- (1) the information that must be published online about a qualifying stablecoin product, including the type of information and the frequency with which this information must be reviewed and updated; and
- (2) the production, publication and updating of a stablecoin QCDD.
CRYPTO 2.5 Stablecoin disclosures
CRYPTO 2.5 Stablecoin disclosures
Application
The general application of CRYPTO 2 is set out in CRYPTO 2.1.
Purpose
This section sets out requirements for firms about:
Relevance of other obligations
The obligations set out in this section about the publication of information by firms are in addition to any other obligations imposed on a firm by the regulatory system. A firm should be aware that the publication of information in accordance with this chapter may also be subject to additional and overlapping obligations.
Obligation to publish information about a qualifying stablecoin
If a firm is the qualifying stablecoin issuer of more than one qualifying stablecoin product, the rules in this section must be read as applying separately for each qualifying stablecoin product.
The effect of CRYPTO 2.5.4R is that a firm must publish, review and update separate information for each qualifying stablecoin product it issues.
Website disclosures
In respect of each qualifying stablecoin product for which a firm is the qualifying stablecoin issuer, it must publish and maintain the following information on its website:
- (1) the general information referred to in CRYPTO 2.5.25R;
- (2) the backing asset pool information referred to in CRYPTO 2.5.27R;
- (3) the redemption information referred to in CRYPTO 2.5.30R;
- (4) the information on risks referred to in CRYPTO 2.5.31R;
- (5) the review information referred to in CRYPTO 2.5.32R and CRYPTO 2.5.37R;
- (6) the following identifying information:
- (a) the name and LEI (where eligible) that is included on the GLEIF Global LEI Index of the person who is the qualifying stablecoin issuer; and
- (b) the qualifying stablecoin product identifier; and
- (7) so far as not referred to in (1) to (6), the information set out at regulation 13 (General requirements to be met by a qualifying cryptoasset disclosure document or supplementary disclosure document) of the Cryptoassets Regulations which is included in the stablecoin QCDD.
A firm must ensure that the information published under CRYPTO 2.5.6R:
- (1) is easy for prospective readers to locate;
- (2) is easy for prospective readers to access; and
- (3) includes:
- (a) the date and time of publication of each part of the information; and
- (b) the last date and time each part of the information was updated or amended.
A firm must ensure that the information that it publishes under CRYPTO 2.5.6R is clear, fair and not misleading.
In complying with CRYPTO 2.5.8R, a firm should consider what is appropriate and proportionate, taking into account the means of communication and the fact that a firm should assume that the information it publishes will be read by retail customers.
When publishing information on its website in accordance with CRYPTO 2.5.6R, a firm should:
- (1) explain or present information in a logical manner;
- (2) use plain and intelligible language and, where use of jargon or technical terms is unavoidable, explain the meaning of any jargon or technical terms as simply as possible;
- (3) make key information prominent and easy to identify, including by means of:
- (a) headings and layout;
- (b) display and font attributes of text; and
- (c) design devices such as tables, bullet points, graphs, graphics, audio-visuals and interactive media;
- (4) avoid unnecessary disclaimers; and
- (5) provide an appropriate level of detail.
The rules in this section do not require a firm to publish all the information listed in CRYPTO 2.5.6R together as a single document or webpage. A firm should choose the best format for publishing the information in line with the rules of this section and of the regulatory system.
When publishing information on its website in accordance with CRYPTO 2.5.6R, a firm should consider whether to provide additional information to help support a reader’s understanding. In doing so, a firm should ensure that it does not obscure the information referred to CRYPTO 2.5.6R.
Website disclosures: timing of publication
Subject to CRYPTO 2.5.14R, a firm must comply with the requirements in CRYPTO 2.5.6R by the earliest of the following times:
- (1) when the corresponding qualifying stablecoin is offered for sale or subscription (within the meaning of article 9M of the Regulated Activities Order); or
- (2) when the firm seeks to admit the qualifying stablecoin to trading on a qualifying cryptoasset trading platform.
In relation to pre-issued stablecoins, a firm must comply with the requirements in CRYPTO 2.5.6R on the first day that rule comes into force.
Website disclosures: obligation to review and update
A firm must update the following information on its website at least once every 3 months:
- (1) the information referred to in CRYPTO 2.5.25R(1) (the total number of qualifying stablecoins); and
- (2) the information referred to in CRYPTO 2.5.27R (backing asset pool information).
A firm must update the following information on its website if, and to the extent that, any of it becomes inaccurate:
- (1) the general information referred to in CRYPTO 2.5.25R(2) and (3);
- (2) the redemption information referred to in CRYPTO 2.5.30R; and
- (3) the information on risks referred to in CRYPTO 2.5.31R.
A firm must have systems in place to regularly review the information listed in CRYPTO 2.5.16R to ensure any inaccuracies in the information it has published are promptly identified and corrected.
The updates required by CRYPTO 2.5.15R and CRYPTO 2.5.16R must be published as soon as reasonably practicable.
- (1) The information that must be updated under CRYPTO 2.5.15R is not the same kind of information as that which must be updated under CRYPTO 2.5.16R.
- (2) The information referred to in CRYPTO 2.5.15R is likely to change frequently. CRYPTO 2.5.15R requires a firm to, at a minimum, update it once every 3 months.
- (3) The information referred to in CRYPTO 2.5.16R – being the remaining general information (the technology and third parties involved in issuing), the redemption information and information about risks – is likely to be more static. CRYPTO 2.5.16R requires a firm to update that information whenever it becomes inaccurate.
The review information referred to in CRYPTO 2.5.32R and CRYPTO 2.5.37R is not caught by either CRYPTO 2.5.15R or CRYPTO 2.5.16R. That information is point-in-time and will instead be periodically produced in accordance with CRYPTO 2.5.32R and CRYPTO 2.5.37R.
CRYPTO 2.5.15R requires information to be reviewed at least once every 3 months. Firms should consider whether to do so more frequently if there are any significant relevant changes, such as if they decide to hold expanded backing assets.
In complying with CRYPTO 2.5.15R, a firm has discretion to align the timing with other obligations under the regulatory system or to accommodate other commercial or practical considerations. For example, a firm could update disclosures after 1 month if doing so assists in aligning with reporting or other obligations.
Website disclosure: obligation to retain and provide information
- (1) A firm must retain a copy of the information published in accordance with CRYPTO 2.5.6R for 5 years from the date it is no longer published on its website.
- (2) A firm must provide a copy of any information retained in accordance with this rule on request to the following without undue delay:
- (a) any holder of the qualifying stablecoin; and
- (b) any former holder in respect of the time when they were a holder of the qualifying stablecoin.
CRYPTO 2.5.23R(2) does not prevent a firm from charging for the provision of the information. However, firms are reminded of PRIN 2A.6.2R(4), under which they must ensure retail customers do not face unreasonable additional costs.
General information to be published
The general information to be published for each qualifying stablecoin product is:
- (1) the total number of qualifying stablecoins which:
- (a) are in circulation or subject to subscription (within the meaning of article 9M of the Regulated Activities Order);
- (b) are being offered for sale or subscription (within the meaning of article 9M of the Regulated Activities Order) for the first time, but which have not yet been sold or subscribed; and
- (c) have been minted but not yet offered for sale or subscription (within the meaning of article 9M of the Regulated Activities Order),
- at a given point in time, selected in accordance with CRYPTO 2.5.29R;
- (2) a description of the technology used to support the recording or storage of data for the relevant qualifying stablecoin (such as the distributed ledger technology), including any protocol and consensus mechanism; and
- (3) the name of any person with whom the qualifying stablecoin issuer has made arrangements to:
- (a) offer the qualifying stablecoins for sale or subscription (within the meaning of article 9M of the Regulated Activities Order);
- (b) undertake on behalf of the qualifying stablecoin issuer to redeem the qualifying stablecoins; and/or
- (c) carry on activities on behalf of the qualified stablecoin issuer designed to maintain the stable value of the qualifying stablecoin.
The rule in CRYPTO 2.5.25R(1) to publish the total number of qualifying stablecoins includes qualifying stablecoins that a person has arranged for another to sell or subscribe, offer for sale or subscription, or mint on its behalf.
Backing asset pool information to be published
The backing asset pool information to be published for each qualifying stablecoin product is:
- (1) the name of any third party or third parties appointed by the firm with which it holds more than 20% of the value of the backing asset pool;
- (2) the value of the backing asset pool held by the firm at a point in time selected in accordance with CRYPTO 2.5.29R, expressed in terms of the reference currency and described with the following detail:
- (a) the total value held;
- (b) the value(s) held as core backing assets, broken down into the type(s) of asset(s); and
- (c) if relevant, the value(s) held as expanded backing assets, broken down into the type(s) of asset(s); and
- (3) the value(s) referred to in (2)(b) and (c) also expressed as a percentage of the total value of the backing asset pool.
CRYPTO 2.5.27R(2)(b) and (c) refer to the types of assets held. This means firms should publish the values for:
- (1) on-demand deposits;
- (2) short-term government debt instruments;
- (3) long-term government debt instruments;
- (4) units in a fund authorised as a public debt CNAV MMF; and
- (5) assets, rights and money held as a counterparty to a repurchase transaction.
For the purposes of CRYPTO 2.5.25R(1) and CRYPTO 2.5.27R(2), the given point in time that a firm selects must be:
Redemption information to be published
The redemption information to be published for each qualifying stablecoin product is:
- (1) an explanation of any redemption fee that may be payable by a holder, including how such a fee will be calculated;
- (2) the steps that a holder must take in order to redeem the qualifying stablecoin, including a list of any information that a holder may be asked to provide as part of a redemption request;
- (3) a summary of the steps that will be taken by the firm or other parties involved in the redemption process following a request to redeem; and
- (4) the payment methods the firm makes available for redemption.
Risk information to be published
A firm must publish information about risks associated with the qualifying stablecoin product and any steps taken by the firm to manage such risks, including:
- (1) risks associated with the technology used to support the qualifying stablecoins;
- (2) risks to the interests of a holder, including those arising from any conflicts of interest; and
- (3) risks to the ability of the qualifying stablecoin issuer to continue maintaining the stability or value of the qualifying stablecoin product.
Review information to be published
Each time a firm updates the information in CRYPTO 2.5.15R, it must:
- (1) prepare a statement confirming whether the backing asset pool for that qualifying stablecoin product complies with CASS 16.2.1R(3);
- (2) have the statement approved by its governing body or an appropriate senior manager; and
- (3) publish the approved statement.
Obligation to conduct and publish an independent review
Subject to CRYPTO 2.5.34R, at least once every 12 months, a firm must undertake an independent review of the statements it has published over the previous 12 months in accordance with CRYPTO 2.5.32R.
The first independent review under CRYPTO 2.5.33R must take place within 3 months of the date a firm publishes its fourth statement under CRYPTO 2.5.32R.
The independent review referred to in CRYPTO 2.5.33R must provide an opinion prepared in line with a reasonable assurance engagement as to whether the relevant statements published by the qualifying stablecoin issuer were accurate.
The independent review referred to in CRYPTO 2.5.33R must be conducted by a person who, at a minimum:
- (1) is neither an employee nor an agent of the firm;
- (2) is not a member of the same group as the firm; and
- (3) meets (a), (b) or (c) below:
- (a) is eligible for appointment as an auditor under chapters 1, 2 and 6 of Part 42 of the Companies Act 2006;
- (b) has otherwise been appointed as an auditor under another enactment, and meets the requirements for appointment under that enactment; or
- (c) is overseas and is eligible for appointment as an auditor under any applicable equivalent laws of the country or territory in which they are established.
As soon as practicable following the independent review referred to in CRYPTO 2.5.33R, the firm must publish a statement prepared by the person conducting the independent review, confirming:
- (1) the date the independent review took place;
- (2) the overall outcome of the independent review; and
- (3) the relevant qualifications of the person who conducted the independent review.
Stablecoin qualifying cryptoasset disclosure documents
Under regulation 6 of the Cryptoassets Regulations, the definition of a qualifying cryptoasset disclosure document can include a document whose publication is required by designated activity rules. For the avoidance of doubt, CRYPTO 2.5.39R to CRYPTO 2.5.57G are made under both regulation 9 of the Cryptoassets Regulations and related powers, and section 137A of the Act and related powers.
A firm must:
- (1) publish a valid stablecoin QCDD (see CRYPTO 2.5.43R) on its own website; and
- (2) upload the stablecoin QCDD in (1) to the FCA-owned centralised repository.
For the purposes of regulation 12 (Responsibility for disclosure documents) of the Cryptoassets Regulations, the person responsible for a stablecoin QCDD is the qualifying stablecoin issuer of the qualifying stablecoin product it relates to (whether or not the stablecoin QCDD is published or distributed by another person).
A stablecoin QCDD must:
- (1) be clearly headed ‘[name of qualifying stablecoin product] disclosure document’;
- (2) contain the material information set out at regulation 13 (General requirements to be met by a qualifying cryptoasset disclosure document or supplementary disclosure document) of the Cryptoassets Regulations;
- (3) be written in English;
- (4) be a single document in a format which is immutable;
- (5) clearly state:
- (a) the date and time of publication of each part of the document; and
- (b) the last time each part of the document was updated or amended; and
- (6) contain:
- (a) the name and any LEI that is included on the GLEIF Global LEI Index of the person who is the qualifying stablecoin issuer; and
- (b) the qualifying stablecoin product identifier.
In the FCA’s view, a stablecoin QCDD should not need to contain the same information in all cases as a QCDD relating to other qualifying cryptoassets. That is because of the nature of UK qualifying stablecoins and because they are subject to a greater degree of regulation by the FCA.
For the purposes of CRYPTO 2.5.39R, a stablecoin QCDD is valid if it:
- (1) complies with CRYPTO 2.5.41R; and
- (2) has been reviewed and updated where appropriate in accordance with CRYPTO 2.5.48R and CRYPTO 2.5.49R.
Stablecoin QCDD: timing of publication
Subject to CRYPTO 2.5.45R, a firm must comply with the requirements in CRYPTO 2.5.39R by the earliest of the following times:
- (1) when the corresponding qualifying stablecoin is offered for sale or subscription (within the meaning of article 9M of the Regulated Activities Order); or
- (2) when the firm seeks to admit the qualifying stablecoin to trading on a qualifying cryptoasset trading platform.
In relation to pre-issued stablecoins, a firm must comply with the requirements in CRYPTO 2.5.39R on the first day that the rule comes into force.
Stablecoin QCDD: provision of hyperlink to a cryptoasset trading platform
A firm that seeks admission to trading of a UK qualifying stablecoin must provide the UK QCATP operator with a hyperlink to the relevant stablecoin QCDD on the FCA-owned centralised repository at the time that admission is sought.
The hyperlink provided under CRYPTO 2.5.46R must be a permalink which leads to the latest available document on the FCA-owned centralised repository such that, so far as is within the firm’s control, it automatically updates to the latest version of the stablecoin QCDD when updates are made to that document by the firm under CRYPTO 2.5.48R and CRYPTO 2.5.49R.
Stablecoin QCDD: obligation to review and update
A firm must update its stablecoin QCDD at least once every 3 months.
Any information referred to in CRYPTO 2.5.16R that is included in a stablecoin QCDD must be updated if, and to the extent that, any of it becomes inaccurate.
A firm must have systems in place to regularly review the information referred to in CRYPTO 2.5.49R to ensure any inaccuracies in the information it has published are promptly identified and corrected.
The updates required by CRYPTO 2.5.48R and CRYPTO 2.5.49R must be published and uploaded to the FCA-owned centralised repository as soon as reasonably practicable.
CRYPTO 2.5.48R requires stablecoin QCDDs to be updated at least once every 3 months. Firms should consider whether to do so more frequently if there are any significant relevant changes, such as if they decide to hold expanded backing assets.
In complying with CRYPTO 2.5.48R, a firm has discretion to align the timing with other obligations under the regulatory system or to accommodate other commercial or practical considerations. For example, a firm could update a stablecoin QCDD after 1 month to align with reporting or other obligations.
Stablecoin QCDD: obligation to retain and provide copies
- (1) A firm must retain a copy of any stablecoin QCCD published in accordance with CRYPTO 2.5.39R for 5 years from the date it is updated or removed from its website.
- (2) A firm must provide a copy of any stablecoin QCCD retained in accordance with this rule on request to the following without undue delay:
- (a) any holder of the qualifying stablecoin; and
- (b) any former holder in respect of the time when they were a holder of the qualifying stablecoin.
CRYPTO 2.5.54R(2) does not prevent a firm from charging for the provision of the stablecoin QCDD. However, firms are reminded of PRIN 2A.6.2R(4) under which they must ensure retail customers do not face unreasonable additional costs.
Information in website disclosures and stablecoin QCDDs
Where information appears on a firm’s website in accordance with CRYPTO 2.5.6R and in a stablecoin QCDD published by that firm in accordance with CRYPTO 2.5.39R(1):
- (1) the information must be updated at the same time under CRYPTO 2.5.15R and CRYPTO 2.5.48R, or CRYPTO 2.5.16R and CRYPTO 2.5.49R; and
- (2) the updates must be published and uploaded at the same time so far as reasonably practicable without delaying their publication in any location to do so.
Under CRYPTO 2.5.56R, firms are required to align updates to their website disclosure and stablecoin QCDDs where they contain the same information. Firms are also required to try to align the publication and uploading of the updates, but should not delay publication to do so. However, they should align the timings as much as they can.
