Related provisions for PERG 6.6.1
Table: list of general guidance to be found in PERG.
Chapter: |
Applicable to: |
About: |
Authorisation and regulated activities |
|
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Issuing e-money |
a person who needs to know
|
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Regulated activities connected with mortgages |
any person who needs to know whether the activities he conducts in relation to mortgages are subject to FSA regulation. This is likely to include:
|
the scope of relevant orders (in particular, the Regulated Activities Order) as respects activities concerned with mortgages |
Insurance mediation activities |
any person who needs to know whether he carries on insurance mediation activities and is, thereby, subject to FSA regulation. This is likely to include:
|
the scope of relevant orders (in particular, the Regulated Activities Order) as respects activities concerned with the sale or administration of insurance |
Identification of contracts of insurance |
any person who needs to know whether a contract with which he is involved is a contract of insurance |
the general principles and range of specific factors that the FSA regards as relevant in deciding whether any arrangement is a contract of insurance |
Periodical publications, news services and broadcasts: application for certification |
any person who needs to know whether he will be regulated for providing advice about investments through the medium of a periodical publication, a broadcast or a news service |
|
Financial promotion and related activities |
any person who needs to know
|
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Meaning of open-ended investment company |
any person who needs to know whether a body corporate is an open-ended investment company as defined in section 236 of the Act (Open-ended investment companies) and is therefore a collective investment scheme. |
the circumstances in which a body corporate will be an open-ended investment company |
Activities related to pension schemes |
Any person who needs to know whether his activities in relation to pension schemes will amount to regulated activities or whether the restriction in section 21 of the Act will apply to any financial promotions he may make.1 1 |
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Property investment clubs and land investment schemes |
Any person who needs to know whether his activities in relation to property investment clubs and land investment schemes will amount to regulated activities or whether the restriction in section 21 of the Act will apply to any financial promotions he may make. |
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Running or advising on personal pension schemes |
any person who needs to know whether his activities in relation to establishing, running, advising on or marketing personal pension schemes will amount to regulated activities |
the regulated activities that arise in connection with establishing, running, advising on or marketing personal pension schemes and any exclusions that may be relevant |
Guidance on the scope of the Markets in Financial Instruments Directive and the recast Capital Adequacy Directive 5 |
Any UK person who needs to know whether MiFID or the recast CADas implemented in the UK apply to him5 |
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Home reversion and home finance activities |
Any person who needs to know whether his activities in relation to home reversion plans or home purchase plans will amount to regulated activities or whether the restriction in section 21 of the Act will apply to any financial promotions he may make. |
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Types of activity – are they regulated activities and, if so, why?
Type of activity |
Is it a regulated activity? |
Rationale |
MARKETING AND EFFECTING INTRODUCTIONS |
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Passive display of information -for example, medical insurance brochures in doctor’s surgery (whether or not remuneration is received for this activity) |
No. |
Merely displaying information does not constitute making arrangements under article 25(2) (see PERG 5.6.4 G). |
Recommending a broker/insurance undertaking and providing customer with contact details (whether by phone, fax, e-mail, face-to-face or any other means of communication) |
Yes, but article 72C may be available. |
This will constitute making arrangements under article 25(2). But, the exclusion in article 72C will apply if all the intermediary does is supply information to the customer and the conditions of article 72C are otherwise met (see PERG 5.6.5 G to PERG 5.6.9 G). Generally, this will not amount to advice under article 53 unless there is an implied recommendation of a particular policy (see PERG 5.8.4 G), in which case article 72C would not be available. |
Providing an insurance undertaking/broker with contact details of customer |
Yes. |
This will constitute making arrangements under article 25(2) when undertaken in the context of regular or ongoing arrangements for introducing customers. Article 72C will not apply because the information is supplied to someone other than the policyholder or potential policyholder. |
Marketing on behalf of insurance undertaking to intermediaries only (for example, broker consultants) |
Yes. |
This amounts to work preparatory to the conclusion of contracts of insurance and so constitutes making arrangements under article 25(2). Article 72C is not available because this activity does not involve provision of information to the policyholder or potential policyholder only. |
Telemarketing services (that is, companies specialising in marketing an insurance undertaking's products/services to prospective customers) |
Yes. |
This amounts to introducing and/or other work preparatory to the conclusion of contracts of insurance and so constitutes making arrangements under article 25(2). This could also involve article 25(1) arranging where the telemarketing company actually sells a particular policy and could involve advising on investments. Article 72C will not be available where the provision of information is more than incidental to the telemarketing company’s main business or where the telemarketing company is advising on investments. |
PRE-PURCHASE DISCUSSIONS WITH CUSTOMERS AND ADVICE |
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Discussion with client about need for insurance generally/need to take out a particular type of insurance |
Generally, no. Article 72C available if needed. |
Not enough, of itself, to constitute making arrangements under article 25(2), but you should consider whether, viewed as a whole, your activities might amount to arranging. If so, article 72C might be of application (see PERG 5.6.5 G to PERG 5.6.9 G). |
Advising on the level of cover needed |
Generally, no. Article 72C available if needed. |
Not enough, of itself, to constitute making arrangements under article 25(2), but you should consider whether, viewed as a whole, your activities might amount to making arrangements under article 25(2) (see PERG 5.8.3 G). If so, article 72C might be of application (see PERG 5.6.5 G to PERG 5.6.9 G). |
Pre-purchase questioning in the context of filtered sales (intermediary asks a series of questions and then suggests several policies which suit the answers given) |
Yes. Subject to article 72 C exclusion where available. |
This will constitute arranging although article 72C may be of application (see PERG 5.6.5 G to PERG 5.6.9 G). If there is no express or implied recommendation of a particular policy, this activity will not amount to advice under article 53 (see PERG 5.8.15 G to PERG 5.8.19 G). |
Explanation of the terms of a particular policy or comparison of the terms of different policies |
Possibly. Article 72C available. |
This is likely to amount to making arrangements under article 25(2). In certain circumstances, it could involve advising on investments (see PERG 5.8.8 G (Advice or information)). Where the explanation is provided to the potential policyholder, and does not involve advising on investments, article 72C may be of application (see PERG 5.6.5 G to PERG 5.6.9 G), and where information is provided by a professional in the course of a profession, article 67 may apply (see PERG 5.11.9 G to PERG 5.11.12 G). |
Advising that a customer take out a particular policy |
Yes. |
This amounts to advice on the merits of a particular policy under article 53 (see PERG 5.8.4 G to PERG 5.8.5 G). |
Advising that a customer does not take out a particular policy |
Yes. |
This amounts to advice on the merits of a particular policy under article 53 (see PERG 5.8.4 G to PERG 5.8.5 G). |
Advice by journalists in newspapers, broadcasts etc. |
Generally, no because of the article 54 exclusion. |
Article 54 provides an exclusion for advice given in newspapers etc (see PERG 5.8.24 G to PERG 5.8.25 G). |
Giving advice to a customer in relation to his buying a consumer product, where insurance is a compulsory secondary purchase and/or a benefit that comes with buying the product |
Not necessarily but depends on the circumstances. |
Where the advice relates specifically to the merits of the consumer product, it is possible that references to the accompanying insurance may be seen to be information and not advice. If, however, the advice relates, in part, to the merits of the insurance element, then it will be regulated activity. |
ASSISTING CUSTOMERS WITH COMPLETING/SENDING APPLICATION FORMS |
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Providing information to customer who fills in application form |
Possibly. Subject to article 67 or 72C exclusions where available. |
This activity may amount to arranging although the exclusions in article 67 (see PERG 5.11.9 G to PERG 5.11.12 G) and article 72C (see PERG 5.6.5 G to PERG 5.6.9 G) may be of application. |
Helping a potential policyholder fill in an application form |
Yes. |
This activity amounts to arranging. Article 72C will not apply because this activity goes beyond the mere provision of information to a policyholder or potential policyholder (see PERG 5.6.5 G to PERG 5.6.9 G). |
Receiving completed proposal forms for checking and forwarding to an insurance undertaking (for example, an administration outsourcing service provider that receives and processes proposal forms) |
Yes. |
This amounts to arranging. Article 72C does not apply because this activity goes beyond the mere provision of information to a policyholder or potential policyholder (see PERG 5.6.5 G to PERG 5.6.9 G). |
Assisting in completion of proposal form and sending to insurance undertaking |
Yes. |
This activity amounts to arranging. Article 72C does not apply because this activity goes beyond the mere provision of information (see PERG 5.6.5 G to PERG 5.6.9 G). |
NEGOTIATING AND CONCLUDING CONTRACTS OF INSURANCE |
||
Negotiating terms of policy on behalf of a customer with the insurance undertaking |
Yes. |
This activity amounts to arranging (see PERG 5.6.2 G). |
Negotiating terms of policy on behalf of insurance undertaking with the customer and signing proposal form on his behalf |
Yes. |
These activities amount to both arranging and dealing in investments as agent. |
Concluding a contract of insurance on insurance company’s behalf, for example, motor dealer who has authority to conclude insurance contract on behalf of insurance undertaking when selling a car |
Yes. |
A person carrying on this activity will be dealing in investments as agent. He will also be arranging (as the article 28 exclusion only applies in the limited circumstances envisaged under article 28(3)) (see PERG 5.6.12 G). |
Agreeing, on behalf of a prospective policyholder, to buy a policy. |
Yes. |
A person who, with authority, enters into a contract of insurance on behalf of another is dealing in investments as agent under article 21, and will also be arranging. |
Providing compulsory insurance as a secondary purchase |
Yes. It will amount to dealing in investments as agent or arranging. |
The fact that the insurance is secondary to the primary product does not alter the fact that arranging the package involves arranging the insurance. |
COLLECTION OF PREMIUMS |
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Collection of cheque for premium from the customer at the pre-contract stage. |
Yes (as part of arranging). |
This activity is likely to form part of arranging. But the mere collection/receipt of premiums from the customer is unlikely, without more, to amount to arranging. |
Collection of premiums at post-contract stage |
No. |
The mere collection of premiums from policyholders is unlikely, without more, to amount to assisting in the administration and performance of a contract of insurance. |
MID-TERM ADJUSTMENTS AND ASSIGNMENTS |
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Solicitors or licensed conveyancers discharging client instructions to assign contracts of insurance. |
Not where article 67 applies. |
As the assignment of rights under a contract of insurance (as opposed to the creation of new contracts of insurance) does not fall within the IMD, article 67 is of potential application (see PERG 5.11.9 G to PERG 5.11.12 G). |
Making mid-term adjustments to a policy, for example, property manager notifies changes to the names of the leaseholders registered as “interested parties” in the policy in respect of the property. |
Yes. |
Assuming the freeholder (as policyholder) is obliged under the terms of the policy to notify the insurance undertaking of changes to the identity of the leaseholders, the property manager is likely to be assisting in the administration and the performance of the contract of insurance. |
TRADED ENDOWMENT POLICIES (“TEPs”) |
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Making introductions for the purposes of selling TEPs |
Yes, unless article 72C applies. |
Making introductions for these purposes is arranging unless article 72C applies (see PERG 5.6.5 G to PERG 5.6.9 G). The exclusions in article 29 (Arranging deals with or through authorised persons) and 33 (Introducing) no longer apply to arranging contracts of insurance. |
Market makers in TEPs |
Yes, although the exclusion in article 28 may apply. |
Unauthorised market makers can continue to make use of the exclusions in articles 15 (Absence of holding out etc.) and 16 (Dealing in contractually based investments), where appropriate. In order to avoid the need for authorisation in respect of arranging they may be able to rely upon article 28 (see PERG 5.6.12 G). |
ASSISTING POLICYHOLDER WITH MAKING A CLAIM |
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Merely providing information to the insured to help him complete a claim form |
No. |
Of itself, this is likely to amount to assisting in the administration but not the performance of a contract of insurance. In the FSA's view, the provision of information in these circumstances is more akin to facilitating performance of a contract of insurance rather than assisting in the performance (see PERG 5.7.3 G to PERG 5.7.5 G) |
Completion of claim form on behalf of insured |
Potentially. |
This activity amounts to assisting in the administration of a contract of insurance. Whether this activity amounts to assisting in the administration and performance of a contract of insurance will depend upon whether a person's assistance in filling in a claims form is material to whether performance of the contractual obligation to notify a claim takes place (see PERG 5.7.2 G to PERG 5.7.3 G). |
Notification of claim to insurance undertaking and helping negotiate its settlement on the policyholder's behalf |
Yes. |
This activity amounts to assisting in the administration and performance of a contract of insurance (see PERG 5.7.4 G). |
ASSISTING INSURANCE UNDERTAKING WITH CLAIMS BY POLICYHOLDERS |
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Negotiation of settlement of claims on behalf of an insurance undertaking |
No. |
Claims management on behalf of an insurance undertaking does not amount to assisting in the administration and performance of a contract of insurance by virtue of the exclusion in article 39B (see PERG 5.7.7 G). |
Providing information to an insurance undertaking in connection with its investigation or assessment of a claim |
No. |
This activity does not amount to assisting in the administration and performance of a contract of insurance. |
Loss adjusters and claims management services (for example, by administration outsourcing providers) |
Potentially. |
These activities may amount to assisting in the administration and performance of a contract of insurance. Article 39B excludes these activities, however, when undertaken on behalf of an insurance undertaking only (see PERG 5.7.7 G). |
Providing an expert appraisal of a claim |
No. |
This activity does not amount to assisting in the administration and performance of a contract of insurance whether carried out on behalf of an insurance undertaking or otherwise. |
Jeweller repairs customer’s jewellery pursuant to a policy which permits the jeweller to carry out repairs |
No. |
This activity does not amount to assisting in the administration and performance of a contract of insurance. It amounts to managing claims on behalf of an insurance undertaking and so falls within the exclusion in article 39B (see PERG 5.7.7 G). |
1Note: The following definitions relevant to the listing rules are extracted from the Glossary.
Act |
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admission or admission to listing |
admission of securities to the official list . |
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admission to trading |
admission of securities to trading on an RIE's market for listedsecurities. |
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advertisement |
(as defined in the PD Regulation) announcements: |
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(a) |
relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and |
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(b) |
aiming to specifically promote the potential subscription or acquisition of securities. |
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applicant |
an issuer which is applying for admission of securities. |
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asset backed security |
(as defined in the PD Regulation) securities which: |
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(1) |
represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable there under; or |
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(2) |
are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets. |
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associate |
in relation to a director, substantial shareholder, or person exercising significant influence, who is an individual: 6 |
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(1) |
that individual's spouse , civil partner 2or child (together "the individual's family"); |
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(2) |
the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are related parties; |
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(3) |
any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able: (a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or (b) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters. |
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For the purpose of paragraph (3), if more than one director of the listedcompany, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those directors and their associates will be aggregated when determining whether that company is an associate of the director. |
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in relation to a substantial shareholder or person exercising significant influence, which is a company: 6 |
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(1) |
any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking; |
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(2) |
any company whose directors are accustomed to act in accordance with the substantial shareholder's or person exercising significant influence's directions or instructions;6 66 |
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(3) |
any company in the capital of which the substantial shareholder or person exercising significant influence and any other companyunder paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (3)(a) or (b) above of this definition.6 |
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authorised person |
(in accordance with section 31 of the Act (Authorised persons)) one of the following: |
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(a) |
a person who has a Part IV permission to carry on one or more regulated activities; |
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(b) |
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(c) |
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(d) |
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(e) |
an ICVC; |
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(f) |
the Society of Lloyd's. |
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authorised property unit trust |
a unit trust scheme authorised by the FSA and which is a property scheme or an umbrella scheme each separate part of which would qualify as a property scheme if it were a separate authorised unit trust scheme. |
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bank |
(a) |
a firm with a Part IV permission which includes accepting deposits, and:
|
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(b) |
an EEA bank which is a full credit institution. |
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base prospectus |
a base prospectus referred to in PR 2.2.7 R |
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book value of property |
(in relation to a property company) the value of a property (which is not classified as a net current asset) before the deduction of mortgages or borrowings as shown in the company's latest annual report and accounts. |
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break fee |
a fee payable by a listed company if certain specified events occur which have the effect of materially impeding a transaction or causing the transaction to fail. |
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building block |
(as defined in the PD Regulation) a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up. |
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business day |
(1) |
(in relation to anything done or to be done in (including to be submitted to a place in) any part of the United Kingdom), any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in that part of the United Kingdom; |
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(2) |
(in relation to anything done or to be done by reference to a market outside the United Kingdom) any day on which that market is normally open for business. |
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Buy-back and Stabilisation Regulation |
Commission Regulation (EC) of 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003). |
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CARD |
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certificate representing certain securities |
the investment specified in article 80 of the Regulated Activities Order (Certificates representing certain securities), which is in summary: a certificate or other instrument which confers contractual or property rights (other than rights consisting of options): |
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(a) |
in respect of any share, debenture, government and public security or warrant) held by a person other than the person on whom the rights are conferred by the certificate or instrument; and |
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(b) |
the transfer of which may be effected without requiring the consent of that person; |
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but excluding any certificate or other instrument which confers rights in respect of two or more investments issued by different persons or in respect of two or more different government and public securities issued by the same person. |
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certificate representing debt securities |
a certificate representing certain securities where the certificate or other instrument confers rights in respect of debentures or government and public securities. |
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certificate representing equity securities |
a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity securities. |
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certificate representing shares |
a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity shares. |
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CESR recommendations |
the recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses no 809/2004 published by the Committee of European Securities Regulators. |
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charge |
(in relation to securitised derivatives) means any payment identified under the terms and conditions of the securitised derivatives. |
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Chinese wall |
an arrangement that requires information held by a person in the course of carrying on one part of its business to be withheld from, or not to be used for, persons with or for whom it acts in the course of carrying on another part of its business. |
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circular |
any document issued to holders of listed securities including notices of meetings but excluding prospectuses, listing particulars, annual reports and accounts, interim reports, proxy cards and dividend or interest vouchers. |
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class |
securities the rights attaching to which are or will be identical and which form a single issue or issues. |
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class 1 acquisition |
a class 1 transaction that involves an acquisition by the relevant listed company or its subsidiary undertaking. |
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class 1 circular |
a circular relating to a class 1 transaction. |
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class 1 disposal |
a class 1 transaction that consists of a disposal by the relevant listed company or its subsidiary undertaking. |
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class 1 transaction |
a transaction classified as a class 1 transaction under LR 10. |
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class 2 transaction |
a transaction classified as a class 2 transaction under LR 10 . |
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class 3 transaction |
a transaction classified as a class 3 transaction under LR 10. |
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class tests |
the tests set out in LR 10 Ann 1(and for certain specialist companies, those tests as modified or added to by LR 10.7), which are used to determine how a transaction is to be classified for the purposes of the listing rules. |
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closed-ended |
(in relation to investment entities) an investment company which is not an open-ended investment company. |
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5closed-ended investment fund |
an entity: |
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(a) |
which is an undertaking with limited liability, including a company, limited partnership, or limited liability partnership; and |
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(b) |
whose primary object is investing and managing its assets (including pooled funds contributed by holders of its listed securities): |
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(i) in property of any description; and |
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(ii) with a view to spreading investment risk. |
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close period |
as defined in paragraph 1(a) of the Model Code. |
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COBS9 |
the Conduct of Business sourcebook, from 1 November 20079. |
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3Combined Code |
in relation to an issuer: |
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3(1) |
in respect of a reporting period commencing on or after 29 June 2008, 11the Combined Code on Corporate Governance published in June 2008 11by the Financial Reporting Council; or 1111 |
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3(2) |
in respect of a reporting period commencing before 29 June 200811, the Combined Code on Corporate Governance published in June 2006 11by the Financial Reporting Council. 1111 |
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company |
any body corporate. |
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competent authority |
(in relation to the functions referred to in Part VI of the Act): |
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(a) |
the authority designated under Schedule 8 to the Act (transfer of functions under Part VI (Official listing)) as responsible for performing those functions under the Act; for the time being the FSA in its capacity as such; or |
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(b) |
an authority exercising functions corresponding to those functions under the laws of another EEA State. |
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connected client |
in relation to a sponsor or securities house, any client of the sponsor or securities house who is: |
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(a) |
a partner, director, employee or controller (as defined in section 422 of the Act) of the sponsor or securities house or of an undertaking described in paragraph (d); |
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(b) |
the spouse , civil partner 2or child of any individual described in paragraph (a); |
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(c) |
a person in his capacity as trustee of a private trust (other than a pension scheme or an employees' share scheme) the beneficiaries of which include any person described in paragraph (a) or (b); or |
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(d) |
an undertaking which in relation to the sponsor or securities house is a group undertaking. |
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connected person |
as defined in section 96B(2) of the Act. |
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Consolidated Admissions and Reporting Directive |
Directive of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities (No 2001/34/EC). |
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constitution |
memorandum and articles of association or equivalent constitutional document. |
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contingent liability investment |
a derivative under the terms of which the client will or may be liable to make further payments (other than charges, and whether or not secured by margin) when the transaction falls to be completed or upon the earlier closing out of his position. |
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contract of significance |
a contract which represents in amount or value (or annual amount or value) a sum equal to 1% or more, calculated on a group basis where relevant, of: |
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(1) |
in the case of a capital transaction or a transaction of which the principal purpose or effect is the granting of credit, the aggregate of the group's share capital and reserves; or |
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(2) |
in other cases, the total annual purchases, sales, payments or receipts, as the case may be, of the group. |
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convertible securities |
a security which is: |
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(1) |
convertible into, or exchangeable for, other securities; or |
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(2) |
accompanied by a warrant or option to subscribe for or purchase other securities. |
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deal |
a dealing transaction; |
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dealing |
(in accordance with paragraph 2 of Schedule 2 to the Act (Regulated activities)) buying, selling, subscribing for or underwriting investments or offering or agreeing to do so, either as principal or as agent, including, in the case of an investment which is a contract of insurance, carrying out the contract. |
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debt security |
debentures, debenture stock, loan stock, bonds, certificates of deposit or any other instrument creating or acknowledging indebtedness.7 |
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6deferred bonus |
any arrangement pursuant to the terms of which an employee or director may receive a bonus (including cash or any security) in respect of service and/or performance in a period not exceeding the length of the relevant financial year notwithstanding that the bonus may, subject only to the person remaining a director or employee of the group, be receivable by the person after the end of the period to which the award relates. |
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6defined benefit scheme |
in relation to a director, means a pension scheme which is not a money purchase scheme. |
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depositary |
a person that issues certificates representing certain securities that have been admitted to listing or are the subject of an application for admission to listing. |
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the Decision Procedure and Penalties manual |
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designated professional body |
a professional body designated by the Treasury under section 326 of the Act (Designation of professional bodies) for the purposes of Part XX of the Act (Provision of Financial Services by Members of the Professions); as at 21 June 2001 the following professional bodies have been designated in the Financial Services and Markets Act 2000 (Designated Professional Bodies) Order 2001 (SI 2001/1226): (a) The Law Society (England and Wales); (b) The Law Society of Scotland; (c) The Law Society of Northern Ireland; (d) The Institute of Chartered Accountants in England and Wales; (e) The Institute of Chartered Accountants of Scotland; (f) The Institute of Chartered Accountants in Ireland; (g) The Association of Chartered Certified Accountants; (h) The Institute of Actuaries. |
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director |
(in accordance with section 417(1)(a) of the Act) a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties. |
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disclosure rules and transparency rules |
(in accordance with section73A(3) of the Act) rules relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made. |
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document |
any piece of recorded information, including (in accordance with section 417(1) of the Act (Interpretation)) information recorded in any form; in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form. |
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document viewing facility |
a location identified on the FSA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility. |
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DTR |
the sourcebook containing the disclosure rules and transparency rules. |
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EEA State |
(in accordance with paragraph 8 of Schedule 3 to the Act (EEA Passport Rights)) a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being; as at 1 May 2004, the following are the EEA States: Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, the Slovak Republic, Slovenia, Spain, Sweden and the United Kingdom. |
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the Enforcement Guide |
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employee |
an individual: |
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(a) |
who is employed or appointed by a person in connection with that person's business, whether under a contract of service or for services or otherwise; or |
|||
(b) |
whose services, under an arrangement between that person and a third party, are placed at the disposal and under the control of that person; |
|||
but excluding an appointed representative or, where applicable, a tied agent9 of that person. |
||||
employees' share scheme |
has the same meaning as in section 7438 of the Companies Act 19858.7 668668 |
|||
equity security |
equity shares and securities convertible into equity shares. |
|||
equity share capital |
(for a company), its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution. |
|||
6equivalent document |
a document containing information equivalent to a prospectus for the purposes of PR 1.2.2R (2) or (3) or PR 1.2.3R (3) or (4). |
|||
exercise notice |
(in relation to securitised derivatives), a document that notifies the issuer of a holder's intention to exercise its rights under the securitised derivative. |
|||
exercise price |
(in relation to securitised derivatives), the price stipulated by the issuer at which the holder can buy or sell the underlying instrument from or to the issuer. |
|||
exercise time |
(in relation to securitised derivatives), the time stipulated by the issuer by which the holder must exercise their rights. |
|||
expiration date |
(in relation to securitised derivatives), the date stipulated by the issuer on which the holder's rights in respect of the securitised derivative ends. |
|||
extraction |
(in relation to mineral companies), includes mining, quarrying or similar activities and the reworking of mine tailings or waste dumps. |
|||
FSA |
the Financial Services Authority. |
|||
final terms |
the document containing the final terms of each issue which is intended to be listed. |
|||
financial information table |
financial information presented in a tabular form that covers the reporting period set out in in relation to the entities set out in , and to the extent relevant LR 13.5.15R and LR 13.5.16R. |
|||
50/50 joint venture |
[deleted]6 6 |
|||
50/50 joint venture partner |
[deleted]6 6 |
|||
group |
(1) |
except in LR 6.1.19 R, LR 8.3.6 R, LR 8.3.7 G and LR 8.7.8R (10), 6an issuer and its subsidiary undertakings (if any); and |
||
(2) |
in LR 6.1.19 R, LR 8.3.6 R, LR 8.3.7 G and LR 8.7.8R (10), 6as defined in section 421 of the Act. |
|||
guarantee |
(in relation to securitised derivatives), either: |
|||
(1) |
a guarantee given in accordance with LR 19.2.2R(3)(if any); or |
|||
(2) |
any other guarantee of the issue of securitised derivatives. |
|||
guidance |
||||
Handbook |
the FSA's Handbook of rules and guidance. |
|||
Home Member State or Home State |
(as defined in section 102C of the Act) in relation to an issuer of transferable securities, the EEA State which is the "home Member State" for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive. |
|||
Host Member State or Host State |
(as defined in Article 2.1(n) of the prospectus directive) the State where an offer to the public is made or admission to trading is sought, when different from the home Member State. |
|||
IAS |
||||
inside information |
as defined in section 118C of the Act. |
|||
insider list |
a list of persons with access to inside information as required by DTR 2.8.1 R. |
|||
intermediaries offer |
a marketing of securities already or not yet in issue, by means of an offer by, or on behalf of, the issuer to intermediaries for them to allocate to their own clients. |
|||
International Accounting Standards |
international accounting standards within the meaning of EC Regulation No 1606/2002 of the European Parliament and of the Council of 19 July 2002 as adopted from time to time by the European Commission in accordance with that Regulation. |
|||
in the money |
(in relation to securitised derivatives): |
|||
(a) |
where the holder has the right to buy the underlying instrument or instruments from the issuer, when the settlement price is greater than the exercise price; or |
|||
(b) |
where the holder has the right to sell the underlying instrument or instruments to the issuer, when the exercise price is greater than the settlement price.5 |
|||
10investment entity |
an entity whose primary object is investing and managing its assets with a view to spreading or otherwise managing investment risk. |
|||
investment manager |
a person who, on behalf of a client, manages investments and is not a wholly-owned subsidiary of the client.5 5 |
|||
investment trust |
a companylisted in the United Kingdom or another EEA State which: |
|||
(a) |
is approved by the Inland Revenue Commissioners under section 842 of the Income and Corporation Taxes Act 1988 (or, in the case of a newly formed company, has declared its intention to conduct its affairs so as to obtain such approval); or |
|||
(b) |
is resident in an EEA State other than the United Kingdom and would qualify for such approval if resident and listed in the United Kingdom. |
|||
issuer |
any company or other legal person or undertaking (including a public sector issuer), any class of whose securities has been admitted to listing or is the subject of an application for admission to listing. |
|||
list of sponsors |
the list of sponsors maintained by the FSA in accordance with section 88(3)(a) of the Act. |
|||
listed |
admitted to the official list maintained by the FSA in accordance with section 74 of the Act. |
|||
listed company |
a company that has any class of its securitieslisted. |
|||
listing particulars |
(in accordance with section 79(2) of the Act), a document in such form and containing such information as may be specified in listing rules. |
|||
listing rules |
(in accordance with section73A(2) of the Act) rulesrelating to admission to the official list. |
|||
London Stock Exchange |
London Stock Exchange Plc. |
|||
long-term incentive scheme |
any arrangement (other than a retirement benefit plan, a deferred bonus or any other arrangement that is an element of an executive director's remuneration package) which may involve the receipt of any asset (including cash or any security) by a director or employee of the group: |
|||
(1) |
which includes one or more conditions in respect of service and/or performance to be satisfied over more than one financial year; and |
|||
(2) |
pursuant to which the group may incur (other than in relation to the establishment and administration of the arrangement) either cost or a liability, whether actual or contingent. |
|||
LR |
the sourcebook containing the listing rules. |
|||
MAD |
||||
major subsidiary undertaking |
a subsidiary undertaking that represents 25% or more of the aggregate of the gross assets or profits (after deducting all charges except taxation) of the group. |
|||
Market Abuse Directive |
Directive of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (No 2003/6/EC). |
|||
member |
(in relation to a profession) a person who is entitled to practise that profession and, in practising it, is subject to the rules of the relevant designated professional body, whether or not he is a member of that body. |
|||
mineral company |
a company or group, whose principal activity is, or is planned to be, the extraction of mineral resources (which may or may not include exploration for mineral resources). |
|||
mineral expert's report |
a report prepared in accordance with the CESR recommendations |
|||
mineral resources |
include metallic and non-metallic ores, mineral concentrates, industrial minerals, construction aggregates, mineral oils, natural gases, hydrocarbons and solid fuels including coal. |
|||
Model Code |
the Model Code on directors' dealings in securities set out in LR 9 Ann 1. |
|||
modified auditors report |
an auditor's report: |
|||
(a) |
in which the auditor's opinion is qualified; or |
|||
(b) |
which sets out:
|
|||
6money purchase scheme |
in relation to a director, means a pension scheme under which all of the benefits that may become payable to or in respect of the director are money purchase benefits. |
|||
net annual rent |
(in relation to a property) the current income or income estimated by the valuer: |
|||
(1) |
ignoring any special receipts or deductions arising from the property; |
|||
(2) |
excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and |
|||
(3) |
after making deductions for superior rents (but not for amortisation) and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent. |
|||
new applicant |
an applicant that does not have any class of its securities already listed. |
|||
non-EEA State |
a country or state that is not an EEA State. |
|||
OECD state guaranteed issuer |
an issuer of debt securities whose obligations in relation to those securities have been guaranteed by a member state of the OECD. |
|||
offer |
||||
offer for sale |
an invitation to the public by, or on behalf of, a third party to purchase securities of the issuer already in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price). |
|||
offer for subscription |
an invitation to the public by, or on behalf of, an issuer to subscribe for securities of the issuer not yet in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price). |
|||
offer of transferable securities to the public |
(as defined in section 102B of the Act), in summary: |
|||
(a) |
a communication to any person which presents sufficient information on: |
|||
|
||||
to enable an investor to decide to buy or subscribe for the securities in question; |
||||
(b) |
which is made in any form or by any means; |
|||
(c) |
including the placing of securities through a financial intermediary; |
|||
(d) |
but not including a communication in connection with trading on:
|
|||
Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act. |
||||
offeror |
(a) |
in LR 5.2.10R, an offeror as defined in the Takeover Code; and |
||
(b) |
elsewhere in LR, a personwho makes an offer of transferable securities to the public. |
|||
official list |
the list maintained by the FSA in accordance with section 74(1) of the Act for the purposes of Part VI of the Act. |
|||
open ended investment companyopen-ended investment company |
as defined in section 236 of the Act (Open-ended investment companies). |
|||
open offer |
an invitation to existing securities holders to subscribe or purchase securities in proportion to their holdings, which is not made by means of a renounceable letter (or other negotiable document). |
|||
option |
the investment, specified in article 83 of the Regulated Activities Order (Options), which is an option to acquire or dispose of:
|
|||
overseas |
outside the United Kingdom. |
|||
overseas company |
a company incorporated outside the United Kingdom. |
|||
overseas investment exchange |
an investment exchange which has neither its head office nor its registered office in the United Kingdom. |
|||
parent undertaking |
as defined in section 2588 of the Companies Act 19858. 668668 |
|||
Part 6 rules |
(in accordance with section 73A(1) of the Act) rules made for the purposes of Part 6 of the Act. |
|||
PD |
||||
PD Regulation |
Regulation number 809/2004 of the European Commission |
|||
percentage ratio |
(in relation to a transaction) the figure, expressed as a percentage, that results from applying a calculation under a class test to the transaction. |
|||
person |
(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporate (that is, a natural person, a legal person and, for example, a partnership). |
|||
person discharging managerial responsibilities |
as defined in section 96B(1) of the Act. |
|||
person exercising significant influence |
in relation to a listed company, a person or entity which exercises significant influence over that listed company. 6 |
|||
placing |
a marketing of securities already in issue but not listed or not yet in issue, to specified persons or clients of the sponsor or any securities house assisting in the placing, which does not involve an offer to the public or to existing holders of the issuer'ssecurities generally. |
|||
PR |
the sourcebook containing the Prospectus Rules. |
|||
preference share |
a share conferring preference as to income or return of capital which is not convertible into an equity share and does not form part of the equity share capital of a company. |
|||
primary listed issuer |
an issuer with a primary listing of its securities. |
|||
primary listing |
a listing by the FSA by virtue of which the issuer is subject to the full requirements of the listing rules. |
|||
probable reserves |
(1) |
in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which are not yet proven but which, on the available evidence and taking into account technical and economic factors, have a better than 50% chance of being produced; and |
||
(2) |
in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured and/or indicated mineral resources, which are not yet proven but of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination and under specified economic conditions. |
|||
profit estimate |
(as defined in the PD Regulation) a profit forecast for a financial period which has expired and for which results have not yet been published. |
|||
profit forecast |
(as defined in the PD Regulation) a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word "profit" is not used. |
|||
prohibited period |
as defined inthe Model Code. |
|||
property |
freehold, heritable or leasehold property. |
|||
property company |
a company primarily engaged in property activities including: |
|||
(1) |
the holding of properties (directly or indirectly) for letting and retention as investments; |
|||
(2) |
the development of properties for letting and retention as investments; |
|||
(3) |
the purchase and development of properties for subsequent sale; or |
|||
(4) |
the purchase of land for development properties for retention as investments.5 |
|||
property valuation report |
a property valuation report prepared by an independent expert in accordance with:6 6 |
|||
(1) |
for an issuer incorporated in the United Kingdom, the Channel Islands or the Isle of Man, the Appraisal and Valuation Standards (5th edition) issued by the Royal Institution of Chartered Surveyors; or6 |
|||
(2) |
for an issuer incorporated in any other place, either the standards referred to in paragraph (1) of this definition or the International Valuation Standards (7th edition) issued by the International Valuation Standards Committee.6 |
|||
prospectus |
a prospectus required under the prospectus directive. |
|||
prospectus directive |
the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC). |
|||
prospectus rules |
(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities. |
|||
proven reserves |
(1) |
in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which, on the available evidence and taking into account technical and economic factors, have a better than 90% chance of being produced; and |
||
(2) |
in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured mineral resources of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination, and under specified economic conditions. |
|||
public international body |
the African Development bank, the Asian Development Bank, the Caribbean Development Bank, the Council of Europe Development Bank6, the European Atomic Energy Community, the European Bank for Reconstruction and Development, the European Coal and Steel Community,the European Company for the Financing of Railroad Stock, the European Economic Community, the European Investment Bank, the Inter-American Development bank, the International Bank for Reconstruction and Development, the International Finance Corporation, the International Monetary Fund, the Nordic Investment bank. 6 |
|||
public sector issuer |
states and their regional and local authorities, state monopolies, state finance organisations, public international bodies, statutory bodies and OECD state guaranteed issuers. |
|||
recognised scheme |
a scheme recognised under: |
|||
(a) |
section 264 of the Act (Schemes constituted in other EEA States); or |
|||
(b) |
section 270 of the Act (Schemes authorised in designated countries or territories); or |
|||
(c) |
section 272 of the Act (Individually recognised overseas schemes). |
|||
registration document |
a registration document referred to in PR 2.2.2R. |
|||
the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544).9 |
||||
regulated market |
a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments in the system and in accordance with its non-discretionary rulesin a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of MiFID.9 |
|||
regulatory information service or RIS |
a Regulatory Information Service that is approved by the FSA as meeting the Primary Information Provider criteria and that is on the list of Regulatory Information Services maintained by the FSA. |
|||
related party |
as defined in LR 11.1.4R. |
|||
related party circular |
a circular relating to a related party transaction. |
|||
related party transaction |
as defined in LR 11.1.5R. |
|||
relevant securities |
has the same meaning as in section 80 of the Companies Act 1985. |
|||
retail securitised derivative |
a securitised derivative which is not a specialist securitised derivative; in this definition, a "specialist securitised derivative" is a securitisedderivative which, in accordance with the listing rules, is required to be admitted to listing with a clear statement on any disclosure document that the issue is intended for a purchase by only investors who are particularly knowledgeable in investment matters. |
|||
reverse takeover |
a transaction classified as a reverse takeover under LR 10. |
|||
RIE |
||||
rights issue |
an offer to existing security holders to subscribe or purchase further securities in proportion to their holdings made by means of the issue of a renounceable letter (or other negotiable document) which may be traded (as “nil paid” rights) for a period before payment for the securities is due. |
|||
rule |
(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FSA under the Act, including: (a) a Principle; and (b) an evidential provision. |
|||
Schedule |
(as defined in the PD Regulation) a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved. |
|||
scientific research based company |
a company primarily involved in the laboratory research and development of chemical or biological products or processes or any other similar innovative science based company. |
|||
secondary listed issuer |
an issuer with a secondary listing of its equity securities. |
|||
secondary listing |
a listing by the FSA of equity securities of an overseas company which is not a primary listing. |
|||
securities note |
a securities note referred to in PR 2.2.2R. |
|||
securitised derivative |
an option or contract for differences which, in either case, is listed under LR 19 (including such an option or contract for differences which is also a debenture). |
|||
security |
(in accordance with section 102A of the Act) anything which has been, or may be admitted to the official list. |
|||
settlement price |
(in relation to securitised derivatives), the reference price or prices of the underlying instrument or instruments stipulated by the issuer for the purposes of calculating its obligations to the holder. |
|||
shadow director |
as in sub-paragraph (b) of the definition of director in section 417(1) of the Act. |
|||
share |
(in accordance with section 7448 of the Companies Act 19858) a share in the share capital of a company, and includes: 668668 |
|||
(a) |
stock (except where a distinction between shares and stock is express or implied); and |
|||
(b) |
||||
specialist investor |
an investor who is particularly knowledgeable in investment matters. |
|||
specialist securities |
securities which, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters. |
|||
specialist securitised derivative |
a securitised derivative which because of its nature is normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters. |
|||
specified investment |
any of the following investments specified in Part III of the Regulated Activities Order (Specified Investments): |
|||
(a) |
deposit (article 74); |
|||
(aa) |
electronic money (article 74A); |
|||
(b) |
contract of insurance (article 75); for the purposes of the permission regime, this is sub-divided into: |
|||
and then further sub-divided into classes of contract of insurance; |
||||
(c) |
share (article 76); |
|||
(d) |
debenture (article 77); |
|||
(e) |
government and public security (article 78); |
|||
(f) |
warrant (article 79); |
|||
(g) |
certificate representing certain securities (article 80); |
|||
(h) |
unit (article 81); |
|||
(i) |
stakeholder pension scheme (article 82); |
|||
(j) |
option (article 83); for the purposes of the permission regime, this is sub-divided into:
|
|||
(k) |
future (article 84); for the purposes of the permission regime, this is sub-divided into:
|
|||
(l) |
contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into:
|
|||
(m) |
underwriting capacity of a Lloyd's syndicate (article 86(1)); |
|||
(n) |
membership of a Lloyd's syndicate (article 86(2)); |
|||
(o) |
funeral plan contract (article 87); |
|||
(oa) |
regulated mortgage contract (article 61(3); |
|||
(p) |
rights to or interests in investments (article 89). |
|||
sponsor |
a person approved, under section 88 of the Act by the FSA, as a sponsor. |
|||
state finance organisation |
a legal person other than a company: |
|||
(1) |
which is a national of an EEA State; |
|||
(2) |
which is set up by or pursuant to a special law; |
|||
(3) |
whose activities are governed by that law and consist solely of raising funds under state control through the issue of debt securities; |
|||
(4) |
which is financed by means of the resources they have raised and resources provided by the EEA State; and |
|||
(5) |
the debt securities issued by it are considered by the law of the relevant EEA State as securities issued or guaranteed by that state. |
|||
state monopoly |
a company or other legal person which is a national of an EEA State and which: |
|||
(1) |
in carrying on its business benefits from a monopoly right granted by an EEA state; and |
|||
(2) |
is set up by or pursuant to a special law or whose borrowings are unconditionally and irrevocably guaranteed by an EEA state or one of the federated states of an EEA state. |
|||
subsidiary undertaking |
as defined in section 2588 of the Companies Act 19858. 668668 |
|||
substantial shareholder |
any person who is entitled to exercise or to control the exercise of 10% or more of the votes able to be cast on all or substantially all matters at general meetings of the company (or of any company which is its subsidiary undertaking or parent undertaking or of a fellow subsidiary undertaking of its parent undertaking). Disregard for this purpose any voting rights which such a person exercises (or controls the exercise of) independently in its capacity as bare trustee, investment manager, collective investment undertaking or a long term insurer in respect of its linked long term business if no associate of that person interferes by giving direct or indirect instructions, or in any other way, in the exercise of such voting rights (except to the extent any such person confers or collaborates with such an associate which also acts in its capacity as investment manager, collective investment undertaking or long term insurer).6 6 |
|||
summary |
(in relation to a prospectus) the summary included in the prospectus. |
|||
SUP |
the Supervision manual. |
|||
supplementary listing particulars |
(in accordance with section 81(1) of the Act), supplementary listing particulars containing details of the change or new matter. |
|||
supplementary prospectus |
a supplementary prospectus containing details of a new factor, mistake or inaccuracy. |
|||
Takeover Code |
the City Code on Takeovers and Mergers issued by the TakeoverPanel. |
|||
target |
the subject of a class 1 transaction. |
|||
tender offer |
an offer by a company to purchase all or some of a class of its listedequity securities or preference shares at a maximum or fixed price (that may be established by means of a formula) that is: |
|||
(1) |
communicated to all holders of that class by means of a circular or advertisement in two national newspapers; |
|||
(2) |
open to all holders of that class on the same terms for at least 7 days; and |
|||
(3) |
open for acceptance by all holders of that class pro rata to their existing holdings. |
|||
transferable security |
(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFID9, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months. 9 |
|||
treasury shares |
qualifying shares to which sections 162A to 162G8 of the Companies Act 1985 apply8. 668668 |
|||
trust deed |
a trust deed or equivalent document securing or constituting debt securities. |
|||
UK |
||||
underlying instrument |
(in relation to securitised derivatives) means either: |
|||
(1) |
if the securitised derivative is an option or debt security with the characteristics of an option, any of the underlying investments listed in article 83 of the Regulated Activities Order; or |
|||
(2) |
if the securitised derivative is a contract for differences or debt security with the characteristics of a contract for differences, any factor by reference to which a profit or loss under article 85 of the Regulated Activities Order can be calculated. |
|||
unrecognised scheme |
a collective investment scheme which is neither a recognised scheme nor a scheme that is constituted as an authorised unit trust scheme. |
|||
vendor consideration placing |
a marketing, by or on behalf of vendors, of securities that have been allotted as consideration for an acquisition. |
|||
venture capital trust |
a company which is, or which is seeking to become, approved as a venture capital trust under section 842AA of the Income and Corporation Taxes Act 1988. |
|||
warrant |
the investment, specified in article 79 of the Regulated Activities Order (Instruments giving entitlements to investments), which is in summary: a warrant or other instrument entitling the holder to subscribe for a share, debenture or government and public security. |
|||
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