Related provisions for PERG 6.1.1

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To access the FCA Handbook Archive choose a date between 1 January 2001 and 31 December 2004 (From field only).

MAR 4.3.4GRP
(1) Where a restriction under MAR 4.3.1 R applies, an authorised professional firm is not prevented from providing professional advice or representation in any proceedings to the person where that falls within section 327(8) of the Act. This means that the person can obtain legal advice or representation in any proceedings from a law firm and accounting advice from an accounting firm: see MAR 4.4.1 R (2).(2) While the FSA recognises the duty of authorised professional firms to
MAR 4.3.7GRP
As a result of section 413 of the Act (Limitation on powers to require documents), MAR 4.3.5 R does not require a firm or an authorised professional firm to produce, disclose or permit the inspection of protected items.
SYSC 1.4.2RRP
A contravention of a rule in SYSC 11 to SYSC 18 does not give rise to a right of action by a private person under section 150 of the Act (and each of those rules is specified under section 150(2) of the Act as a provision giving rise to no such right of action).
PERG 5.4.1GRP
A person will only need authorisation or exemption if he is carrying on a regulated activity 'by way of business' (see section 22 of the Act (Regulated Activities)).
PERG 5.4.2GRP
There is power in the Act for the Treasury to specify the circumstances in which a person is or is not to be regarded as carrying on regulated activities by way of business. The Business Order has been made using this power (partly reflecting differences in the nature of the different activities). As such, the business test for insurance mediation activity is distinguished from the standard test for 'investment business' in article 3 of the Business Order. Under article 3(4) of
SUP 13A.9.5GRP
(1) The purpose of the precautionary measure rule is to ensure that an incoming EEA firm is subject to the standards of MiFID and the MiFID implementing Directive to the extent that the Home State has not transposed MiFID or the MiFID implementing Directive by 1 November 2007. It is to 'fill a gap'.(2) The rule is made in the light of the duty of the United Kingdom under Article 62 of MiFID to adopt precautionary measures to protect investors. (3) The rule will be effective for
PERG 1.2.1GRP
(1) The Financial Services and Markets Act 2000 (the Act) is the UK legislation under which bodies corporate, partnerships, individuals and unincorporated associations are permitted by the FSA to carry on various financial activities which are subject to regulation (referred to as regulated activities).(2) The activities which are regulated activities are specified in the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (the Regulated Activities Order):
PERG 1.2.2GRP
(1) The Act, and the secondary legislation made under the Act, is complex. Although PERG gives guidance about regulated activities and financial promotions, it does not aim to, nor can it, be exhaustive.(2) References have been made to relevant provisions in the Act or secondary legislation. However, since reproducing an entire statutory provision would sometimes require a lengthy quotation, or considerable further explanation, many provisions of the Act, or secondary legislation
PERG 4.1.3GRP
This guidance is issued under section 157 of Act (Guidance). It is designed to throw light on particular aspects of regulatory requirements, not to be an exhaustive description of a person's obligations. If a person acts in line with the guidance in the circumstances contemplated by it, then the FSA will proceed on the footing that the person has complied with aspects of the requirement to which the guidance relates.
PERG 4.1.5GRP
Anyone reading this guidance should refer to the Act and to the various Orders that are referred to in this guidance. These should be used to find out the precise scope and effect of any particular provision referred to in this guidance.
PR 3.1.7UKRP

Section 87A(1) of the Act provides for the approval of a prospectus by the FSA:

(1)

The [FSA] may not approve a prospectus unless it is satisfied that:

(a)

the United Kingdom is the home State in relation to the issuer of the transferable securities to which it relates,

(b)

the prospectus contains the necessary information, and

(c)

all of the other requirements imposed by or in accordance with this Part or the prospectus directive have been complied with (so far as those requirements apply to a prospectus for the transferable securities in question).
PR 2.2.8RRP
The information given in the base prospectus must be supplemented, if necessary, in accordance with section 87G of the Act (supplementary prospectus), with updated information on the issuer and on the transferable securities to be offered or to be admitted to trading. [Note: article 5.4 PD]
PR 2.2.10EURP

Articles 25 and 26 of the PD Regulation provide for the format of prospectuses and base prospectuses:

Format of the prospectus

25.1

Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [PR 2.2.1 R] to draw up a prospectus as a single document, the prospectus shall be composed of the following parts in the following order:

(1)

a clear and detailed table of contents;

(2)

the summary provided for in [section 87A(5) of the Act];

(3)

the risk factors linked to the issuer and the type of security covered by the issue;

(4)

the other information items included in the schedules and building blocks according to which the prospectus is drawn up.

2.

Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [LR 3.1.1 R], to draw up a prospectus composed of separate documents, the securities note and the registration document shall be each composed of the following parts in the following order:

(1)

a clear and detailed table of contents;

(2)

as the case may be, the risk factors linked to the issuer and the type of security covered by the issue;

(3)

the other information items included in the schedules and building blocks according to which the prospectus is drawn up.

3.

In the cases mentioned in paragraphs 1 and 2, the issuer, the offeror or the person asking for admission to trading on a regulated market shall be free in defining the order in the presentation of the required information items included in the schedules and building blocks according to which the prospectus is drawn up.

4.

Where the order of the items does not coincide with the order of the information provided for in the schedules and building blocks according to which the prospectus is drawn up, the [FSA] may ask the issuer, the offeror or the person asking for the admission to trading on a regulated market to provide a cross reference list for the purpose of checking the prospectus before its approval. Such list shall identify the pages where each item can be found in the prospectus. [see LR 3.1.1R(3)]

5.

Where the summary of a prospectus must be supplemented according to [section 87G of the Act], the issuer, the offeror or the person asking for admission to trading on a regulated market shall decide on a case-by-case basis whether to integrate the new information in the original summary by producing a new summary, or to produce a supplement to the summary.

If the new information is integrated in the original summary, the issuer, the offeror or the person asking for admission to trading on a regulated market shall ensure that investors can easily identify the changes, in particular by way of footnotes.

Format of the base prospectus and its related final terms

26.1

Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [PR 2.2.7 R] to draw up a base prospectus, the base prospectus shall be composed of the following parts in the following order:

(1)

a clear and detailed table of contents;

(2)

the summary provided for in [section 87A of the Act];

(3)

the risk factors linked to the issuer and the type of security or securities covered by the issue(s);

(4)

the other information items included in the schedules and building blocks according to which the prospectus is drawn up.

2.

Notwithstanding paragraph 1, the issuer, the offeror or the person asking for admission to trading on a regulated market shall be free in defining the order in the presentation of the required information items included in the schedules and building blocks according to which the prospectus is drawn up. The information on the different securities contained in the base prospectus shall be clearly segregated.

3.

Where the order of the items does not coincide with the order of the information provided for by the schedules and building blocks according to which the prospectus is drawn up, the [FSA] may ask the issuer, the offeror or the person asking for admission to trading on a regulated market to provide a cross reference list for the purpose of checking the prospectus before its approval. Such list should identify the pages where each item can be found in the prospectus. [see LR 3.1.1R(3)]

4.

In case the issuer, the offeror or the person asking for admission to trading on a regulated market has previously filed a registration document for a particular type of security and, at a later stage, chooses to draw up base prospectus in conformity with the conditions provided for in [PR 2.2.7 R], the base prospectus shall contain:

(1)

the information contained in the previously or simultaneously filed and approved registration document which shall be incorporated by reference, following the conditions provided for in Article 28 of this Regulation;

(2)

the information which would otherwise be contained in the relevant securities note less the final terms where the final terms are not included in the base prospectus.

5.

The final terms attached to a base prospectus shall be presented in the form of a separate document containing only the final terms or by inclusion of the final terms into the base prospectus.

In the case that the final terms are included in a separate document containing only the final terms, they may replicate some information which has been included in the approved base prospectus according to the relevant securities note schedule that has been used for drawing up the base prospectus. In this case the final terms have to be presented in such a way that they can be easily identified as such.

A clear and prominent statement shall be inserted in the final terms indicating that the full information on the issuer and on the offer is only available on the basis of the combination of base prospectus and final terms and where the base prospectus is available.

6.

Where a base prospectus relates to different securities, the issuer, the offeror or the person asking for admission to trading on a regulated market shall include a single summary in the base prospectus for all securities. The information on the different securities contained in the summary, however, shall be clearly segregated.

7.

Where the summary of a base prospectus must be supplemented according to [section 87G of the Act], the issuer, the offeror or the person asking for admission to trading on a regulated market shall decide on a case-by-case basis whether to integrate the new information in the original summary by producing a new summary, or by producing a supplement to the summary.

If the new information is integrated in the original summary of the base prospectus by producing a new summary, the issuer, the offeror or the person asking for admission to trading on a regulated market shall ensure that investors can easily identify the changes, in particular by way of footnotes.

8.

Issuers, offerors or persons asking for admission to trading on a regulated market may compile in one single document two or more different base prospectuses.
SUP 3.2.2GRP
The Act, together with other legislation such as the Companies Acts 1985, 1989 and 20067, the Building Societies Act 1986 and the Friendly Societies Act 1992, provides the statutory framework for firms' and auditors' obligations. 7
SUP 3.2.6GRP
4The rights and duties of auditors are set out in SUP 3.8 (Rights and duties of all auditors) and SUP 3.10 (Duties of auditors: notification and report on client assets). SUP 3.8.10 G includes the auditor's statutory duty to report certain matters to the FSA imposed by regulations made by the Treasury under sections 342(5) and 343(5) of the Act (information given by auditor or actuary to the FSA). An auditor should bear these rights and duties in mind when carrying out client
LR 3.4.9RRP
A public sector issuer that seeks admission of debt securities referred to in paragraphs 2 and 4 of Schedule 11A of the Act must submit to the FSA in final form a completed Application for Admission of Securities to the Official List.Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FSA's website.1
LR 3.4.9CGRP
Apart from LR 3.4.9 R, LR 3.4.9A G and LR 3.4.9B G no other provisions in LR 3.4 apply to the admission of debt securities referred to in paragraphs 2 and 4 of Schedule 11A of the Act.
SUP 4.4.4RRP
A firm must not appoint as appropriate actuary an actuary who has been disqualified by the FSA under section 345 of the Act (Disqualification) from acting as an actuary either for that firm or for a relevant class of firm.
SUP 4.4.5GRP
If it appears to the FSA that an appropriate actuary has failed to comply with a duty imposed on him under the Act, it may disqualify him under section 345 of the Act. For more detail about what happens when the disqualification of an actuary is being considered or put into effect, see EG 153 (Disqualification of auditors and actuaries)2. A list of actuaries who have been disqualified by the FSA may be found on the FSA website (www.fsa.gov.uk).3
REC 4.1.2GRP
This chapter sets out the FSA's approach to the supervision of recognised bodies and contains guidance on: (1) the arrangements for investigating complaints about recognised bodies made under section 299 of the Act (Complaints about recognised bodies) (REC 4.4); (2) the FSA's approach to the exercise of its powers under:(a) section 296 of the Act (FSA's power to give directions) to give directions to recognised bodies (REC 4.6);(b) section 297 of the Act (Revoking recognition)
REC 4.1.4GRP
In applying these principles of risk based supervision to the supervision of recognised bodies, the FSA has had particular regard to the special position of recognised bodies under the Act as well as to its general duties set out in section 2 of the Act (The FSA'sgeneral duties).
DISP 1.11.7GRP
Each member of the Society is individually subject to the rules in this chapter as a result of the insurance market direction given in DISP 2.5.4 G under section 316 of the Act (Direction by Authority).
DISP 1.11.21RRP
A contravention of DISP 1.11.13 R or DISP 1.11.14 R does not give rise to a right of action by a private person under section 150 of the Act (Actions for damages) and each of those rules is specified under section 150(2) of the Act as a provision giving rise to no such right of action.
SUP 3.10.8BGRP
1The rights and duties of auditors are set out in SUP 3.8 (Rights and duties of all auditors) and SUP 3.10 (Duties of auditors: notification and report on client assets). SUP 3.8.10 G also refers to the auditor's statutory duty to report certain matters to the FSA imposed by regulations made by the Treasury under sections 342(5) and 343(5) of the Act (information given by auditor or actuary to the FSA). An auditor should bear these rights and duties in mind when carrying out client
SUP 3.10.13GRP
The Financial Services and Markets Act 2000 (Service of Notices) Regulations 2001 (SI 2001/1420) contain provisions relating to the service of documents on the FSA. They do not apply to reports required by SUP 3.10 because of the specific provisions in SUP 3.10.12 R.
SUP 6.1.3GRP
This chapter applies to an incoming firm or a UCITS qualifier only in respect of a top-up permission. An incoming firm or a UCITS qualifier should refer to SUP 14 (Variation of passport rights by incoming EEA firms and ending authorisation) for the procedures for changes to permission granted under Schedules 3, 4 or 5 of the Act.
DEPP 4.1.2GRP
In either case, the decision will be taken by FSA staff who have not been directly involved in establishing the evidence on which the decision is based, except in accordance with section 395(3) of the Act.
SUP 12.8.2GRP
In assessing whether to terminate a relationship with an appointed representative, a firm should be aware that the notification rules in SUP 15 require notification to be made immediately to the FSA if certain events occur. Examples include a matter having a serious regulatory impact or involving an offence or a breach of any requirement imposed by the Act or by regulations or orders made under the Act by the Treasury.
SUP 12.8.3RRP
If a contract with an appointed representative is terminated, or if it is amended in a way which gives rise to a requirement to notify under SUP 12.8.1R, a firm must take all reasonable steps to ensure that:(1) if the termination is by the firm, the appointed representative is notified in writing before, or if not possible, immediately on, the termination of the contract and informed that it will no longer be an exempt person for the purpose of the Act because of the contract
SUP 16.4.4GRP
A firm and its controllers are required to notify certain changes in control (See SUP 11 (Controllers and close links)). The purpose of the rules and guidance in this section is:(1) to ensure that, in addition to such notifications, the FSA receives regular and comprehensive information about the identities of all of the controllers of a firm, which is relevant to a firm's continuing to satisfy the threshold conditions (see COND 2.3) and to the protection of consumers; (2) to
SUP 12.1.2GRP
This chapter gives guidance to a firm, which is considering appointing an appointed representative, on how the provisions of section 39 of the Act (Exemption of appointed representatives) work. For example, it gives guidance on the conditions that must be satisfied for a person to be appointed as an appointed representative. It also gives guidance to a firm on the implications, for the firm itself, of appointing an appointed representative.
SUP 12.1.5GRP
2This chapter also sets out guidance about section 39A of the Act, which is relevant to a UK MiFID investment firm that is considering appointing an FSA registered tied agent. It also sets out the FSA'srules, and guidance on those rules, in relation to the appointment of an EEA tied agent by a UK MiFID investment firm.