Related provisions for PERG 6.7.11

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DEPP 2.2.1GRP
If FSA staff consider that action requiring a warning notice or first supervisory notice is appropriate, they will recommend to the relevant decision maker that the notice be given.
DEPP 2.2.2GRP
For first supervisory notices, the FSA staff will recommend whether the action should take effect immediately, on a specified date, or when the matter is no longer open to review (see DEPP 2.2.5 G).
DEPP 2.2.3GRP
The decision maker will:(1) consider whether the material on which the recommendation is based is adequate to support it; the decision maker may seek additional information about or clarification of the recommendation, which may necessitate additional work by the relevant FSA staff;(2) satisfy itself that the action recommended is appropriate in all the circumstances;(3) decide whether to give the notice and the terms of any notice given.
DEPP 2.2.4GRP
If the FSA decides to take no further action and the FSA had previously informed the person concerned that it intended to recommend action, the FSA will communicate this decision promptly to the person concerned.
DEPP 7.1.1GRP
1DEPP 7 applies when the FSA:(1) has appointed an investigator at the request of an overseas regulator, under section 169(1)(b) (Assistance to overseas regulators) of the Act; and(2) has directed, or is considering directing, the investigator, under section 169(7) of the Act, to permit a representative of the overseas regulator to attend, and take part in, any interview conducted for the purposes of the investigation.
DEPP 7.1.2GRP
In DEPP 7, a "section 169(7) interview" means any interview conducted for the purposes of an investigation under section 169(1)(b) of the Act in relation to which the FSA has given a direction under section 169(7) of the Act.
DEPP 7.1.3GRP
The purpose of DEPP 7 is to set out the FSA's statement of policy on the conduct of interviews to which a direction under section 169(7) has been given or the FSA is considering giving. The FSA is required to prepare and publish this statement of policy by section 169(9) and (11) of the Act. As required by section 169(10) of the Act, the Treasury has approved the statement of policy.
DEPP 7.1.4GRP
The FSA is keen to promote co-operation with overseas regulators. It views provision of assistance to overseas regulators as an essential part of the principles set out in section 2(3)(e) of the Act to which it must have regard in discharging its general functions.
LR 4.3.2RRP
The FSA will approve listing particulars or supplementary listing particulars if it is satisfied that the requirements of the Act and this chapter have been complied with.
LR 4.3.3GRP
The FSA will try to notify the applicant of its decision on an application for approval of listing particulars or supplementary listing particulars within the same time limits as are specified in section 87C of the Act (consideration of application for approval) for an application for approval of a prospectus or supplementary prospectus.
LR 4.3.4RRP
An issuer must ensure that listing particulars or supplementary listing particulars are not published until they have been approved by the FSA.
LR 4.3.5RRP
An issuer must ensure that after listing particulars or supplementary listing particulars are approved by the FSA, the listing particulars or supplementary listing particulars are filed and published as if the relevant requirements in PR 3.2 and the PD Regulation applied to them.
LR 2.1.2GRP
Under the Act, the FSA may not grant an application for admission unless it is satisfied that:(1) the requirements of the listing rules are complied with; and(2) any special requirement (see LR 2.1.4 R) is complied with.
LR 2.1.3GRP
Under the Act, the FSA may also refuse an application for admission if it considers that:(1) admission of the securities would be detrimental to investors' interests; or(2) for securities already listed in another EEA State, the issuer has failed to comply with any obligations under that listing.
LR 2.1.4RRP
(1) The FSA may make the admission of securities subject to any special requirement that it considers appropriate to protect investors. [Note: article 12 CARD](2) The FSA must explicitly inform the issuer of any special requirement that it imposes. [Note: article 12 CARD]
LR 2.1.5GRP
2The FSA is not able to make the admission of securities conditional on any event. The FSA may, in particular cases, seek confirmation from an issuer before the admission of securities that the admission does not purport to be conditional on any matter.
DTR 6.2.2RRP
An issuer or person that discloses regulated information must, at the same time, file that information with the FSA. [Note: article 19(1) of the TD]
DTR 6.2.9GRP
English is a language accepted by the FSA where the United Kingdom is a Home State or Host State.
PERG 8.32.2GRP
Article 25(1) applies only where the arrangements bring about or would bring about the particular transaction in question. This is because of the exclusion in article 26. In the FSA's view, a person brings about or would bring about a transaction only if his involvement in the chain of events leading to the transaction is of enough importance that without that involvement it would not take place. The second limb (article 25(2)) is potentially much wider as it does not require
PERG 8.32.4GRP
The ordinary business of a publisher or broadcaster can involve him in publishing or broadcasting financial promotions (for example, advertisements) on behalf of authorised or exempt persons. Journalists who write about investments or financial services may promote the services of an authorised or exempt person. In the FSA's opinion, such persons would not normally be regarded as making arrangements under article 25(2). This is the case even if any arrangements they may have made
PERG 8.32.5GRP
The Regulated Activities Order contains an exclusion (article 27: Enabling parties to communicate) to bring a degree of certainty to this area. This applies to arrangements which might otherwise fall within article 25(2) merely because they provide the means by which one party to a transaction (or potential transaction) is able to communicate with other parties. In the FSA's view, the crucial element of the exclusion is the inclusion of the word ‘merely’. So that, where a publisher,
PERG 8.32.6GRP
For example, in the FSA's view a publisher or broadcaster would be likely to be making arrangements within the meaning of article 25(2) and be unable to make use of the exclusion in article 27 if:(1) he enters into an agreement with a provider of investment services such as a broker or product provider for the purpose of carrying their financial promotion; and(2) as part of the arrangements, the publisher or broadcaster does one or more of the following:(a) brands the investment
PERG 8.32.9GRP
Other persons who may benefit from the exclusion in article 27 include persons who provide the means for someone to route an order to another person. A person providing such order routing services would not, in the FSA's view, be merely facilitating communication (of the orders) if he provides added value. This added value could be in the form, for example, of such things as formatted screens, audit trails, checking completeness of orders or matching orders or reconciling tra
PERG 9.9.2GRP
In the FSA's view, this means that the reasonable investor must be satisfied that what he will get when he realises his investment is his proportionate share in the value of BC's underlying assets, less any dealing costs. In other words, that he is satisfied he will get net asset value. The investment condition focuses on the way the body corporate operates over time, and not by reference to particular issues of shares or securities (see PERG 9.6.3 G (The investment condition
PERG 9.9.3GRP
For the 'satisfaction test' to be met, there must be objectively justifiable grounds on which the reasonable investor could form a view. He must be satisfied that the value of BC's property will be the basis of a calculation used for the whole, or substantially the whole, of his investment. The FSA considers that the circumstances, or combination of circumstances, in which a reasonable investor would be in a position to form this view include:(1) where the basis of net asset valuation
PERG 9.9.4GRP
PERG 9.9.3 G (2)and PERG 9.9.3 G (3) refer to circumstances where the reasonable investor may be satisfied that he can realise his investment at net asset value because of arrangements made to ensure that the shares or securities trade at net asset value on a market. There may, for example, be cases of market dealing where the price of shares or securities will not depend on the market. An example is where BC or a third party undertakes to ensure that the market value reflects
PERG 9.9.5GRP
However, where there is a market, the FSA does not consider that the test in section 236(3)(b) would be met if the price the investor receives for his investment is wholly dependent on the market rather than specifically on net asset value. In the FSA's view, typical market pricing mechanisms introduce too many uncertainties to be able to form a basis for calculating the value of an investment (linked to net asset value) of the kind contemplated by the satisfaction test. As a
PERG 9.9.6GRP
The fact that the definition must be applied to BC as a whole (see PERG 9.6.3 G (The investment condition (section 236(3) of the Act): general)) is also relevant here. So, for example, in a take-over situation the fact that a bidder may be willing to provide an exit route for an investment at net asset value will be irrelevant within the context of the definition. This is so even if an investor invests in particular shares or securities in the knowledge or expectation or in anticipation
LR 11.1.5AGRP
2In assessing whether a transaction is in the ordinary course of business under this chapter, the FSA will have regard to the size and incidence of the transaction and also whether the terms and conditions of the transaction are unusual.
LR 5.4.2RRP
The FSA may restore the listing of any securities that have been suspended if it considers that the smooth operation of the market is no longer jeopardised or if the suspension is no longer required to protect investors. The FSA may restore the listing even though the issuer does not request it.
LR 5.4.3GRP
(1) An issuer that has the listing of any of its securities suspended may request the FSA to have them restored.(2) The request should be made sufficiently in advance of the time and date the issuer wishes the securities to be restored.(3) Requests received for when the market opens should allow sufficient time for the FSA to deal with the request.(4) The request may be an oral request. The FSA may require documentary evidence that the events that lead to the suspension are no
LR 5.4.4RRP
The FSA will refuse a request to restore the listing of securities if it is not satisfied of the matters set out in LR 5.4.2 R.
LR 5.4.5GRP
(1) If an issuer has requested the FSA to restore the listing of any securities, it may withdraw its request at any time while the securities are still suspended. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible.(2) Even if a request to restore has been withdrawn, the FSA may restore the listing of securities if it believes the circumstances justify it.
LR 5.4.6GRP
(1) If an underlying instrument is restored, the securitised derivative'slisting will normally be restored.(2) For a securitised derivative relating to a basket of underlying instruments that has been suspended, the securitised derivative's listing may be restored by the FSA, irrespective of whether or not the underlying instrument has been restored, if:(a) the issuer of the securitised derivative confirms to the FSA that despite the relevant underlying instrument(s) suspension
DTR 1A.2.1RRP
(1) The FSA may dispense with, or modify, the transparency rules in such cases and by reference to such circumstances as it considers appropriate (subject to the terms of directives and the Act).(2) A dispensation or modification may be either unconditional or subject to specified conditions.(3) If an issuer, or other person has applied for, or been granted, a dispensation or modification, it must notify the FSA immediately it becomes aware of any matter which is material to the
DTR 1A.2.2RRP
(1) An application to the FSA to dispense with or modify, a transparency rule must be in writing.(2) The application must:(a) contain a clear explanation of why the dispensation or modification is requested;(b) include details of any special requirements, for example, the date by which the dispensation or modification is required;(c) contain all relevant information that should reasonably be brought to the FSA's attention;(d) contain any statement or information that is required
DTR 1A.2.4GRP

An issuer or other person should consult with the FSA at the earliest possible stage if they:

  1. (1)

    are in doubt about how the transparency rules apply in a particular situation; or

  2. (2)

    consider that it may be necessary for the FSA to dispense with or modify a transparency rule.

Address for correspondence

Note: The FSA's address for correspondence in relation to the disclosure rules is:

Company Monitoring Team

Markets Division

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

Fax: 020 7066 8368
SUP 17.3.1EURP

1The reports of transactions in financial instrument shall be made in an electronic form except under exceptional circumstances, when they may be made in a medium which allows for the storing of the information in a way accessible for future reference by the competent authorities other than an electronic form, and the methods by which those reports are made shall satisfy the following conditions:

(a)

they ensure the safety and confidentiality of the data reported;

(b)

they incorporate mechanisms for identifying and correcting errors in a transaction report;

(c)

they incorporate mechanisms for authenticating the source of the transaction report;

(d)

they include appropriate precautionary measures to enable the timely resumption of reporting in the case of system failure;

(e)

they are capable of reporting the information required under Article 13 of the MiFID Regulation in the format specified in SUP 17 Annex 1 EU required by the FSA and in accordance with this paragraph, within the time-limits set out in SUP 17.2.7 R.

[Note: article 12(1) of the MiFID Regulation]
SUP 17.3.3EURP

1A trade matching or reporting system shall be approved by the FSA for the purposes of Article 25(5) of MiFID if the arrangements for reporting transactions established by that system comply with SUP 17.3.1EU and are subject to monitoring by a competent authority in respect of their continuing compliance.

[Note: article 12(2) of the MiFID Regulation]
SUP 17.3.4GRP
1The approved reporting mechanisms2 are listed on the FSA's website at:http://www.fsa.gov.uk/pages/Doing/Regulated/Returns/mtr/arms/index.shtml.2[Note: These systems will be listed following the approval of a trade matching or reporting system].22
SUP 17.3.5GRP
1Section 412A of the Act contains provisions which are concerned with the manner in which the FSA will carry out its approval and monitoring of trade matching or reporting systems.
SUP 17.3.6GRP
1A report is made to the FSA when it is received by the FSA. The delivery of a report by a MiFID investment firm to a reporting person, channel or system by the close of the working day following the day of the transaction does not amount to the making of a report to the FSA.
COND 1.2.1GRP
COND gives guidance on the threshold conditions set out in or under Schedule 6 to the Act (Threshold conditions). The threshold conditions represent the minimum conditions which a firm is required to satisfy, and continue to satisfy, in order to be given and to retain Part IV permission.
COND 1.2.2GRP
(1) Under section 41(2) of the Act (The threshold conditions), in giving or varying a Part IV permission or imposing or varying any requirement, the FSA must ensure that the firm concerned will satisfy, and continue to satisfy, the threshold conditions in relation to all of the regulated activities for which it has or will have permission.(2) If, however, the applicant for permission is an incoming firm seeking top-up permission, or variation of top-up permission, under Part IV
COND 1.2.3GRP
(1) If, among other things, a firm is failing to satisfy any of the threshold conditions, or is likely to fail to do so, section 45 of the Act (Variation etc. on the FSA's own initiative) states that the FSA may exercise its own-initiative power. Use of the FSA'sown-initiative power is explained in SUP 7 (Individual requirements), and EG 8 (Variation and cancellation of permission on the FSA's own initiative and intervention against incoming firms)1.1(2) If, when exercising its
SUP 12.4.8GRP
If a firm has doubts that a prospective introducerappointed representative or other person is of sufficiently good reputation and otherwise fit and proper, the FSA will expect it to resolve those doubts before appointing the prospective introducer appointed representative. For example, if a firm is aware that a person's previous appointment as an introducer appointed representative or representative was terminated, it should take reasonable steps to find out the reasons for the
SUP 12.4.9GRP
(1) 1An appointed representative must not commence an insurance mediation activity until he is included on the Register as carrying on such activities (see SUP 12.5.2 G (3)). (2) If an appointed representative's scope of appointment is to include an insurance mediation activity, the principal must notify the FSA of the appointment before the appointed representative commences that activity (see SUP 12.7.1 R (1)). (3) As an exception, pre-notification is not required if the appointed
SUP 12.4.10GRP
(1) 1The FSA has the power to decide not to include on the Register (or to remove from the Register) an appointed representative whose scope of appointment includes an insurance mediation activity, if it appears to the FSA that he is not a fit and proper person to carry on those activities (article 95 of the Regulated Activities Order).(2) If the FSA proposes to use the power in (1), it must give the appointed representative a warning notice. If the FSA decides to proceed with
SUP 12.4.11RRP
8If a UK MiFID investment firm appoints an FSA registered tied agent, SUP 12.4.2 R and SUP 12.4.2A R apply to that firm as though the FSA registered tied agent were an appointed representative.[Note: paragraphs 3 and 4 of article 23(3) of MiFID]
SUP 12.4.12GRP
(1) 8A tied agent that is an appointed representative may not start to act as a tied agent until it is included on the applicable register (section 39(1A) of the Act). If the tied agent is established in the UK, the register maintained by the FSA is the applicable register for these purposes. If the tied agent is established in another EEA State, it should consult section 39(1B) of the Act to determine the applicable register.(2) A UK MiFID investment firm that appoints an FSA
GEN 1.3.1GRP
The FSA recognises that there may be occasions when, because of a particular emergency, a person (generally a firm, but in certain circumstances, for example in relation to price stabilising rules or small e-money issuerrules, an unauthorised person) may be unable to comply with a particular rule in the Handbook. The purpose of GEN 1.3.2 R is to provide appropriate relief from the consequences of contravention of such a rule in those circumstances.1
GEN 1.3.2RRP
(1) If any emergency arises which:(a) makes it impracticable for a person to comply with a particular rule in the Handbook; (b) could not have been avoided by the person taking all reasonable steps; and(c) is outside the control of the person, its associates and agents (and of its and their employees);the person will not be in contravention of that rule to the extent that, in consequence of the emergency, compliance with that rule is impracticable. (2) Paragraph (1) applies only
GEN 1.3.3GRP
A firm should continue to keep the FSA informed of the steps it is taking under GEN 1.3.2 R (3), in order to comply with its obligations under Principle 11 (Relations with regulators).
GEN 1.3.5GRP
GEN 1.3.2 R operates on the FSA's rules. It does not affect the FSA's powers to take action against a firm in an emergency, based on contravention of other requirements and standards under the regulatory system. For example, the FSA may exercise its own-initiative power in appropriate cases to vary a firm's Part IV permission based on a failure or potential failure to satisfy the threshold conditions (see SUP 7 (Applying the FSA's requirements to individual firms) and EG 8
LR 13.2.1RRP
A listed company must not circulate or publish a circular unless it has been approved by the FSA.
LR 13.2.4RRP
The following documents (to the extent applicable) must be lodged with the FSA in final form before it will approve a circular:(1) a Sponsors Declaration for the Production of a Circular completed by the sponsor;(2) for a class 1 circular or related party circular, a letter setting out any items of information required by this chapter that are not applicable in that particular case;(3) the sponsor's Confirmation of Independence; and(4) any other document that the FSA has sought
LR 13.2.7RRP
If a circular submitted for approval is amended, two copies of amended drafts must be resubmitted, marked to show changes made to conform with FSA comments and to indicate other changes.
LR 13.2.8GRP
The FSA will approve a circular if it is satisfied that the requirements of this chapter are satisfied.
LR 13.2.9GRP
The FSA will only approve a circular between 9a.m. and 5.30p.m. on a business day (unless alternative arrangements are made in advance).Note: LR 9.6.1 R requires a company to forward to the FSA two copies of all circulars issued (whether or not they require approval) for publication on the document viewing facility.
LR 10.8.1GRP
(1) A listed company in severe financial difficulty may find itself with no alternative but to dispose of a substantial part of its business within a short time frame to meet its ongoing working capital requirements or to reduce its liabilities. Due to time constraints it may not be able to prepare a circular and convene an extraordinary general meeting to obtain prior shareholder approval.(2) The FSA may modify the requirements in LR 10.5 to prepare a circular and to obtain shareholder
LR 10.8.2GRP
The listed company should demonstrate to the FSA that it could not reasonably have entered into negotiations earlier to enable shareholder approval to be sought.
LR 10.8.3GRP
The following documents should be provided in writing to the FSA:(1) confirmation from the listed company that:(a) negotiation does not allow time for shareholder approval;(b) all alternative methods of financing have been exhausted and the only option remaining is to dispose of a substantial part of their business;(c) by taking the decision to dispose of part of the business to raise cash, the directors are acting in the best interests of the company and shareholders as a whole
LR 10.8.4GRP
An announcement should be notified to a RIS no later than the date the terms of the disposal are agreed and should contain:(1) all relevant information required to be notified under LR 10.4.1 R;(2) the name of the acquirer and the expected date of completion of the disposal;(3) full disclosure about the continuing groups prospects for at least the current financial year;(4) a statement that the directors believe that the disposal is in the best interests of the company and shareholders
LR 10.8.6GRP
(1) The FSA will wish to examine the documents referred to in LR 10.8.3 G (including the RIS announcement) before it grants the modification and before the announcement is released.(2) The documents should ordinarily be lodged with the FSA:(a) in draft form at least five clear business days before the terms of the transaction are agreed; and(b) in final form on the day on which approval is sought.
PR 5.3.1UKRP

Sections 87H and 87I of the Act provide:

Prospectus approved in another EEA State

87H

(1)

A prospectus approved by the competent authority of an EEA State other than the United Kingdom is not an approved prospectus for the purposes of section 85 unless that authority has provided the competent authority with –

(a)

a certificate of approval;

(b)

a copy of the prospectus as approved; and

(c)

if requested by the [FSA], a translation of the summary of the prospectus.

(2)

A document is not a certificate of approval unless it states that the prospectus –

(a)

has been drawn up in accordance with the prospectus directive; and

(b)

has been approved, in accordance with that directive, by the competent authority providing the certificate.

(3)

A document is not a certificate of approval unless it states whether (and, if so, why) the competent authority providing it authorised, in accordance with the prospectus directive, the omission from the prospectus of information which would otherwise have been required to be included.

(4)

“Prospectus” includes a supplementary prospectus.

Provision of information to host Member State

87I

(1)

The [FSA] must, if requested to do so, supply the competent authority of a specified EEA State with –

(a)

a certificate of approval;

(b)

a copy of the specified prospectus (as approved by the [FSA]); and

(c)

a translation of the summary of the specified prospectus (if the request states that one has been requested by the other competent authority).

(2)

Only the following may make a request under this section –

(a)

the issuer of the transferable securities to which the specified prospectus relates;

(b)

a person who wishes to offer the transferable securities to which the specified prospectus relates to the public in an EEA State other than (or as well as) the United Kingdom;

(c)

a person requesting the admission of the transferable securities to which the specified prospectus relates to a regulated market situated or operating in an EEA State other than (or as well as) the United Kingdom.

(3)

A certificate of approval must state that the prospectus –

(a)

has been drawn up in accordance with this Part and the prospectus directive; and

(b)

has been approved, in accordance with those provisions, by the [FSA].

(4)

A certificate of approval must state whether (and, if so, why) the [FSA] authorised, in accordance with section 87B, the omission from the prospectus of information which would otherwise have been required to be included.

(5)

The [FSA] must comply with a request under this section –

(a)

if the prospectus has been approved before the request is made, within 3 working days beginning with the date of the request; or

(b)

if the request is submitted with an application for the approval of the prospectus, on the first working day after the date on which it approves the prospectus.

(6)

“Prospectus” includes a supplementary prospectus.

(7)

“Specified” means specified in a request made for the purposes of this section.
PR 5.3.2RRP
(1) This rule applies to a request by a person to the FSA to supply information referred to in section 87I of the Act to the competent authority of a relevant Host State.(2) The request must be in writing and must include:(a) the relevant prospectus as approved (if it has already been approved); and(b) a translation of the summary if required by the competent authority of a relevant host State.
PR 5.3.3GRP
The FSA will inform the person who made the request as soon as practicable after it has supplied the information to the other competent authority.
PR 5.3.4GRP
If the FSA receives information referred to in section 87H from another competent authority it will as soon as practicable give notice on the FSA website that it has received the information.11
REC 2.2.1UKRP

Recognition Requirements Regulations, Regulation 6

2(1) In considering whether a [UK recognised body] or applicant satisfiesrecognition requirements applying to it under these [Recognition Requirements Regulations], the [FSA] may take into account all relevant circumstances including the constitution of the person concerned and its regulatory provisions within the meaning of section 302(1) of the Act.

(2) Without prejudice to the generality of paragraph (1), a [UK recognised body] or applicant may satisfyrecognition requirements applying to it under these [Recognition Requirements Regulations] by making arrangements for functions to be performed on its behalf by any otherperson.

(3) Where a [UK recognised body] or applicant makes arrangements of the kind mentioned in paragraph (2), the arrangements do not affect the responsibility imposed by the Act on the [UK recognised body] or applicant to satisfy recognition requirements applying to it under these [Recognition Requirements Regulations ], but it is in addition a recognition requirement applying to the [UK recognised body] or applicant that the person who performs (or is to perform) the functions is a fit and proper person who is able and willing to perform them.
REC 2.2.2GRP
The FSA will usually expect :(1) the constitution, regulatory provisions and practices of the UK recognised body or applicant;(2) the nature (including complexity, diversity and risk) and scale of the UK recognised body's or applicant's business; (3) the size and nature of the market which is supported by the UK recognised body's or applicant's facilities; (4) the nature and status of the types of investor who use the UK recognised body's or applicant's facilities or have an interest
REC 2.2.3GRP
It is the UK recognised body's responsibility to demonstrate to the FSA that a person who performs a function on behalf of the UK recognised body is fit and proper and able and willing to perform that function. The recognition requirement referred to in Regulation 6(3) applies to the UK recognised body and not to any person who performs any function on its behalf. In this context, for a person to be "fit and proper" does not necessarily imply that he is an authorised person, or
REC 2.2.6GRP
In determining whether the UK recognised body meets the recognition requirement in Regulation 6(3), the FSA may have regard to whether that body has ensured that the person who performs that function on its behalf:(1) has sufficient resources to be able to perform the function (after allowing for any other activities);(2) has adequate systems and controls to manage that function and to report on its performance to the UK recognised body;(3) is managed by persons of sufficient
REC 2.2.7GRP
In determining whether a UK recognised body continues to satisfy the recognition requirements where it has made arrangements for any function to be performed on its behalf by any person , the FSA may have regard, in addition to any of the matters described in the appropriate section of this chapter, to the arrangements made to exercise control over the performance of the function, including:(1) the contracts (and other relevant documents) between the UK recognised body and the
PERG 9.3.2GRP
Each of these aspects of the definition is considered in greater detail in PERG 9.4 (Collective investment scheme (section 235 of the Act)) to PERG 9.9 (The investment condition: the 'satisfaction test' (section 236(3)(b) of the Act)). Although the definition has a number of elements, the FSA considers that it requires an overall view to be taken of the body corporate. This is of particular importance in relation to the investment condition (see PERG 9.6.3 G and PERG 9.6.4 G (The
PERG 9.3.4GRP
In the FSA's view, all of the elements of the definition are clearly objective tests. In applying the definition to any particular case, a person would need to have regard to all the circumstances. This includes any changes in the way that the body corporate operates.
PERG 9.3.5GRP
The FSA understands that the aim of the definition in section 236 of the Act is to include any body corporate which, looked at as a whole, functions as an open-ended investment vehicle. The definition operates against a background that there is a wide range of different circumstances in which any particular body corporate can be established and operated. For example, the definition applies to bodies corporate wherever they are formed. So, in the application of the definition to
PERG 9.3.6GRP
For a body corporate formed outside the United Kingdom, there is an additional issue as to how the applicable corporate law and the definition of open-ended investment company in the Act relate to one another. The FSA understands this to operate as follows. The term 'body corporate' is defined in section 417(1) of the Act (Interpretation) as including 'a body corporate constituted under the law of a country or territory outside the United Kingdom'. So, whether or not any particular