UNITED KINGDOM STATUTORY INSTRUMENT
2005 No. 381
FINANCIAL SERVICES AND MARKETS
The Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005
Made 23th February 2005
Laid before Parliament 24th February 2005
Coming into force in accordance with regulation 1
The Treasury are a government department designatedfor the purposes of section 2(2) of the European Communities Act 1972in relation to insider dealing and market manipulation;
In exercise of the powers conferred upon them by section 2(2) of that Act, the Treasury hereby make the following Regulations:
S-1
Citation and commencementCitation and commencement
1.—(1) These Regulations may be cited as the Financial Services and Markets Act 2000 (Market Abuse) Regulations 2005.
(2) Except as provided for in paragraph (3), these Regulations shall come into force on 1st July 2005.
(3) The following provisions shall come into force on 17th March 2005—
(a)
(a) regulations 2, 3 and 8,
(b)
(b) paragraphs 2, 3, 6 and 11 of Schedule 1.
S-3
Amendment of Schedule 1 to the Criminal Justice Act 1993
Amendment of Schedule 1 to the Criminal Justice Act 1993
3. In Schedule 1 to the Criminal Justice Act 1993, at the end of paragraph 5(1) insert—
“or with the relevant provisions of Commission Regulation (EC) No 2273/2003of 22 December 2003 implementing Directive 2003/6/ECof the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments”.
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Amendment of Part 6 of the 2000 ActAmendment of Part 6 of the 2000 Act
4. Schedule 1 (which contains amendments to Part 6 of the 2000 Act (official listing)) has effect.
S-5
Amendment of Part 8 of the 2000 ActAmendment of Part 8 of the 2000 Act
5. Schedule 2 (which contains amendments to Part 8 of the 2000 Act (market abuse)) has effect.
Amendment of section 150 of the 2000 Act
6. In subsection (4)(a) of section 150 (actions for damages) of the 2000 Act, for “listing rules” substitute “Part 6 rules”.
Amendment of section 395 of the 2000 Act
7. In section 395(13) of the 2000 Act after paragraph (b) insert—
“(ba)
“(ba) 96C;”.
Amendment of section 397 of the 2000 Act
8.—(1) Section 397 (misleading statements and practices) of the 2000 Act is amended as follows.
(2) In subsection (4), for “price stabilising rules or control of information rules” substitute
“—
(a)
(a) price stabilising rules;
(b)
(b) control of information rules; or
(c)
(c) the relevant provisions of Commission Regulation (EC) No 2273/2003of 22 December 2003 implementing Directive 2003/6/ECof the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments.”.
(3) In subsection (5), the word “or” after paragraph (b) is repealed and after paragraph (c) insert—
“; or
(a)
(a) that he acted or engaged in the conduct in conformity with the relevant provisions of Commission Regulation (EC) No 2273/2003of 22 December 2003 implementing Directive 2003/6/ECof the European Parliament and of the Council as regards exemptions for buy-back programmes and stabilisation of financial instruments.”.
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Revocation of the Traded Securities (Disclosure) Regulations 1994Revocation of the Traded Securities (Disclosure) Regulations 1994
9. The Traded Securities (Disclosure) Regulations 1994are revoked.
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Amendment of the 2001 OrderAmendment of the 2001 Order
10.—(1) In the 2001 Order, the following definition is inserted before the definition of a “UK recognised investment exchange” in article 3 —
““regulated market” has the meaning given in Article 1(13) of the investment services directive;”.
(2) In the 2001 Order, for articles 4, 4A and 5 substitute—
“Prescribed Markets
4.—(1) There are prescribed, as markets to which subsections (2), (3), (5), (6) and (7) of section 118 apply—
(a)
(a) all markets which are established under the rules of a UK recognised investment exchange,
(b)
(b) the market known as OFEX,
(c)
(c) all other markets which are regulated markets.
(2) There are prescribed, as markets to which subsections (4) and (8) of section 118 apply—
(a)
(a) all markets which are established under the rules of a UK recognised investment exchange;
(b)
(b) the market known as OFEX.
Qualifying Investments
5. There are prescribed, as qualifying investments in relation to the markets prescribed by article 4, all financial instruments within the meaning given in Article 1(3) of Directive 2003/6/ECof the European Parliament and the Council of 28 January 2003 on insider dealing and market manipulation (market abuse).”.
S-11
Amendment of the Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges and Clearing Houses) Regulations 2001
Amendment of the Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges and Clearing Houses) Regulations 2001
11. In the Schedule to the Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges and Clearing Houses) Regulations 2001, paragraph 5 is repealed.
Nick Ainger
Jim Murphy
Two of the Lords Commissioners
of Her Majesty’s Treasury
23rd February 2005
SCHEDULE 1
Regulation 4
AMENDMENTS TO PART 6 OF THE 2000 ACT
1.—(1) Subsection (1) of section 73 (general duty of the competent authority) is amended as follows.
(2) For paragraph (c), substitute—
“(c)
“(c) the desirability of facilitating innovation in respect of listed securities and in respect of financial instruments which have otherwise been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made;”.
(3) For paragraph (f), substitute—
“(f)
“(f) the desirability of facilitating competition in relation to listed securities and in relation to financial instruments which have otherwise been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made.”.
2. After section 73 insert—
“Part 6 Rules
73A.—(1) The competent authority may make rules (“Part 6 rules”) for the purposes of this Part.
(2) Provisions of Part 6 rules expressed to relate to the official list are referred to in this Part as “listing rules”.
(3) Provisions of Part 6 rules expressed to relate to disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made, are referred to in this Part as “disclosure rules”.”.
3. In section 74 (the official list), subsection (4) is repealed.
4. For subsections (1) and (2) of section 91 (penalties for breach of listing rules), substitute—
“1 If the competent authority considers that–
(a) in relation to a listed security, an issuer or applicant for listing; or
(b) in relation to a financial instrument–
(i) an issuer who has requested or approved the admission of the instrument to trading on a regulated market,
(ii) a person discharging managerial responsibilities within such an issuer, or
(iii) a person connected to such a person discharging managerial responsibilities, has contravened any provision of the Part 6 rules, it may impose on him a penalty of such amount as it considers appropriate.
2 If, in the case of a contravention by an applicant or an issuer referred to in subsection (1)(a) or (1)(b)(i), the competent authority considers that a person who was at the material time a director of that applicant or issuer was knowingly concerned in the contravention, it may impose upon him a penalty of such amount as it considers appropriate.”.
5. In subsection (9) of section 95 (competition scrutiny), in paragraph (a) for “listing rules” substitute “Part 6 rules”.
6. After section 96 (obligations of issuers of listed securities), insert—
“Disclosure of information requirements
96A.—(1) Disclosure rules must include provision specifying the disclosure of information requirements to be complied with by—
(a)
(a) issuers who have requested or approved admission of their financial instruments to trading on a regulated market in the United Kingdom;
(b)
(b) persons acting on behalf of or for the account of such issuers;
(c)
(c) persons discharging managerial responsibilities within an issuer—
(i) who is registered in the United Kingdom and who has requested or approved admission of its shares to trading on a regulated market; or
(ii) who is not registered in the United Kingdom or any other EEA State but who has requested or approved admission of its shares to trading on a regulated market and who is required to file annual information in relation to the shares in the United Kingdom in accordance with Article 10 of the prospectus directive;
(d)
(d) persons connected to such persons discharging managerial responsibilities.
(2) The rules must in particular—
(a)
(a) require an issuer to publish specified inside information;
(b)
(b) require an issuer to publish any significant change concerning information it has already published in accordance with paragraph (a);
(c)
(c) allow an issuer to delay the publication of inside information in specified circumstances;
(d)
(d) require an issuer (or a person acting on his behalf or for his account) who discloses inside information to a third party to publish that information without delay in specified circumstances;
(e)
(e) require an issuer (or person acting on his behalf or for his account) to draw up a list of those persons working for him who have access to inside information relating directly or indirectly to that issuer; and
(f)
(f) require...
