Financial Services and Markets Act 2000, Schedule 10A, paragraph 8

SCHEDULE 10A LIABILITY OF ISSUERS IN CONNECTION WITH PUBLISHED INFORMATION

8(1)In this Schedule—

[F3724 (a) “securities” means transferable securities as defined in Article 2(1)(24) of the markets in financial instruments regulation, other than money market instruments as defined in Article 2(1)(25A) of that regulation that have a maturity of less than 12 months (and includes instruments outside the United Kingdom); F3724]

(b) “securities market” means—

[F3725 (i)a regulated market as defined in Article 2(1)(13) of the markets in financial instruments regulation, or

(ii)a multilateral trading facility as defined in Article 2(1)(14) of that regulation.F3725]

(2)References in this Schedule to the issuer of securities are—

(a)in relation to a depositary receipt, derivative instrument or other financial instrument representing securities where the issuer of the securities represented has consented to the admission of the instrument to trading as mentioned in paragraph 1(1), to the issuer of the securities represented;

(b)in any other case, to the person who issued the securities.

(3)References in this Schedule to the acquisition or disposal of securities include—

(a)acquisition or disposal of any interest in securities, or

(b)contracting to acquire or dispose of securities or of any interest in securities,

except where what is acquired or disposed of (or contracted to be acquired or disposed of) is a depositary receipt, derivative instrument or other financial instrument representing securities.

(4)References to continuing to hold securities have a corresponding meaning.

(5) For the purposes of this Schedule the following are persons “discharging managerial responsibilities” within an issuer—

(a)any director of the issuer (or person occupying the position of director, by whatever name called);

(b)in the case of an issuer whose affairs are managed by its members, any member of the issuer;

(c)in the case of an issuer that has no persons within paragraph (a) or (b), any senior executive of the issuer having responsibilities in relation to the information in question or its publication.

(6)The following definitions (which apply generally for the purposes of Part 6 of this Act) do not apply for the purposes of this Schedule:

(a) section 102A(1), (2) and (6) (meaning of “securities” and “issuer”);

F3726 (b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F3716]

Read Schedule 10A, paragraph 8 in the full Act → Definitions (2) Cases (5)

Definitions used in Schedule 10A, paragraph 8

markets in financial instruments regulation

“markets in financial instruments regulation” means Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2004 on markets in financial instruments, as it forms part of assimilated law;

Defined in s.417(1) · see it in the full Act
director

“director”, in relation to a body corporate, includes—

(a)

a person occupying in relation to it the position of a director (by whatever name called); and

(b)

a person in accordance with whose directions or instructions (not being advice given in a professional capacity) the directors of that body are accustomed to act;

Defined in s.417(1) · see it in the full Act

Cases considering Schedule 10A, paragraph 8 (5)

The Persons Identified in Schedule 1 to the Re-Amended Particulars of Claim v Standard Chartered PLC

[2024] EWCA Civ 674 · 17 June 2024Interprets

For an issuer having directors, the relevant managers were directors or persons occupying the position of director. On the pleaded case, members of the Group Executive were de jure or de facto directors; possible shadow directorship was not in issue (see paras [17]-[18]; [60]-[62]).

Aabar Holdings SARL & Ors v Glencore PLC & Ors

[2024] EWHC 1556 (Comm) · 23 May 2024Defines

Applies the provision in identifying what counts as acquisition or disposal of securities, including acquisition or disposal of an interest and contracting to acquire or dispose of securities, subject to the stated exclusion (see para [30]).

Various Claimants v Standard Chartered Plc

[2023] EWHC 2756 (Ch) · 8 November 2023Interprets

Interprets the PDMR definition as referring to a director of the issuer, including a person occupying that position by whatever name called. Applying that interpretation, the court struck out the case based solely on Maxpower non-executive directors who were not alleged to be directors of the issuer (see paras [27]; [72]; [75]-[82]).

What each judgment says about Schedule 10A, paragraph 8 is in the case-law panel in the full Act.

Amendments and notes

4 notes from legislation.gov.uk

Amendments

  1. F3724Sch. 10A para. 8(1)(a) substituted (31.12.2020) by The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/707), regs. 1(2), 37(4)(a)(i) (with savings in S.I. 2019/680, reg. 11 (as amended by S.I. 2019/1234, regs. 1(3), 29(2))); 2020 c. 1, Sch. 5 para. 1(1) this amendment is subject to savings and/or transitional provisions, see the commentary.
  2. F3725Sch. 10A para. 8(1)(b)(i)(ii) substituted for Sch. 10A para. 8(1)(b)(i)-(iii) (31.12.2020) by The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/707), regs. 1(2), 37(4)(a)(ii) (with savings in S.I. 2019/680, reg. 11 (as amended by S.I. 2019/1234, regs. 1(3), 29(2))); 2020 c. 1, Sch. 5 para. 1(1) this amendment is subject to savings and/or transitional provisions, see the commentary.
  3. F3726Sch. 10A para. 8(6)(b) omitted (31.12.2020) by virtue of The Official Listing of Securities, Prospectus and Transparency (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/707), regs. 1(2), 37(4)(b) (with savings in S.I. 2019/680, reg. 11 (as amended by S.I. 2019/1234, regs. 1(3), 29(2))); 2020 c. 1, Sch. 5 para. 1(1) this amendment is subject to savings and/or transitional provisions, see the commentary.
  4. F3716Sch. 10A inserted (1.10.2010 with effect in accordance with reg. 3(1) of the amending S.I.) by The Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010 (S.I. 2010/1192), reg. 2(3), Sch.