Related provisions for PERG 9.7.1

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PR 2.1.1UKRP

1Sections 87A(2), (3) and (4) of the Act provide for the general contents of a prospectus:

(2)

The necessary information is the information necessary to enable investors to make an informed assessment of –

(a)

the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the transferable securities and of any guarantor; and

(b)

the rights attaching to the transferable securities.

(3)

The necessary information must be presented in a form which is comprehensible and easy to analyse.

(4)

The necessary information must be prepared having regard to the particular nature of the transferable securities and their .
PR 2.1.2UKRP

Sections 87A(5) and (6) of the Act set out the requirement for a summary to be included in a prospectus:

(5)

The prospectus must include a summary (unless the transferable securities in question are ones in relation to which prospectus rules provide that a summary is not required).

(6)

The summary must, briefly and in non-technical language, convey the essential characteristics of, and risks associated with, the issuer, any guarantor and the transferable securities to which the prospectus relates.
PR 2.1.7RRP
The summary must also contain a warning to the effect that:(1) it should be read as an introduction to the prospectus;(2) any decision to invest in the transferable securities should be based on consideration of the prospectus as a whole by the investor; (3) where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of the EEA States, have to bear the costs of translating the prospectus
LR 15.2.4AGRP
1Although there is no restriction on an applicant taking a controlling stake in an investee company, to ensure a spread of investment risk an applicant should avoid:(1) cross-financing between the businesses forming part of its investment portfolio including, for example, through the provision of undertakings or security for borrowings by such businesses for the benefit of another; and(2) the operation of common treasury functions as between the applicant and investee compani
LR 15.2.8GRP
The information in the investment policy, including quantitative information concerning the exposures mentioned in LR 15.2.7 R, should be sufficiently precise and clear as to enable an investor to:(1) assess the investment opportunity;(2) identify how the objective of risk spreading is to be achieved; and(3) assess the significance of any proposed change of investment policy.
RCB 2.3.5GRP
Regulations 17(2)(d) (requirements on issuer relating to the asset pool) and 23(2) (requirements on owner relating to the asset pool) require the issuer of a regulated covered bond and the owner of the relevant asset pool to make arrangements so that the asset pool is of sufficient quality to give investors confidence that in the event of the failure of the issuer there will be a low risk of default in the timely payment by the owner of claims attaching to a regulated covered
RCB 2.3.15GRP
The FSA expects the issuer to demonstrate, as part of showing that Regulations 17 (general requirements on issuer in relation to the asset pool) and 24 (requirements on owner relating to the asset pool) of the RCB Regulations will be complied with, that there are provisions in the covered bond or programme which enable the views and interests of investors in the regulated covered bond to be taken account of in an appropriate and timely way by a suitably qualified, adequately resourced,
RCB 2.3.17GRP
(1) The FSA expects legal advice to deal adequately with at least the following matters in relation to the actual or proposed arrangements:(a) whether the transfer of the assets to the owner would be upheld in the event of liquidation or administration, or similar collective insolvency proceedings, of the issuer or the transferor (if different from the issuer);(b) the risk of the transfer of an asset to the owner being re-characterised as the creation of a security interest;(c)
PERG 2.7.7BGRP
The activity of arranging (bringing about) deals in investments is aimed at arrangements that would have the direct effect that a particular transaction is concluded (that is, arrangements that bring it about). The activity of making arrangements with a view to transactions in investments is aimed at cases where it may be said that the transaction is "brought about" directly by the parties. This is where this happens in a context set up by a third party specifically with a view
PERG 2.7.16GRP
The advice must also be given to someone who holds specified investments or is a prospective investor (including trustees, nominees or discretionary fund managers). This requirement excludes advice given to a person who receives it in another capacity. An example of this might be a tax professional to whom advice is given to inform the practice of his profession or advice given to an employer for the purposes of setting up a group personal pension scheme. Further guidance on the
PERG 8.4.20GRP
Activities which are purely profile raising and which do not identify and promote particular investments or investment services may not amount to either an invitation or inducement of any kind. Examples of this include where listed companies sponsor sporting events or simply put their name or logo on the side of a bus or on an umbrella. This is usually done with a view, among other things, to putting their names in the minds of potential investors or consumers. In other cases,
PERG 8.4.27GRP
A person ('A') may enquire:(1) whether another person is certified as a high net worth individual or a sophisticated investor so that A may determine whether an exemption applies; or(2) whether a person has received material sent to him; or(3) how a person might propose to react to a take-over offer. Enquiries of this or a similar kind will not amount to inducements to engage in investment activity unless they involve persuasion or incitement to do so. The enquiry may be accompanied
PERG 8.4.30GRP
The person who responds to the request for the material in the circumstances in PERG 8.4.29 G may make a financial promotion in the form of a covering letter or oral communication ('C'). This will not mean that the material accompanying C must itself be treated as an inducement. This will depend on the circumstances. The material itself would only become an inducement if it is turned into part of the financial promotion in C. For example, C may refer to the contents or part of
PERG 8.4.33GRP
Things such as help-lines for persons who wish to make an investment will not usually involve invitations or inducements to engage in investment activity. This is where their purpose is merely to explain or offer guidance on how to invest or to accept an offer. In such cases, the investor will already have decided to invest and there will be no element of persuasion on the part of the person giving the explanation or guidance.
DTR 2.2.5GRP
The reasonable investor test requires an issuer:(1) to take into account that the significance of the information in question will vary widely from issuer to issuer, depending on a variety of factors such as the issuer's size, recent developments and the market sentiment about the issuer and the sector in which it operates; and(2) to assume that a reasonable investor will make investment decisions relating to the relevant financial instrument to maximise his economic self in
DTR 2.2.6GRP
It is not possible to prescribe how the reasonable investor test will apply in all possible situations. Any assessment should take into consideration the anticipated impact of the information in light of the totality of the issuer's activities, the reliability of the source of the information and other market variables likely to affect the relevant financial instrument in the given circumstances. However, information which is likely to be considered relevant to a reasonable investor's
COLL 9.3.2RRP
An operator of a scheme recognised under section 272 of the Act must ensure the prospectus:(1) contains a statement that "Complaints about the operation of the scheme may be made to the FSA."; and(2) states whether or not investors in the scheme would be covered by the compensation scheme, and if so, it must state how they are covered and who they would need to contact for further information.
BIPRU 9.4.8RRP
Where there is a clean-up call option, the following conditions must be satisfied:(1) the clean-up call option is exercisable at the discretion of the originator;(2) the clean-up call option may only be exercised when 10% or less of the original value of the exposuressecuritised remains unamortised; and(3) the clean-up call option is not structured to avoid allocating losses to credit enhancement positions or other positions held by investors and is not otherwise structured to
BIPRU 9.4.9RRP
The securitisation documentation must not contain clauses that:(1) other than in the case of early amortisation provisions, require positions in the securitisation to be improved by the originator including but not limited to altering the underlying credit exposures or increasing the yield payable to investors in response to a deterioration in the credit quality of the securitised exposures; or(2) increase the yield payable to holders of positions in the securitisation in response
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 5.4.6GRP
(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
RCB 4.2.3GRP
(1) When deciding whether to take enforcement action under Part 7 of the RCB Regulations, and what form that enforcement action should take, the FSA will consider all relevant factors, including:(a) the relevant factors on decisions to take action set out in DEPP 6.2.1 G;(b) whether any contractual or other arrangements agreed between the parties can be used effectively to address any perceived failure under the RCB Regulations; and(c) the interests of investors in the relevant
RCB 4.2.5GRP
When considering whether to impose a financial penalty, the amount of penalty, and whether to impose the penalty on the issuer or the owner, the FSA will have regard, where relevant to:(1) the statement on determining the appropriate level of a financial penalty in DEPP 6.5;(2) the particular arrangements between the issuer and the owner; (3) the likely impact of the penalty on the interests of investors in a regulated covered bond; and(4) the conduct of the issuer or the own
PR 2.2.5RRP
If PR 2.2.4 R applies, the securities note must provide information that would normally be provided in the registration document ifthere has been a material change or recent development which could affect investor's assessments since the latest updated registration document, or any supplementary prospectus, was approved. The securities note and summary shall be subject to a separate approval. [Note: article 12.2 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.
COLL 6.4.3GRP
(1) This section deals with matters relating to the register of unitholders of units in an AUT including its establishment and contents. The manager or trustee may be responsible for the register. In any event, the person responsible for the register must be stated in the trust deed and this section details what his duties are. The provisions relating to documentsevidencingtitle to units, including the issue of bearer certificates are dependent on the provisions in the trust deed
PR 5.6.1RRP
Where, in relation to an offer in the United Kingdom, no prospectus is required under the Act, the issuer and offeror must ensure that material information they provide to qualified investors or special categories of investors, including information disclosed in the context of meetings relating to offers, is disclosed to all qualified investors or special categories of investors to whom the offer is exclusively addressed. [Note: article 15.5 PD]
PR 5.6.3GRP
Under sections 87K and 87L of the Act, the FSA has various powers including powers to prohibit or suspend an offer and to prohibit or suspend an advertisement. The FSA will use these powers if it is necessary to protect investors or the smooth operation of the market is, or may be, jeopardised.
PR 2.4.5RRP
When information is incorporated by reference, a cross reference list must be provided in the prospectus to enable investors to identify easily specific items of information. The cross reference list must specify where the information can be accessed by investors. [Note: article 11.2 PD]
PR 2.4.6EURP

Article 28 of the PD Regulation provides examples of information that may be incorporated by reference:

Arrangements for incorporation by reference

1.

Information may be incorporated by reference in a prospectus or base prospectus, notably if it is contained in one the following documents:

(1)

annual and interim financial information;

(2)

documents prepared on the occasion of a specific transaction such as a merger or demerger;

(3)

audit reports and financial statements;

(4)

memorandum and articles of association;

(5)

earlier approved and published prospectuses and/or base prospectuses;

(6)

regulated information;

(7)

circulars to security holders.

2.

The documents containing information that may be incorporated by reference in a prospectus or base prospectus or in the documents composing it shall be drawn up following the provisions of [PR 4.1 (Use of languages)].

3.

If a document which may be incorporated by reference contains information which has undergone material changes, the prospectus or base prospectus shall clearly state such a circumstance and shall give the updated information.

4.

The issuer, the offeror or the person asking for admission to trading on a regulated market may incorporate information in a prospectus or base prospectus by making reference only to certain parts of a document, provided that it states that the non-incorporated parts are either not relevant for the investor or covered elsewhere in the prospectus.

5.

When incorporating information by reference, issuers, offerors or persons asking for admission to trading on a regulated market shall endeavour not to endanger investor protection in terms of comprehensibility and accessibility of the information.
BIPRU 9.1.6RRP
The risks arising from securitisation transactions in relation to which a firm is originator or sponsor must be evaluated and addressed through appropriate policies and procedures, to ensure in particular that the economic substance of the transaction is fully reflected in the risk assessment and management decisions.[Note:BCD Annex V point 8]
BIPRU 9.1.9GRP
BIPRU 9 deals with:(1) requirements for originators and sponsors of securitisations of non-trading bookexposures; and(2) the calculation of risk weighted exposure amount for securitisation positions for the purposes of calculating either the credit risk capital component or the counterparty risk capital component.
COLL 3.3.2GRP
(1) The instrument constituting the scheme may provide for different classes of unit to be issued in an authorised fund and, for a scheme which is an umbrella, provide that classes of units may be issued for each sub-fund.(2) In order to be satisfied that COLL 3.2.2 R (Relationship between the instrument constituting the schemeand the rules) is complied with, the FSA will take into account the principles in (a) to (c) when considering proposals for unit classes:(a) a unit class
COLL 3.3.5BGRP
(1) 1Before undertaking a currencyclass hedging transaction for a class of units, the authorised fund manager should:(a) ensure that the relevant prospectus clearly:(i) states that such a transaction may be undertaken for the relevant class of currency class units; and(ii) explains the nature of the risks that such a transaction may pose to investors in all classes;(b) consult the depositary about the adequacy of the systems and controls it uses to ensure compliance with COLL
PR 3.3.2RRP
An advertisement relating to an offer or to an admission to trading must not be issued unless:(1) it states that a prospectus has been or will be published and indicates where investors are, or will be, able to obtain it;(2) it is clearly recognisable as an advertisement;(3) information in the advertisement is not inaccurate, or misleading; and(4) information in the advertisement is consistent with the information contained in the prospectus, if already published, or with the
PR 3.3.3GRP
To comply with PR 3.3.2 R, a written advertisement should also contain a bold and prominent statement to the effect that it is not a prospectus but an advertisement and investors should not subscribe for any transferable securities referred to in the advertisement except on the basis of information in the prospectus.
REC 2.7.1UKRP

Schedule to the Recognition Requirements Regulations, Paragraph 4(2)(a)

2Without prejudice to the generality of sub-paragraph [4(1)], the [UK RIE] must ensure that -

access to the [UK RIE's] facilities is subject to criteria designed to protect the orderly functioning of the market and the interests of investors and is in accordance with paragraph 7B;
REC 2.7.3GRP
In assessing whether access to a UK recognised body's facilities is subject to criteria designed to protect the orderly functioning of the market, or of those facilities, and the interests of investors, the FSA may have regard to whether: (1) the UK recognised body limits access as a member to persons:(a) over whom it can with reasonable certainty enforce its rules contractually;(b) who have sufficient technical competence to use its facilities;(c) whom it is appropriate to admit
REC 4.5.4GRP

The Companies Act 1989: section 166

The FSA may issue a "positive" direction (to take action) under section 166(2)(a) of the Companies Act 1989:

Where in any case a [UK RIE] or [UK RCH] has not taken action under itsdefault rules- if it appears to [the FSA] that it could take action, [the FSA may direct it to do so,

but under section 166(3)(a) of the Companies Act 1989:

Before giving such a direction the [FSA] shall consult the [UK RIE] or [UK RCH] in question; and [the FSA] shall not give a direction unless [the FSA] is satisfied, in the light of that consultation that failure to take action would involve undue risk to investors or other participants in the market,

The FSA may issue a "negative" direction (not to take action) under section 166(2)(b) of the Companies Act 1989:

Where in any case a [UK RIE] or [UK RCH] has not taken action under its default rules - if it appears to the [FSA] that it is proposing to take or may take action, [the FSA] may direct it not to do so.

but under section 166(3)(b) of the Companies Act 1989:

Before giving such a direction the [FSA] shall consult the [UK RIE] or [UK RCH] in question; and the [FSA] shall not give a direction unless [the FSA] is satisfied, in the light of that consultation that the taking of action would be premature or otherwise undesirable in the interests of investors or other participants in the market.
REC 4.5.8GRP
Under section 166(7) of the Companies Act 1989, where a UK recognised body has taken action either of its own accord or in response to a direction, the FSA may direct it to do or not to do specific things subject to these being within the powers of the UK recognised body concerned under its default rules. However, the FSA cannot give such a direction unless it is satisfied that this will not impede or frustrate the proper and efficient conduct of the default proceedings.