Related provisions for GEN 1.1.2
Table of application, notification and vetting fees
(1) Fee payer |
(2) Fee payable |
Due date |
(a) Any applicant for Part IV permission (including an incoming firm applying for top-up permission) |
(1) Unless (2) applies, in1 respect of a particular application, the highest of the tariffs set out in FEES 3 Annex 1 part 11 which apply to that application. (2) In respect of a particular application which is: (i) a straightforward or moderately complex case for the purposes of FEES 3 Annex 1 part 1, and (ii) only involves a simple change of legal status as set out in FEES 3 Annex 1 part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 1 part 11 1 |
On or before the application is made |
(b) Any Treaty firm that wishes to exercise a Treaty right to qualify for authorisation under Schedule 4 to the Act (Treaty rights) in respect of regulated activities for which it does not have an EEA right, except for a firm providing cross border services only4 |
(1) Where no certificate has been issued under paragraph 3(4) of Schedule 4 to the Act the fee payable is, in respect of a particular exercise, set out in FEES 3 Annex 1, part 4 (2) Where a certificate in (i) has been issued no fee is payable |
On or before the notice of exercise is given |
(c) Any applicant for a certificate under article 54 of the Regulated Activities Order |
2,000 |
On or before the application is made |
(d) Applicants for an authorisation order for, or recognition of, a collective investment scheme |
FEES 3 Annex 2, part 1 |
On or before the application is made |
(f) Any person seeking an order under section 326(1) of the Act to become a designated professional body. |
10,000 |
30 days after the order is granted |
(g) Any applicant for recognition as a UK recognised body under section 287 or section 288 of the Act |
FEES 3 Annex 3, part 1 |
On or before the date the application is made |
(h) Any applicant for recognition as an overseas recognised body under section 287 or section 288 and section 292 of the Act |
FEES 3 Annex 3, part 2 |
On or before the date the application is made |
(i) An applicant for listing (under the listing rules) |
FEES 3 Annex 4, part 1 |
On or before the date the application is made |
(j) Applicant for approval as sponsor (under the listing rules) |
FEES 3 Annex 4, part 2 |
On or before the date the application is made |
(k) Issuers of tranches from debt issuance programmes and securitised derivative tranches |
FEES 3 Annex 4, part 1 |
An upfront fee is required per tranche for draw downs in the following 12 months |
(l) Under the listing rules, an issuer involved in specific events or transactions during the year where documentation is subject to a transaction vetting |
FEES 3 Annex 5, part 1, unless the transaction would come within the definition of significant transaction under category (q) in this table, in which case the fee payable under that category.2 |
On or before the date that relevant documentation is first submitted to the FSA |
(m) Under the prospectus rules, an issuer or person requesting approval or vetting of the documents arising in relation to specific events or transactions that it might be involved in during the year |
FEES 3 Annex 5, part 2, unless the transaction would come within the definition of significant transaction under category (q) in this table, in which case the fee payable under that category.2 |
On or before the date that relevant documentation is first submitted to the FSA |
(n) Applicants to be added to the list of designated investment exchanges |
50,000 |
On or before the date the application is made |
2(o) In connection with rules (or future rules) implementing the Capital Requirements Regulations 2006 (including any amendments): (i) a firm applying to the FSA for a waiver or concession (or guidance on the availability of either): or (ii) a firm'sEEA parent applying to its Home State regulator for the use of the Internal Ratings Based approach and the Home State regulator requesting the FSA's assistance in accordance with the Capital Requirements Regulations 2006 . 112 |
If the firm is applying to the FSA:2 (1) unless2 (2) applies, FEES 3 Annex 6;2 (2) (a) unless2 (b) applies a1firm submitting a second application for a waiver or concession or1guidance described in column (1) within 12 months of the first application (where the fee was paid in accordance with (1)) must pay 50% of the fee applicable to it under FEES 3 Annex 6, but only in respect of that second application (b) No fee is payable by a firm in relation to a successful application for a waiver or a concession based on a minded to grant decision in respect of the same matter following a complete application for guidance in accordance with prescribed submission requirements.1 (c) No fee is payable by a firm applying to its Home State regulator where the Home State regulator has requested the assistance of the FSAand the firm falls within Group 4 of Part 1 of FEES 3 Annex 6.2 212 |
Where the firm has made an application directly to the FSA, on or before the date the application is made, otherwise within 30 days after the FSA notifies the firm that its EEA parent's Home State regulator has requested the FSA's assistance.2 2 |
(p) A firm applying for a variation of its Part IV permission |
(1) Unless (2) applies, if the proposed new1 business of the firm would1 fall within one or more activity groups specified in Part 1 of FEES 4 Annex 1 not applicable before the application1, the fee is 50% of the highest of the tariffs set out in which apply to that application. (2) If the only change is that the1 A.12 activity group tariff applied to the firm's business before the variation and the A.13 activity group will apply after variation, no fee is payable(3) In all other cases, other than applications by credit unions, the fee payable is 250, unless the variation involves only the reduction (and no other increases) in the scope of a Part IV permission in which case no fee is payable.1 11 |
On or before the date the application is made |
2(q) A significanttransaction, being one where: (i) the issuer has a market capitalisation in excess of 1.5 billion and it is a new applicant for a primary listing under the listing rules, or involved in a reverse or hostile takeover or a significant restructuring; or (ii) the issuer has a market capitalisation in excess of 5 billion and is involved in a class 1 transaction or a transaction requiring vetting of an equity prospectus or equivalent document ; or (iii) the issuer is proposing a Depositary Receipt issue intended to raise more than 5billion. |
50,000 |
On or before the date that the relevant documentation is first submitted to the FSA.3 33 |
2(r) Providers of reporting or trade matching systems applying for recognition under MiFID as an Approved Reporting Mechanism. |
20,000 |
On or before the date the application is made. |
Sections 85 and 86 of the Act provide for when a prospectus approved by the FSA will be required:
85 |
(1) |
It is unlawful for transferable securities to which this subsection applies to be offered to the public in the United Kingdom unless an approved prospectus has been made available to the public before the offer is made. |
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(2) |
It is unlawful to request the admission of transferable securities to which this subsection applies to trading on a regulated market situated or operating in the United Kingdom unless an approved prospectus has been made available to the public before the request is made. |
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(3) |
A person who contravenes subsection (1) or (2) is guilty of an offence and liable – |
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(a) |
on summary conviction, to imprisonment for a term not exceeding 3 months or a fine not exceeding the statutory maximum or both; |
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(b) |
on conviction on indictment, to imprisonment for a term not exceeding 2 years or a fine or both. |
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(4) |
A contravention of subsection (1) or (2) is actionable, at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty. |
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(5) |
Subsection (1) applies to all transferable securities other than – |
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(a) |
those listed in Schedule 11A; |
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(b) |
such other transferable securities as may be specified in prospectus rules [see PR 1.2.2 R]. |
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(6) |
Subsection (2) applies to all transferable securities other than – |
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(a) |
those listed in Part 1 of Schedule 11A; |
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(b) |
such other transferable securities as may be specified in prospectus rules [see PR 1.2.3 R]. |
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(7) |
"Approved prospectus" means, in relation to transferable securities to which this section applies, a prospectus approved by the competent authority of the home State in relation to the issuer of the securities. |
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86 |
Exempt offers to the public |
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(1) |
A person does not contravene section 85(1) if – |
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(a) |
the offer is made to or directed at qualified investors only; |
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(b) |
the offer is made to or directed at fewer than 100 persons, other than qualified investors, per EEA State; |
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(c) |
the minimum consideration which may be paid by any person for transferable securities acquired by him pursuant to the offer is at least 50,000 euros (or an equivalent amount); |
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(d) |
the transferable securities being offered are denominated in amounts of at least 50,000 euros (or equivalent amounts); or |
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(e) |
the total consideration for the transferable securities being offered cannot exceed 100,000 euros (or an equivalent amount). |
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(2) |
Where - |
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(a) |
a person who is not a qualified investor ("the client") has engaged a qualified investor falling within Article 2.1(e)(i) of the prospectus directive to act as his agent; and |
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(b) |
the terms on which the qualified investor is engaged enable him to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client, |
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an offer made to or directed at the qualified investor is not to be regarded for the purposes of subsection (1) as also having been made to or directed at the client. |
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(3) |
For the purposes of subsection (1)(b), the making of an offer of transferable securities to – |
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(a) |
trustees of a trust, |
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(b) |
members of a partnership in their capacity as such, or |
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(c) |
two or more persons jointly, |
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is to be treated as the making of an offer to a single person. |
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(4) |
In determining whether subsection (1)(e) is satisfied in relation to an offer ("offer A"), offer A is to be taken together with any other offer of transferable securities of the same class made by the same person which – |
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(a) |
was open at any time within the period of 12 months ending with the date on which offer A is first made; and |
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(b) |
had previously satisfied subsection (1)(e). |
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(5) |
For the purposes of this section, an amount (in relation to an amount denominated in euros) is an "equivalent amount" if it is an amount of equal value denominated wholly or partly in another currency or unit of account. |
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(6) |
The equivalent is to be calculated at the latest practicable date before (but in any event not more than 3 working days before) the date on which the offer is first made. |
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(7) |
"Qualified investor" means – |
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(a) |
an entity falling within Article 2.1(e)(i), (ii) or (iii) of the prospectus directive; |
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(b) |
an investor registered on the register maintained by the [FSA] under section 87R; |
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(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. |