1This chapter applies to an issuer of:

1. (1)

   retail securitised derivatives;

2. (2)

   specialist securitised derivatives; and

3. (3)

   other derivative products if the FCA has specifically approved their listing under this chapter.

For the purposes of this chapter, an issuer of other derivative products that have received the specific approval of the FCA to be listed under this chapter must comply with the rules applicable to an issuer of specialist securitised derivatives, unless otherwise stated.

The FCA will not admit to listing, under this chapter, other derivative products that are likely to be bought and traded by investors who are not specialist investors, unless the derivative product falls within the scope of specified investments in Part III of the Regulated Activities Order.

An applicant for the admission of securitised derivatives must:

1. (1)

   have permission under the Act to carry on its activities relating to securitised derivatives and be either a bank or a securities and futures firm;

2. (2)

   if the applicant is an overseas company:

   1. (a)

      be regulated by an overseas regulator responsible for the regulation of banks, securities firms or futures firms and which has a lead regulation agreement for financial supervision with the FCA; and

   2. (b)

      be carrying on its activities relating to securitised derivatives within the approved scope of its business; or

3. (3)

   arrange for its obligations in relation to the securitised derivatives to be unconditionally and irrevocably guaranteed by, or benefit from an arrangement which is equivalent in its effect to such a guarantee provided by, an entity which satisfies paragraph (1) or (2).

For a securitised derivative to be listed, its underlying instrument must be traded on a regulated, regularly operating, recognised open market, unless it is:

1. (1)

   a currency;

2. (2)

   an index;

3. (3)

   an interest rate; or

4. (4)

   a basket of any of the above.

The FCA may modify or dispense with the requirement in UKLR 18.2.2R for other derivative products.

To be listed, a retail securitised derivative must:

1. (1)

   satisfy the requirements set out in UKLR 18.2.2R; and

2. (2)

   not be a contingent liability investment.

To be listed, if a retail securitised derivative gives its holder a right of exercise, its terms and conditions must provide that:

1. (1)

   for cash settled securitised derivatives that are in the money at the exercise time on the expiration date, the exercise of the securitised derivative is automatic; or

2. (2)

   for physically settled securitised derivatives that are in the money at the exercise time on the expiration date, if the holder fails to deliver an exercise notice by the time stipulated in the terms and conditions, the issuer will, irrespective of the failure to exercise, pay to the holder an amount in cash in lieu of the holder’s failure to deliver the exercise notice, the amount and method of calculation of this amount to be determined by the issuer.

An issuer that has only securitised derivatives listed is subject to the continuing obligations set out in this chapter.

An issuer that has both securitised derivatives and other securities listed is subject to the continuing obligations set out in this chapter and the continuing obligations that are applicable to the other securities so listed.

1. (1)

   1An issuer’s listed securitised derivatives must be admitted to trading on a RIE’s market for listed securities at all times.

2. (2)

   An issuer must inform the FCA in writing as soon as possible if it has:

   1. (a)

      requested a RIE to admit or re-admit any of its listed securitised derivatives to trading;

   2. (b)

      requested a RIE to cancel or suspend trading of any of its listed securitised derivatives; or

   3. (c)

      been informed by a RIE that the trading of any of its listed securitised derivatives will be cancelled or suspended.

If an issue is guaranteed by an unlisted company, an issuer must submit the guarantor’s accounts to the FCA.

1. (1)

   An issuer must ensure that appropriate settlement arrangements for its listed securitised derivatives are in place.

2. (2)

   Listed securitised derivatives must be eligible for electronic settlement, which includes settlement by a relevant system, as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755).

An issuer must comply with the obligations referred to under articles 17 and 18 of the Market Abuse Regulation as if it were an issuer for the purposes of those obligations and the transparency rules, subject to article 22 of the Market Abuse Regulation.

For the purposes of compliance with the transparency rules, the FCA considers that an issuer of securitised derivatives should comply with DTR 4, DTR 5 and DTR 6 as if it were an issuer of debt securities as defined in the transparency rules.

Unless exempted in UKLR 18.3.13R, an issuer must:

1. (1)

   forward to the FCA for publication a copy of one or more of the following:

   1. (a)

      the approved prospectus or listing particulars for its listed securitised derivatives;

   2. (b)

      the relevant agreement or document setting out the terms and conditions on which its listed securitised derivatives were issued; or

   3. (c)

      a document describing:

      1. (i)

         the rights attached to its listed securitised derivatives;

      2. (ii)

         limitations on such rights; and

      3. (iii)

         the procedure for the exercise of such rights,

      produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the company been required to produce a prospectus for those listed securitised derivatives; and

2. (2)

   if the information in relation to the rights attached to its listed securitised derivatives set out in the document previously forwarded in accordance with paragraph (1) is no longer accurate, forward to the FCA for publication a copy of either of the following:

   1. (a)

      a new document in accordance with paragraph (1); or

   2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the issuer’s listed securitised derivatives.

The documents in UKLR 18.3.10R must be forwarded to the FCA for publication by uploading them to the national storage mechanism.

An issuer is exempt from UKLR 18.3.10R where:

1. (1)

   it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, a document specified in UKLR 18.3.10R(1);

2. (2)

   if the information in relation to the rights attached to its listed securitised derivatives set out in the document previously forwarded or filed in accordance with paragraph (1) is no longer accurate, it has forwarded to the FCA for publication, or otherwise filed with the FCA, a copy of either of the following:

   1. (a)

      one of the documents specified in UKLR 18.3.10R(1); or

   2. (b)

      a document describing or setting out the changes which have occurred in relation to the rights attached to the issuer’s listed securitised derivatives; and

3. (3)

   the documents in paragraph (1) and (2) have been forwarded to the FCA for publication, or otherwise filed with the FCA, by:

   1. (a)

      forwarding them for publication on a location previously identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility; or

   2. (b)

      uploading them to the national storage mechanism.

An issuer must comply with the requirements in UKLR 9.4.18R (Temporary documents of title (including renounceable documents)) and UKLR 9.4.19R (Definitive documents of title) so far as relevant to securitised derivatives.

1An issuer must submit to the FCA a copy of any document required by UKLR 18.4.2R to UKLR 18.4.4R at the same time as the document is issued, by uploading it to the national storage mechanism.

An issuer must notify a RIS of all notices to holders of listed securitised derivatives no later than the date of despatch or publication.

An issuer must notify a RIS of any adjustment or modification it makes to the securitised derivative as a result of any change in or to the underlying instrument, including details of the underlying event that necessitated the adjustment or modification.

An issuer must inform the FCA immediately if it becomes aware that an underlying instrument that is listed or traded outside the United Kingdom has been suspended.