Related provisions for SUP App 3.6.1
Sections 87H and 87I of the Act provide:
Prospectus approved in another EEA State |
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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 – |
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(a) |
a certificate of approval; |
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(b) |
a copy of the prospectus as approved; and |
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(c) |
if requested by the [FSA], a translation of the summary of the prospectus. |
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(2) |
A document is not a certificate of approval unless it states that the prospectus – |
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(a) |
has been drawn up in accordance with the prospectus directive; and |
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(b) |
has been approved, in accordance with that directive, by the competent authority providing the certificate. |
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(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. |
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(4) |
“Prospectus” includes a supplementary prospectus. |
Provision of information to host Member State |
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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; |
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(b) |
a copy of the specified prospectus (as approved by the [FSA]); and |
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(c) |
a translation of the summary of the specified prospectus (if the request states that one has been requested by the other competent authority). |
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(2) |
Only the following may make a request under this section – |
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(a) |
the issuer of the transferable securities to which the specified prospectus relates; |
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(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; |
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(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. |
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(3) |
A certificate of approval must state that the prospectus – |
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(a) |
has been drawn up in accordance with this Part and the prospectus directive; and |
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(b) |
has been approved, in accordance with those provisions, by the [FSA]. |
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(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. |
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(5) |
The [FSA] must comply with a request under this section – |
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(a) |
if the prospectus has been approved before the request is made, within 3 working days beginning with the date of the request; or |
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(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. |
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(6) |
“Prospectus” includes a supplementary prospectus. |
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(7) |
“Specified” means specified in a request made for the purposes of this section. |
Table Application of Exemptions to Forms of Promotions
Financial Promotion Order |
Applies to |
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Article No. |
Title and PERG 8 reference (where applicable) |
Unsolicited real time |
Solicited real time |
Non-real time (solicited or unsolicited) |
12 |
Communications to overseas recipients (8.12.2G) |
*1 |
* |
* |
13 |
Communications from customers and potential customers (8.12.9G) |
* |
* |
* |
14 |
Follow up non-real time communications and solicited real time communications (8.12.10G) |
* |
* |
|
15 |
Introductions (8.12.11G) |
* |
* |
*1 |
16 |
Exempt persons (8.12.12G) |
*2 |
*3 |
*3 |
17 |
Generic promotions (8.12.14G and 8.21.4G) |
* |
* |
* |
17A1 |
Communications caused to be made or directed by unauthorised persons (8.6.7AG) |
* |
* |
* |
18 |
Mere conduits (8.12.18G) |
* |
* |
* |
18A |
Outgoing electronic commerce communications: mere conduits, caching and hosting (8.12.18G)1 |
* |
* |
* |
19 |
Investment professionals (8.12.21G and 8.21.5G) |
* |
* |
* |
20 |
Communications by journalists (8.12.23G) |
* |
||
20A |
Promotion broadcast by company director etc (8.12.23G and 8.21.6G) |
* |
* |
* |
20B |
Incoming electronic commerce communications (8.12.38G) |
* |
* |
* |
22 |
Deposits : non-real time communications (8.13) |
* |
||
23 |
Deposits : real time communications (8.13) |
* |
* |
|
24 |
Relevant insurance activity : non-real time communications (8.13) |
* |
||
25 |
Relevant insurance activity : non-real time communications : reinsurance and large risks (8.13) |
* |
||
26 |
Relevant insurance activity : real time communications (8.13) |
* |
* |
|
28 |
One-off non-real time communications and solicited real time communications (8.14.3G) |
* |
* |
|
28A |
One-off unsolicited real time communications (8.14.11G) |
* |
||
28B1 |
Real time communications: introductions in connection with qualifying credit (8.17.12G) |
* |
* |
|
29 |
Communications required or authorised by enactments |
* |
* |
* |
30 |
Overseas communicators: solicited real time communications (8.14.15G) |
* |
||
31 |
Overseas communicators: non-real time communications to previously overseas customers (8.14.17G) |
* |
||
32 |
Overseas communicators: unsolicited real time communications to previously overseas customers (8.14.16G) |
* |
||
33 |
Overseas communicators: unsolicited real time communications to knowledgeable customers (8.14.16G) |
* |
||
34 |
Governments, central banks etc |
* |
* |
|
35 |
Industrial and provident societies |
* |
* |
|
36 |
Nationals of the EEA States other than United Kingdom (8.14.18G) |
* |
* |
|
37 |
Financial markets |
* |
* |
|
38 |
Persons in the business of placing promotional material |
* |
* |
* |
39 |
Joint enterprises (8.14.19G) |
* |
* |
* |
40 |
Participants in certain recognised collective investment schemes |
* |
* |
|
41 |
Bearer instruments: promotions required or permitted by market rules (8.14.42G) |
* |
* |
|
42 |
Bearer instruments: promotions to existing holders (8.14.42G) |
* |
* |
|
43 |
Members and creditors of certain bodies corporate (8.14.41G and 8.21.8G) |
* |
* |
|
44 |
Members and creditors of open-ended investment companies |
* |
* |
|
45 |
Group companies |
* |
* |
* |
46 |
Qualifying credit to bodies corporate (8.17.10G)1 |
* |
* |
* |
47 |
Persons in the business of disseminating information (8.21.10G) |
* |
* |
* |
48 |
Certified high net worth individuals (8.14.21G) |
* |
* |
|
49 |
High net worth companies, unincorporated associations etc (8.14.25G) |
* |
* |
* |
50 |
Sophisticated investors (8.14.27G) |
* |
* |
* |
50A |
Self-certified sophisticated investors {8.14.28AG) |
*5 |
* |
* |
51 |
Associations of high net worth or sophisticated investors (8.14.29G) |
* |
* |
|
52 |
Common interest group of a company (8.14.30G) |
* |
* |
|
53 |
Settlors, trustees and personal representatives |
* |
* |
* |
54 |
Beneficiaries of trust, will or intestacy |
* |
* |
* |
55 |
Communications by members of professions (8.15.1G) |
* |
* |
|
55A |
Non-real time communication by members of the professions. (8.15.5G) |
* |
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56 |
Remedy following report by Parliamentary Commissioner for Administration |
* |
* |
* |
57 |
Persons placing promotional material in particular publications |
* |
* |
* |
58 |
Acquisition of interest in premises run by management companies |
* |
* |
|
59 |
Annual accounts and directors' report (8.21.11G) |
* |
* |
* |
60 |
Participation in employee shares schemes |
* |
* |
* |
61 |
Sale of goods and supply of services |
* |
* |
|
62 |
Sale of body corporate (8.14.35G) |
* |
* |
* |
64 |
Takeovers of relevant unlisted companies |
* |
* |
* |
65 |
Takeovers of relevant unlisted companies: warrants etc |
* |
* |
* |
66 |
Takeovers of relevant unlisted companies: application forms |
* |
* |
* |
67 |
Promotions required or permitted by market rules (8.21.13G) |
* |
* |
|
68 |
Promotions in connection with admission to certain EEA markets (8.21.16G) |
* |
* |
|
69 |
Promotions of securities already admitted to certain markets (8.21.17G) |
* |
*1 |
|
701 |
Promotions included in listing particulars etc (8.21.20G)1 |
*1 |
||
711 |
Material relating to prospectus for public offer of unlisted securities |
*1 |
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721 |
Pension products offered by employers (8.14.40A) |
* |
* |
* |
731 |
Advice centres (8.14.40B) |
* |
* |
* |
1 in limited circumstances only – see article 12(2) of the Financial Promotion Order |
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2 for the purpose of article 16 (2) only |
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3 for the purpose of article 16 (1) only1 |
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 |
(i) a firm applying to the FSA for permission to use one of the advanced prudential calculation approaches listed in FEES 3 Annex 6 R (or guidance on its availability), including any future proposed amendments to those approaches or (in the case of any application being made for such permission to the FSA as EEA consolidated supervisor under the ) any firm making such an application ;5 or (ii) in the case of an application to 5a Home State regulator other than the FSA5for 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 , any firm to which the FSA would have to apply any decision to permit the use of that approach.5 112555 |
(1) Unless5 (2) applies, FEES 3 Annex 6.5 (2) (a) Unless5 (b) applies a1firm submitting a second application for the permission or5guidance 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 permission5 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 where the Home State regulator has requested the assistance of the FSAas described in paragraph (o)(ii) of column 1 except in the cases specified in 5FEES 3 Annex 6.2 5251255555 |
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.5 |
5(s) In the case of an insurance business transfer scheme, a transferor. Note - for the purpose of this paragraph an insurance business transfer scheme consists of a single transferor and a single transferee. Where however such a scheme is part of a single larger scheme, that larger scheme is treated as a single insurance business transfer scheme. If an insurance business transfer scheme includes more than one transferor in accordance with this paragraph, the transferors are liable to pay the fee under column (2) jointly. |
Either (1) or (2) as set out below: (1) In the case of an insurance business transfer scheme involving long term insurance business, 18,500; or (2) in the case of an insurance business transfer scheme not involving long term insurance business, 10,000. |
On or before any application is made to the FSA for the appointment of a person as an independent expert. |