5.9 Listing and the Information Management Regime 197governing access to or membership of the regulated market”.^276 Those rules shall
ensure that any financial instruments admitted to trading in a regulated market
“are capable of being traded in a fair, orderly and efficient manner and, in the case
of transferable securities, are freely negotiable”.^277
Substantive requirements under the Prospectus Directive. The Prospectus
Directive^278 requires the issuer to publish a prospectus when securities are either
offered to the public or admitted to trading on a regulated market situated or
operating within a Member State. The prospectus requirements will discussed
below.
Listing on a Second-tier Market
Second-tier markets can be subject to a lighter regulatory framework, because
many requirements based on Community law only apply to markets regarded as
“regulated markets” under the MiFID and the Prospectus Directive contains
exemption provisions. There is thus a distinction between “regulated markets” on
one hand and “exchange-regulated markets” or “unofficial regulated markets” on
the other.
London. For example, the Alternative Investment Market (AIM) of the London
Stock Exchange (LSE) is not regarded as a “regulated market” under the
MiFID.^279 AIM is nevertheless regarded as a market (“multilateral trading
facility”, MTF) even under the MiFID.^280 An MTF is regulated by its authorised
operator.^281 This makes AIM an “exchange-regulated market” or a “regulated
unofficial market” regulated by the London Stock Exchange.^282 This will change
the power to decide on listing. According to the Listing Directive, the “competent
authority” will decide on the admission of securities to “official listing on a stock
exchange”.^283 As AIM is not regarded as an “official list”, the UKLA will not
decide on admission to listing on AIM; only the LSE will as the authorised
operator of AIM.
The introduction of the MiFID opened the European markets to competition,
and new trading platforms entered the London market. They include in particular:
Chi-X, a Multilateral Trading Facility (MTF) authorised and regulated by the
(^276) Article 42(1) of Directive 2004/39/EC (MiFID).
(^277) Article 40(1) of Directive 2004/39/EC (MiFID).
(^278) Directive 2003/71/EC (Prospectus Directive).
(^279) Article 4(1)(14) of Directive 2004/39/EC (MiFID).
(^280) Article 4(1)(15) of Directive 2004/39/EC (MiFID). See also recital 6: “A market which
is only composed of a set of rules that governs aspects related to membership, admission
of instruments to trading, trading between members, reporting and, where applicable,
transparency obligations is a regulated market or an MTF within the meaning of this Di-
rective and the transactions concluded under those rules are considered to be concluded
under the systems of a regulated market or an MTF ...”
(^281) Article 14 of Directive 2004/39/EC (MiFID). See also recital 49.
(^282) See recital 49 of Directive 2004/39/EC (MiFID).
(^283) Article 11(1) of Directive 2001/34/EC (Listing Directive).