—(1) Where the FCA in its capacity as the competent authority of the home State receives final terms issued in relation to a prospectus it must communicate those final terms as follows—

(a)where an offer of transferable securities to the public is to be made in another EEA State, to the competent authority of that EEA State, where possible before that offer begins or as soon as practicable following the making of that offer;

(b)where transferable securities are to be admitted to trading on a regulated market in another EEA State, to the competent authority of that EEA State, where possible before that admission occurs or as soon as practicable following the admission of those transferable securities to trading on a regulated market.

(2) The FCA must communicate all final terms in relation to a prospectus it receives in its capacity as the competent authority of the home State to ESMA.”.

Provision of information by issuers of transferable securitiesU.K.

4.  In section 89C(8) of the Act (provision of information by issuers of transferable securities)—

(a)after subsection (2)(a), insert—

“(aa)information required by Article 6 of that directive; ”; and

(b)in subsection (4), omit paragraph (b).

Interpretation of Part 6: official listingU.K.

5.—(1) Section 103(9) of the Act (interpretation of Part 6: official listing) is amended as follows.

(2) In subsection (1), at the end of the definition of “the prospectus directive” insert, “and by Directive 2014/51/EU of the European Parliament and of the Council of 16 April 2014(10).”

(3) After subsection (1) insert—

“(1A) The definition of “the transparency obligations directive” in subsection (1) applies for the purposes of sections 89A(1) and (2) and 89C(2)(aa) as if, at the end of the definition, there were inserted “and by Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013(11)”.

Revocation of the Financial Services and Markets Act 2000 (Transparency) Regulations 2014U.K.

6.  The Financial Services and Markets Act 2000 (Transparency) Regulations 2014(12) are revoked.

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations implement in part Directive 2013/50/EU of the European Parliament and of the Council (OJ L 294/13, 6.11.2013 p.15) amending Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and Commission Directive 2007/14/EC laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC (“the Transparency Directive Amending Directive”).

Regulation 2 amends sections 86, 87A, 87K(1) and 87L(1) of the Financial Services and Markets Act 2000 (c.8) (“the Act”) to make supplementary minor amendments to the UK’s transposition of Directive 2003/71/EC (OJ No L 345, 31.12.2003 p.4) on the prospectus to be published when securities are offered to the public or admitted to trading (“the Prospectus Directive”) and Directive 2010/73/EU (OJ No L 327, 11.12.2010, p.1) of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading (“the Amending Directive”).

Regulation 3(1) amends the Act to make supplementary minor amendments to the UK’s transposition of the Amending Directive.

Regulations 3(2) and 5(2) amend the Act to transpose Article 1(1) of Directive 2014/51/EU (OJ L153/1, 22.05.2014, p.1) amending Directives 2003/71/EC and 2009/138/EC and Regulations (EC) No 1060/2009, (EU) No 1094/2010 and (EU) No 1095/2010 in respect of the powers of the European Supervisory Authority (European Insurance and Occupational Pensions Authority) and the European Supervisory Authority (European Securities and Markets Authority) (“the Omnibus II Directive”) which amends Directive 2003/71/EC. The deadline for transposition of the Omnibus II Directive is 31st March 2015 but, in accordance with Article 7(2) of that Directive, regulations 3(2) and 5(2) will apply from 1st January 2016.

Regulation 4 transposes the payments to governments reporting requirements in Article 1(5) of the Transparency Directive Amending Directive which substitutes Article 6 of the Transparency Directive 2004/109/EC (as amended).

Regulation 5 makes consequential amendments necessary for interpretative purposes as a result of the Omnibus II Directive and the Transparency Directive Amending Directive in order to provide rule making powers to the Financial Conduct Authority.

Regulation 6 revokes the Financial Services and Markets Act 2000 (Transparency) Regulations 2014 (“S.I. 2014/1261”) which modify the definition of the Transparency Obligations Directive in section 103(1) of the Act. These Regulations make provisions which supersede the provisions set out in those Regulations.

A full impact assessment of the effect that these Regulations will have on the costs of business and the voluntary sector is available from Her Majesty’s Treasury, 1 Horse Guards Road, London SW1A 2HQ or on www.gov.uk and is published alongside the Regulations on www.legislation.gov.uk.