- (1) This section contains rules and guidance for retail UK QCATP operators on the presentation and content of QCDDs and supplementary disclosure documents they must publish to comply with CRYPTO 3.3.1R and CRYPTO 3.3.4R.
- (2) This section does not apply to stablecoin QCDDs: the equivalent rules and guidance for stablecoin QCDDs are in CRYPTO 2.5.
CRYPTO 3.4 Presentation and content of QCDDs and supplementary disclosure documents
CRYPTO 3.4 Presentation and content of QCDDs and supplementary disclosure documents
In this section:
- (1) a reference to a QCDD is to a QCDD produced for publication under CRYPTO 3.3.1R(1); and
- (2) a reference to a supplementary disclosure document is to a supplementary disclosure document produced for publication under CRYPTO 3.3.4R(1).
General presentation of information in a QCDD or supplementary disclosure document
A retail UK QCATP operator must ensure the retail UK QCATP’s rulebook requires a QCDD and any supplementary disclosure document:
- (1) to be written in English;
- (2) to be presented in a way that:
- (a) meets the information needs of retail investors;
- (b) is likely to be understood by retail investors;
- (c) equips retail investors to make decisions that are effective, timely and properly informed; and
- (d) provides retail investors with information that is clear, fair and not misleading; and
- (3) to clearly demarcate protected forward-looking statements within the QCDD or supplementary disclosure document.
The FCA expects a retail UK QCATP operator to ensure that the QCDD and any supplementary disclosure document do at least the following for the purposes of CRYPTO 3.4.3R(2):
- (1) explain or present information logically;
- (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; and
- (4) provide relevant information with an appropriate level of detail, to avoid providing too much information such that it may prevent retail investors from making effective decisions.
Information to be included in all QCDDs and supplementary disclosure documents
A retail UK QCATP operator must ensure the retail UK QCATP’s rulebook requires a QCDD and any supplementary disclosure document to state clearly and prominently:
- (1) the name of the person requesting or obtaining the admission to trading of the qualifying cryptoasset concerned on the retail UK QCATP;
- (2) any LEI that is included on the GLEIF Global LEI Index for that person;
- (3) the digital token identifier for the qualifying cryptoasset concerned;
- (4) the name of the person responsible for the document under regulation 14 of the Cryptoassets Regulations and CRYPTO 3.6.3R;
- (5) that any person who has agreed to buy or subscribe for the qualifying cryptoasset is permitted by regulation 15 of the Cryptoassets Regulations to withdraw their acceptance in the circumstances and manner specified in CRYPTO 3.5.3R and CRYPTO 3.5.4R;
- (6) that a supplementary disclosure document may be published before the admission to trading of the qualifying cryptoasset concerned if the person who produced the QCDD becomes aware of new information or a mistake or inaccuracy relating to the information in the QCDD or any supplementary disclosure document that may be material to a person considering buying or subscribing for the qualifying cryptoasset;
- (7) where a supplementary disclosure document will be published;
- (8) that the text of the QCDD or supplementary disclosure document will not itself be updated after it is published and any change or correction will be published in a supplementary disclosure document or further supplementary disclosure document;
- (9) that QCDDs and supplementary disclosure documents do not require the FCA’s approval before they are published and that the QCDD or supplementary disclosure document has not been approved by the FCA; and
- (10) that the FCA does not require QCDDs or supplementary disclosure documents produced in connection with the admission to trading of a qualifying cryptoasset on a retail UK QCATP to be published or updated after the admission to trading of the qualifying cryptoasset on the retail UK QCATP.
Additional information to be included in a QCDD where there are potential conflicts of interest
A retail UK QCATP operator must ensure the retail UK QCATP’s rulebook requires a QCDD to state clearly and prominently any financial interest the following persons have in the qualifying cryptoasset concerned:
- (1) the retail UK QCATP operator;
- (2) any member of the same group as the retail UK QCATP operator;
- (3) any of the retail UK QCATP operator’s directors or senior managers; and
- (4) any of the retail UK QCATP operator’s controllers.
Additional information to be included in a QCDD for a qualifying stablecoin
- (1) A retail UK QCATP operator must ensure the retail UK QCATP’s rulebook requires a QCDD to include the statement in (2) where:
- (a) the QCDD relates to a qualifying stablecoin; and
- (b) the qualifying stablecoin is not a UK qualifying stablecoin.
- (2) The statement referred to in (1) is a prominent statement that says: ‘This stablecoin is not issued by a person with permission in the UK for issuing stablecoins.’
Additional information to be included in a QCDD or supplementary disclosure document where the retail UK QCATP operator cannot obtain or verify information when assessing the document under CRYPTO 3.3.1R(3)(c) or CRYPTO 3.3.4R(3)(b)
A retail UK QCATP operator must ensure the retail UK QCATP’s rulebook requires the QCDD and any supplementary disclosure document to state clearly and prominently any information the retail UK QCATP operator has reported it was unable to obtain or verify in the document when assessing if the documents contain any untrue or misleading statements for the purposes of CRYPTO 3.3.1R(3)(c) or CRYPTO 3.3.4R(3)(b).
For the purposes of CRYPTO 3.4.8R, a retail UK QCATP operator must provide a person required by its rulebook to produce a QCDD or supplementary disclosure document with a report summarising information it was unable to obtain or verify when carrying out the assessment mentioned in CRYPTO 3.4.8R a reasonable time before the QCDD or supplementary disclosure document is to be published under CRYPTO 3.3.1R(1) or CRYPTO 3.3.4R(1).
Additional information on withdrawal rights to be included in supplementary disclosure documents
A retail UK QCATP operator must ensure the retail UK QCATP’s rulebook requires a supplementary disclosure document to:
- (1) include clear, prominent and detailed information about any available right of withdrawal under regulation 15(1) of the Cryptoassets Regulations and the circumstances and manner in which that right may be exercised as specified by CRYPTO 3.5.3R and CRYPTO 3.5.4R; and
- (2) state clearly and prominently:
- (a) that the right of withdrawal is only available to a person who agreed to buy or subscribe for the qualifying cryptoasset concerned before the publication of the supplementary disclosure document;
- (b) the period during which a person may exercise the right of withdrawal, including the final date on which the right of withdrawal may be exercised; and
- (c) who a person should contact if they wish to exercise the right of withdrawal.
Summary of key information
A retail UK QCATP operator must ensure the retail UK QCATP’s rulebook requires a QCDD to include a summary of key information which:
- (1) is an introduction to the QCDD;
- (2) contains the following information:
- (a) the name of, and digital token identifier for, the qualifying cryptoasset concerned;
- (b) the name of the person who produced the QCDD; and
- (c) the name of the persons responsible for the document under regulation 14 of the Cryptoassets Regulations and CRYPTO 3.6.3R;
- (3) presents the key features and risks of the qualifying cryptoasset concerned to help retail investors considering whether to buy or subscribe for the qualifying cryptoasset concerned;
- (4) is consistent with the other parts of the QCDD;
- (5) is no more than 2 pages of printed A4 paper in length;
- (6) contains cross-references to where further information on matters mentioned in the summary of key information can be found in the QCDD;
- (7) includes a warning that investment decisions should not be based on the information in the summary alone, but also on the information in the QCDD and any supplementary disclosure documents;
- (8) states clearly and prominently:
- (a) that a supplementary disclosure document may be published before the admission to trading of the qualifying cryptoasset concerned if the person who produced the QCDD becomes aware of new information or a mistake or inaccuracy relating to the information in the QCDD that may be material to a person considering buying or subscribing for the qualifying cryptoasset;
- (b) where any supplementary disclosure document will be published; and
- (c) that the text of the summary and the other parts of the QCDD will not be updated if a supplementary disclosure document is published;
- (9) includes a clear and prominent reference to any statement included in the QCDD to comply with the rules in the retail UK QCATP’s rulebook that give effect to CRYPTO 3.4.6R and CRYPTO 3.4.7R; and
- (10) states clearly and prominently that:
- (a) QCDDs and supplementary disclosure documents do not require the FCA’s approval before they are published and this QCDD or supplementary disclosure document has not been approved by the FCA; and
- (b) the FCA does not require QCDDs or supplementary disclosure documents produced in connection with the admission to trading of a qualifying cryptoasset on a retail UK QCATP to be published or updated after the admission to trading of the qualifying cryptoasset on the retail UK QCATP.
Presentation and content of QCDDs and supplementary disclosure documents by retail UK QCATP operators admitting qualifying cryptoassets to trading on their own behalf
Where a retail UK QCATP operator is admitting a qualifying cryptoasset to trading of its own motion it must:
- (1) comply with any relevant requirements in the retail UK QCATP’s rulebook relating to the presentation and content of QCDDs and supplementary disclosure documents; and
- (2) state clearly and prominently in the QCDD and any supplementary disclosure document that it:
- (a) is admitting the qualifying cryptoasset to trading on the retail UK QCATP of its own motion; and
- (b) has produced the QCDD and the supplementary disclosure document; and
- (3) state clearly and prominently in the QCDD and any supplementary disclosure document any information it was unable to obtain or verify in the document when assessing if the information in the document is true and not misleading for the purposes of CRYPTO 3.3.1R(3)(c) or CRYPTO 3.3.4R(3)(b).
In CRYPTO 3.4.12R, the relevant requirements in the retail UK QCATP’s rulebook are the requirements relating to the presentation and content of QCDDs and supplementary disclosure documents imposed by the rules that would apply to a person requesting the admission to trading of the same qualifying cryptoasset on the retail UK QCATP (including those that give effect to rules in this section).
The relevant requirements referred to in CRYPTO 3.4.13R do not include requirements that give effect to CRYPTO 3.4.8R.
See also CRYPTO 3.2.8R and CRYPTO 3.2.9R on measures a retail UK QCATP operator must put in place to mitigate risks of conflicts of interest.
