Related provisions for PERG 5.16.1

SUP 6.2.13G21/06/2001

A UK firm which, as well as applying to vary or cancel its Part IV permission, wishes to vary or terminate any business which it is carrying on in another EEA State under one of the Single Market Directives, should follow the procedures in SUP 13 (Exercise of passport rights by UK firms) on varying or terminating its branch or cross border services business.

SUP 13A.3.2G01/02/2006

(1) On qualifying for authorisation, subject to SUP 13A.3.2G (2), an EEA firm will have permission to carry on each permitted activity (see (3) below) which is a regulated activity.(2) (a) Paragraph (1) does not apply to the activity of dealing in units in a collective investment scheme in the United Kingdom where:(i) the firm is an EEA UCITS management company;(ii) the firm satisfies the establishment conditions in SUP 13A.4.1 G; and(iii) the FSA notifies the EEA firm and the

PERG 2.9.18G01/02/2006

(1) In accordance with article 3(2) of the E-Commerce Directive, all requirements on persons providing electronic commerce activities into the United Kingdom from the EEA are lifted, where these fall within the co-ordinated field and would restrict the freedom of such a firm to provide services. The coordinated field includes any requirement of a general or specific nature concerning the taking up or pursuit of electronic commerce activities. Authorisation requirements fall within

SUP 13.12.2G06/02/2007

To contact the Passport Notifications Unit, from which a standard form of notice of intention can be obtained:33(1) telephone on 020 7066 1000; fax on 020 7066 97983; or3(2) write to: The Passport Notifications Unit, The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS; or(3) Email: passport.notifications@fsa.gov.uk

PR App 1.1.101/07/2005

1Note: The following definitions relevant to the prospectus rules are extracted from the Glossary.

Act	the Financial Services and Markets Act 2000.
admission to trading	admission to trading on a regulated market.
advertisement	(as defined in the PD Regulation) announcements:
	(1)	relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and
	(2)	aiming to specifically promote the potential subscription or acquisition of securities.
annual information update	the document referred to in PR 5.2.1 R.
applicant	an applicant for approval of a prospectus or supplementary prospectus relating to transferable securities.
asset backed security	(as defined in the PD Regulation) securities which:
	(1)	represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable thereunder; or
	(2)	are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets.
base prospectus	a base prospectus referred to in PR 2.2.7 R.
body corporate	(in accordance with section 417(1) of the Act (Definitions) any body corporate, including a body corporate constituted under the law of a country or territory outside the United Kingdom;
building block	(as defined in the PD Regulation) a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up.
CARD	Consolidated Admissions and Reporting Directive.
CESR recommendations	the recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses no 809/2004 published by the Committee of European Securities Regulators.
collective investment undertaking other than the closed-end type	(in PR) (as defined in Article 2.1(o) of the prospectus directive) unit trusts and investment companies:
	(1)	the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk-spreading;
	(2)	the units of which are, at the holder's request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings.
Consolidated Admissions and Reporting Directive	Directive 2001/34/EC of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities.
credit institution	as defined in article 1(1) of the Banking Consolidation Directive.
director	(in accordance with section 417(1)(a) of the Act) a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties.
EEA State	(in accordance with paragraph 8 of Schedule 3 to the Act (EEA Passport Rights)) a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being; as at 1 May 2004, the following are the EEA States: Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, the Slovak Republic, Slovenia, Spain, Sweden and the United Kingdom.
equity security	(as defined in Article 2.1(b) of the prospectus directive) shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of the said issuer.
equity share	shares comprised in a company's equity share capital.
equity share capital	(for a company), its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.
executive procedures	the procedures relating to the giving of warning notices, decision notices and supervisory notices that the FSA proposes to follow in the circumstances specified in DEC 4.1.6 G (Decisions to be taken by executive procedures), and that are described in DEC 4.3 (Executive procedures for statutory notice decisions and statutory notice associated decisions).
FSA	the Financial Services Authority.
guarantee	(as defined in the PD Regulation) any arrangement intended to ensure that any obligation material to the issue will be duly serviced, whether in the form of guarantee, surety, keep well agreement, mono-line insurance policy or other equivalent commitment.
guarantor	a person that provides a guarantee.
Home State or Home Member State	(as defined in section 102C of the Act) in relation to an issuer of transferable securities, the EEA State which is the "home Member State" for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive).
Host State or Host Member State	(as defined in Article 2.1(n) of the prospectus directive) the EEA State where an offer to the public is made or admission to trading is sought, when different from the home State.
Investment Services Directive	the Council Directive of 10 May 1993 on investment services in the securities field (No 93/22/EEC).
ISD	Investment Services Directive.
issuer	(as defined in section 102A of the Act) a legal person who issues or proposes to issue the transferable securities in question.
non-equity transferable securities	(as defined in section 102A of the Act) all transferable securities that are not equity securities.
	Note: In the prospectus directive and the PD Regulation, the Commission uses the term "non-equity securities" rather than "non-equity transferable securities".
offer	an offer of transferable securities to the public.
offer of transferable securities to the public	(as defined in section 102B of the Act), in summary:
	(a)	a communication to any person which presents sufficient information on: (i) the transferable securities to be offered, and (ii) the terms on which they are offered, to enable an investor to decide to buy or subscribe for the securities in question;
	(b)	which is made in any form or by any means;
	(c)	including the placing of securities through a financial intermediary;
	(d)	but not including a communication in connection with trading on: (i) a regulated market; (ii) a multilateral trading facility; or (iii) any market prescribed by an order under section 130A of the Act.
	Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act.
offering programme	(as defined in Article 2.1(k) of the prospectus directive) a plan which would permit the issuance of non-equity securities, including warrants in any form, having a similar type and/or class, in a continuous or repeated manner during a specified issuing period.
offeror	a person who makes an offer of transferable securities to the public.
overseas company	a company incorporated outside the United Kingdom.
Part 6 rules	(in accordance with section 73A(1) of the Act), rules made for the purposes of Part 6 of the Act.
PD	prospectus directive.
PD Regulation	Regulation number 809/2004 of the European Commission.
person	(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporated that is, a natural person, a legal person and, for example, a partnership).
PR	the Prospectus Rules sourcebook.
profit estimate	(as defined in the PD Regulation) a profit forecast for a financial period which has expired and for which results have not yet been published.
profit forecast	(as defined in the PD Regulation) a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word "profit" is not used.
property collective investment undertaking	(as defined in the PD Regulation) a collective investment undertaking whose investment objective is the participation in the holding of property in the long term.
prospectus	a prospectus required under the prospectus directive.
prospectus directive	the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC).
Prospectus Rules	(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities.
Public international body	(as defined in the PD Regulation) a legal entity of public nature established by an international treaty between sovereign States and of which one or more Member States are members.
qualified investor	(as defined in section 86(7) of the Act) :
	(a)	any entity falling within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the prospectus directive;
	(b)	An investor registered on the register maintained by the competent authority under section 87R;
	(c)	An investor authorised by an EEA State other than the United Kingdom to be considered as a qualified investor for the purposes of the prospectus directive.
register	register of qualified investors maintained by the FSA under section 87R of the Act.
registration document	a registration document referred to in PR 2.2.2 R.
regulated information	(as defined in the PD Regulation) all information which the issuer, or any person who has applied for the admission of securities to trading on a regulated market without the issuer’s consent, is required to disclose under Directive 2001/34/EC or under Article 6 of Directive 2003/6/EC.
regulated market	(a)	(as defined in article 1 of the ISD) a market for the instruments listed in Section B of the Annex to the ISD which: (i) appears on the list of such markets drawn up by the market's Home State as required by article 16 of the ISD; (ii) functions regularly; (iii) is characterised by the fact that regulations issued or approved by the competent authorities define the conditions for the operation of the market, the conditions for access to the market and, where Directive 79/279/EEC is applicable, the conditions governing admission to listing imposed in that Directive and, where that Directive is not applicable, the conditions that must be satisfied by a financial instrument before it can effectively be dealt in on the market; and (iv)requires compliance with all the reporting and transparency requirements laid down by articles 20 and 21 of the ISD; and
	(b)	a market notified under article 16 of the ISD, as included in point 30b of Annex IX to the Agreement of the European Economic Area, to the Standing Committee of the EFTA States as defined in that agreement.
RIS	Regulatory Information Service.
risk factors	(as defined in the PD Regulation) a list of risks which are specific to the situation of the issuer and/or the securities and which are material for taking investment decisions.
rule	(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FSA under the Act.
schedule	(as defined in the PD Regulation) a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved.
securities issued in a continuous and repeated manner	(as defined in Article 2.1(l) of the prospectus directive) issues on tap or at least two separate issues of securities of a similar type and/or class over a period of 12 months.
securities note	a securities note referred to in PR 2.2.2 R.
small and medium-sized enterprise	(as defined in Article 2.1(f) of the prospectus directive) companies, which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding €43,000,000 and an annual net turnover not exceeding €50,000,000.
special purpose vehicle	(as defined in the PD Regulation) an issuer whose objects and purposes are primarily the issue of securities.
statutory notice associated decision	a decision which is made by the FSA and which is associated with a decision to give a statutory notice, including a decision:
statutory notice decision	a decision by the FSA on whether or not to give a statutory notice.
	(a)	to determine or extend the period for making representations;
	(b)	to determine whether a copy of the statutory notice needs to be given to any third party and the period for him to make representations;
	(c)	to refuse access to FSA material;
	(d)	as to the information which it is appropriate to publish about the matter to which a final notice or an effective supervisory notice relates.
summary	(in relation to a prospectus) the summary included in the prospectus.
supplementary prospectus	a supplementary prospectus containing details of a new factor, mistake or inaccuracy.
transferable security	(as defined in section 102A of the Act) anything which is a transferable security for the purposes of the investment services directive, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months.
	Note: In the prospectus directive and PD regulation, the Commission uses the term "security" rather than "transferable security".
umbrella collective investment scheme	(as defined in the PD Regulation) a collective investment undertaking invested in one or more collective investment undertakings, the asset of which is composed of separate class(es) or designation(s) of securities.
United Kingdom	England and Wales, Scotland and Northern Ireland (but not the Channel Islands or the Isle of Man).
units of a collective investment scheme	(as defined in Article 2.1(p) of the prospectus directive) securities issued by a collective investment undertaking as representing the rights of the participants in such an undertaking over its assets.
working day	(as defined in section 103 of the Act) any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom.

SUP 11.8.1R21/06/2001

A firm must notify the FSA immediately it becomes aware of any of the following matters in respect of one or more of its controllers: (1) if a controller, or any entity subject to his control, is or has been the subject of any legal action or investigation which might put into question the integrity of the controller; (2) if there is a significant deterioration in the financial position of a controller; (3) if a corporate controller undergoes a substantial change or series of

MIPRU 2.2.1R01/01/2007

An insurance intermediary, other than a sole trader, must allocate the responsibility for the firm'sinsurance mediation activity to a director or senior manager.[Note: Article 3(1), fourth paragraph, of the IMD]

PERG 8.33.6G01/07/2005

The exclusions in Articles 29 and 33 of the Regulated Activities Order are not available where the investment is a contract of insurance. However, certain other exclusions do apply. This results from implementation of the requirements of the Insurance Mediation Directive and is explained in more detail in PERG 5.6 (The regulated activities: arranging deals in, and making arrangements with a view to transactions in, contracts of insurance).

PERG 8.17A.1G01/07/2005

The application of section 21 of the Act and of exemptions in the Financial Promotion Order to invitations or inducements about insurance mediation activities will vary depending on the type of activity. The implementation of the Insurance Mediation Directive has not led to any changes in the definitions of a controlled investment or a controlled activity under the Financial Promotion Order. So:(1) rights under any contract of insurance are a controlled investment;(2) rights to

SUP 11.2.7G01/12/2004

The requirements in SUP 11 implement certain provisions relating to changes in control and close links required under the Single Market Directives.2

PERG 4.11.9G01/07/2005

Simplified summary of the territorial scope of the regulated mortgage activities, to be read in conjunction with the rest of this section.

This table belongs to PERG 4.11.8 G

		Individual borrower resident and located:
		in the UK	outside the UK
Service provider carrying on regulated activity from establishment:	in the UK	Yes	Yes
	outside the UK	Yes	No
Yes = authorisation or exemption required No = authorisation or exemption not required

CASS 1.2.5R14/01/2005

1CASS 5 (Client money and mandates: insurance mediation activity) does not apply to an authorised professional firm with respect to its non-mainstream regulated activities, which are insurance mediation activities, if:(1) the firm's designated professional body has made rules which implement article 4 of the IMD;(2) those rules have been approved by the FSA under section 332(5) of the Act; and(3) the firm is subject to the rules in the form in which they were approved.

SUP 8.6.2G21/06/2001

When considering whether it is satisfied under section 148(6), the FSA is required by section 148(7) of the Act:(1) to take into account whether the waiver relates to a rule contravention of which is actionable under section 150 of the Act (Actions for damages); Schedule 5 identifies such rules;(2) to consider whether its publication would prejudice, to an unreasonable degree, the commercial interests of the firm concerned, or any other member of its immediate group; and(3) to

SUP 13A.7.1G01/02/2006

If a person established in the EEA: (1) does not have an EEA right; (2) does not have permission as a UCITS qualifier; and(3) does not have, or does not wish to exercise, a Treaty right (see SUP 13A.3.4 G to SUP 13A.3.11 G);to carry on a particular regulated activity in the United Kingdom, it must seek Part IV permission from the FSA to do so (see AUTH 3). This might arise if the activity itself is outside the scope of the Single Market Directives, or where the activity is included

Related provisions for PERG 5.16.1

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