The Transparency Regulations 2015

JurisdictionEngland & Wales
CitationSI 2015/1755

2015No. 1755

FINANCIAL SERVICES AND MARKETS

The Transparency Regulations 2015

8thOctober2015

9thOctober2015

The Treasury are a government department designated( 1) for the purposes of section 2(2) of the European Communities Act 1972( 2) in relation to financial services.

The Treasury, in exercise of the powers conferred by section 2(2) of that Act, make the following Regulations:

Citation, commencement and interpretation

1.-(1) These Regulations may be cited as the Transparency Regulations 2015.

(2) Regulations 1, 3 and 7 come into force on 1st November 2015, regulations 2 and 5 come into force on that date for the purpose of making rules under Part 6 of the Act( 3) and regulation 6 comes into force on that date for the purpose of making rules under Part 9A of the Act( 4).

(3) Regulation 4 comes into force on 26th November 2015, and regulations 2 and 5 come into force on that date for remaining purposes.

(4) Regulation 6 comes into force on 31st May 2016 for remaining purposes.

(5) In these Regulations, "the Act" means the Financial Services and Markets Act 2000.

Amendments to Part 6 of the Act: transparency rules

2.-(1) In section 89A of the Act( 5) (transparency rules)-

(a) in subsection (3) omit paragraph (b);

(b) in subsection (4)(b) omit ", or treated by virtue of subsection (3)(b) as held,".

(2) In section 89C of the Act( 6) (provision of information by issuers of transferable securities), in subsection (2)-

(a) at the end of paragraph (aa) insert "and";

(b) omit "and" at the end of paragraph (b);

(c) omit paragraph (c).

(3) Omit section 89E of the Act( 7) (notification of proposed amendment of issuer's constitution).

(4) In section 89F of the Act( 8) (transparency rules: interpretation etc.)-

(a) in subsection (1)-

(i) at the end of paragraph (a) insert "and";

(ii) in paragraph (b) for sub-paragraph (iii) substitute-

"(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( 9).";

(iii) omit "and" at the end of paragraph (b);

(iv) omit paragraph (c);

(b) omit subsection (2);

(c) in subsection (4) omit the definitions of "Article 13 instrument" and "financial instrument".

(5) In section 89J of the Act( 10) (power to call for information: supplementary provisions) in subsection (3), in the definition of "voteholder", omit paragraph (b) (and the "or" before it).

Storage of regulated information

3. After section 89V of the Act( 11) (action under section 89U: procedure) (but before the italic heading following that section) insert-

"Storage of regulated information

89W.

-(1) The FCA must ensure that there is at least one mechanism for the central storage of regulated information meeting the requirements of Article 21(2) of the transparency obligations directive and any directly applicable EU regulation made under Article 21(4) of that directive.

(2) In this section, "regulated information" has the meaning given by Article 2(1)(k) of the transparency obligations directive.".

Amendments to the Act: sanctions

4.-(1) After section 89N of the Act( 12) (right to refer matters to the Tribunal) (but before the italic heading following that section) insert-

"Voting rights suspension orders

89NA.

-(1) The court may, on the application of the FCA and in accordance with this section, make a voting rights suspension order in respect of a person who is a voteholder in relation to shares in a particular company which are admitted to trading on a regulated market and identified in the application.

(2) A voting rights suspension order is an order which suspends the person's exercise of voting rights attaching to the shares to which the order relates.

(3) The court may make a voting rights suspension order in respect of a person only if it is satisfied-

(a) that the person has contravened one or more relevant transparency provisions in respect of any of the shares identified in the application or any other shares in the same company which are admitted to trading on a regulated market, and

(b) that the contravention is serious enough to make it appropriate to make the order.

(4) For the purposes of subsection (3)(b), the court may, in particular, have regard to-

(a) whether the contravention was deliberate or repeated;

(b) the time taken for the contravention to be remedied;

(c) whether the voteholder ignored warnings or requests for compliance from the FCA;

(d) the size of the holding of shares to which the contravention relates;

(e) any impact of the contravention on the integrity of the UK financial system;

(f) the effect of the contravention on any company merger or takeover.

(5) A voting rights suspension order may be made in relation to some or all of the shares to which the application relates.

(6) A voting rights suspension order may be made for a specified period or an indefinite period.

(7) A voting rights suspension order takes effect-

(a) on the date specified in the order, or

(b) if no date is specified, at the time it is made.

(8) Where a voting rights suspension order has been made, the FCA, the person to whom it applies or the company which issued the shares to which it relates, may apply to the court for-

(a) a variation of the order so as to alter the period for which it has effect or the shares in relation to which it has effect, or

(b) the discharge of the order.

(9) The FCA must consult the PRA before making an application to the court under this section in relation to-

(a) a person who is a PRA-authorised person, or

(b) shares issued by a PRA-authorised person.

(10) The jurisdiction conferred by this section is exercisable-

(a) in England and Wales and Northern Ireland, by the High Court, and

(b) in Scotland, by the Court of Session.

(11) In this section-

"relevant transparency provision" means-

(a) a provision of the transparency rules which implements Article 9, 10, 12, 13 or 13a of the transparency obligations directive, or

(b) a provision otherwise made in accordance with that directive which implements any of those Articles;

"voteholder" has the meaning given by section 89J(3).".

(2) In section 91 of the Act( 13) (penalties for breach of Part 6 rules)-

(a) in subsection (2) for "(1B)" substitute "(1B)(a)(ii) or (b)";

(b) after subsection (2) insert-

"(2A) If-

(a) a person has contravened a provision mentioned in subsection (1B)(a)(i), and

(b) the FCA considers that another person ("A"), who was at the material time a relevant officer of the person, was knowingly concerned in the contravention,

the FCA may impose upon A a penalty of such amount as it considers appropriate.

(2B) In subsection (2A) "relevant officer" of a person means-

(a) a director or other similar officer of the person, or

(b) if the affairs of the person are managed by its members, a member of the person.".

(3) In section 97 of the Act( 14) (appointment by FCA of persons to carry out investigations)-

(a) in subsection (1)-

(i) in paragraph (b), for "(1A) or (1B)" substitute "or (1A), or section 91(1B)( 15)...

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