FINANCIAL SERVICES AND MARKETS PART 1 GENERAL Citation and commencement 1 These Regulations may be cited as the Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001 and come into force on the day on which section 74(1) comes into force. Interpretation 2 1 In these Regulations— “the Act" means the Financial Services and Markets Act 2000; ... “the Financial Promotion Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 ; “issuer" has the same meaning as is given, for the purposes of section 103(1), in regulation 4 below; “non-listing prospectus" has the meaning given in section 87(2); and “the Regulated Activities Order" means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 . 2 Any reference in these Regulations to a section or Schedule is, unless otherwise stated or unless the context otherwise requires, a reference to that section of or Schedule to the Act. PART 2 MISCELLANEOUS MATTERS PRESCRIBED FOR THE PURPOSES OF PART VI OF THE ACT Bodies whose securities may not be listed 3 For the purposes of section 75(3) (which provides that no application for listing may be entertained in respect of securities issued by a body of a prescribed kind) there are prescribed the following kinds of body— a where the securities are securities within the meaning of the Regulated Activities Order, a private company within the meaning of section 4(1) of the Companies Act 2006 ; b an old public company within the meaning of section 1 of the Companies Consolidation (Consequential Provisions) Act 1985 or article 3 of the Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 . Meaning of “issuer" 4 1 For the purposes of section 103(1), “issuer" has the meaning given in this regulation. 2 In relation to certificates or other instruments falling within article 80 of the Regulated Activities Order (certificates representing certain securities), “issuer" means— a . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b for all other purposes, the person who issued or is to issue the securities to which the certificates or instruments relate. 3 In relation to any other securities, “issuer" means the person by whom the securities have been or are to be issued. Meaning of “approved exchange" 5 For the purposes of paragraph 9 of Schedule 10 , “approved exchange" means a recognised investment exchange approved by the Treasury for the purposes of the Public Offers of Securities Regulations 1995 (either generally or in relation to dealings in securities). PART 3 PERSONS RESPONSIBLE FOR LISTING PARTICULARS, PROSPECTUSES AND NON-LISTING PROSPECTUSES Responsibility for listing particulars 6 1 Subject to the following provisions of this Part, for the purposes of Part VI of the Act the persons responsible for listing particulars (including supplementary listing particulars) are— a the issuer of the securities to which the particulars relate; b where the issuer is a body corporate, each person who is a director of that body at the time when the particulars are submitted to the FCA ; c where the issuer is a body corporate, each person who has authorised himself to be named, and is named, in the particulars as a director or as having agreed to become a director of that body either immediately or at a future time; d each person who accepts, and is stated in the particulars as accepting, responsibility for the particulars; e each person not falling within any of the foregoing sub-paragraphs who has authorised the contents of the particulars. 2 A person is not to be treated as responsible for any particulars by virtue of paragraph (1)(b) above if they are published without his knowledge or consent and on becoming aware of their publication he forthwith gives reasonable public notice that they were published without his knowledge or consent. 3 When accepting responsibility for particulars under paragraph (1)(d) above or authorising their contents under paragraph (1)(e) above, a person may state that he does so only in relation to certain specified parts of the particulars, or only in certain specified respects, and in such a case he is responsible under paragraph (1)(d) or (e) above— a only to the extent specified; and b only if the material in question is included in (or substantially in) the form and context to which he has agreed. 4 Nothing in this regulation is to be construed as making a person responsible for any particulars by reason of giving advice as to their contents in a professional capacity. 5 Where by virtue of this regulation the issuer of any shares pays or is liable to pay compensation under section 90 for loss suffered in respect of shares for which a person has subscribed no account is to be taken of that liability or payment in determining any question as to the amount paid on subscription for those shares or as to the amount paid up or deemed to be paid up on them. Securities issued in connection with takeovers and mergers 7 1 This regulation applies where— a listing particulars relate to securities which are to be issued in connection with— i an offer by the issuer (or by a wholly-owned subsidiary of the issuer) for securities issued by another person (“A"); ii an agreement for the acquisition by the issuer (or by a wholly-owned subsidiary of the issuer) of securities issued by another person (“A"); or iii any arrangement whereby the whole of the undertaking of another person (“A") is to become the undertaking of the issuer (or of a wholly-owned subsidiary of the issuer, or of a body corporate which will become such a subsidiary by virtue of the arrangement); and b each of the specified persons is responsible by virtue of regulation 6(1)(d) above for any part (“the relevant part") of the particulars relating to A or to the securities or undertaking to which the offer, agreement or arrangement relates. 2 In paragraph (1)(b) above the “specified persons" are— a A; and b where A is a body corporate— i each person who is a director of A at the time when the particulars are submitted to the FCA ; and ii each other person who has authorised himself to be named, and is named, in the particulars as a director of A. 3 Where this regulation applies, no person is to be treated as responsible for the relevant part of the particulars under regulation 6(1)(a), (b) or (c) above but without prejudice to his being responsible under regulation 6(1)(d). 4 In this regulation— a “listing particulars" includes supplementary listing particulars; and b “wholly-owned subsidiary" is to be construed in accordance with section 1159 of the Companies Act 2006 (and, in relation to an issuer which is not a body corporate, means a body corporate which would be a wholly-owned subsidiary of the issuer within the meaning of that section if the issuer were a body corporate). Successor companies under legislation relating to electricity 8 1 Where— a the same document contains listing particulars relating to the securities of— i two or more successor companies within the meaning of Part II of the Electricity Act 1989 , or ii two or more successor companies within the meaning of Part III of the Electricity (Northern Ireland) Order 1992 ; and b the responsibility of any person for any information included in the document (“the relevant information") is stated in the document to be confined to its inclusion as part of the particulars relating to the securities of any one of those companies, that person is not to be treated as responsible, by virtue of regulation 6 above, for the relevant information in so far as it is stated in the document to form part of the particulars relating to the securities of any other of those companies. 2 “Listing particulars" includes supplementary listing particulars. Specialist securities 9 1 This regulation applies where listing particulars relate to securities of a kind specified by listing rules for the purposes of section 82(1)(c), other than securities which are to be issued in the circumstances mentioned in regulation 7(1)(a) above. 2 No person is to be treated as responsible for the particulars under regulation 6(1)(a), (b) or (c) above but without prejudice to his being responsible under regulation 6(1)(d). 3 “Listing particulars" includes supplementary listing particulars. Responsibility for prospectuses and non-listing prospectuses 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART 4 MATTERS PRESCRIBED FOR THE PURPOSES OF SCHEDULE 11 (OFFERS NOT TO BE TREATED AS PUBLIC OFFERS OF SECURITIES) Offers of securities to “qualifying persons": definitions 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Euro-securities: permitted advertisements 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tony McNulty John Heppell Two of the Lords Commissioners of Her Majesty’s Treasury 22nd August 2001