Related provisions for LR 11.1.5A

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SUP 6.4.5DRP
(1) If a firm wishes to cancel its Part IV permission, it must complete and submit to the FSA the form in SUP 6 Annex 6 (Cancellation of permission application form).2(2) A firm's application for cancellation of Part IV permission must be:(a) given to a member of, or addressed for the attention of, the Cancellations 4Team at the FSA; and4(b) delivered to the FSA by one of the methods in SUP 15.7.5 R (Form and method of notification).(3) [deleted]2(4) Until the application has
SUP 6.4.6GRP
(1) In addition to applying for cancellation of Part IV permission in accordance with SUP 6.4.5 D, a firm may discuss prospective cancellations with its usual supervisory contact at the FSA.4 Alternatively a firm can contact the Firms Contact Centre on 0845 606 9966.4(2) To contact the Cancellations Team: Cancellations4 Team:4(a) write to: Cancellations Team, The Financial ServicesAuthority, 25 The North Colonnade, Canary Wharf, London, E14 5HS; or(b) email cancellation.team@fsa.gov.uk(3)
SUP 6.4.10GRP
(1) If a firm is subject to the complaints rules in DISP, the FSA may request confirmation from the firm that there are no unresolved, unsatisfied or undischarged complaints against the firm from a customer of the firm.(2) If there are unresolved or undischarged complaints against a firm from a customer of the firm, the FSA may request confirmation, as appropriate, of the steps (if any) which have been taken under the firm's complaints procedures and the amount of compensation
SUP 6.4.11GRP
If the firm is carrying on designated investment business with retail clients7, the FSA may request confirmation that the firm has written, or intends to write, to all retail clients7with, or for whom, the firm has conducted regulated activities within a certain period.77
SUP 6.4.25GRP
Consequently, the FSA considers that it will have good reason not to grant a firm's application for cancellation of permission where:(1) it proposes to exercise any of the powers described in SUP 6.4.24 G; or(2) it has already begun disciplinary and restitution proceedings against the firm by exercising either or both of these powers against the firm.
DISP 1.11.5RRP
(1) A notification claiming exemption under DISP 1.1.12 R from the complaints reporting rules and the rules relating to the funding of the Financial Ombudsman Service must be given to the FSA by the Society on behalf of any member eligible for an exemption. (2) The Society must notify the FSA if the conditions relating to such an exemption no longer apply to a member who is exempt.
DISP 1.11.6RRP
The report to be sent to the FSA under the complaints reporting rules must be provided by the Society and must cover all complaints by policyholders against members falling within the scope of the complaints reporting rules.
DISP 1.11.9GRP
Members will individually comply with this chapter if and only if all complaints by policyholders against members are dealt with under the Lloyd's complaints procedures. Accordingly, certain of the obligations under this chapter, for example the obligation to report on complaints received and the obligation to pay fees under the rules relating to the funding of the Financial Ombudsman Service (FEES 5), must be complied with by the Society on behalf of members. Managing agents
DISP 1.11.19GRP
The Society should give the FSA adequate notice of all proposed changes to the byelaws relating to the schemes referred to in DISP 1.11.13 R.
FEES 3.1.3GRP
The purpose of this chapter is to set out the FSA fee paying requirements on the persons set out in FEES 1.1.2R (1). The FSA's power to charge in respect of guidance regarding the Basel Capital Accord is derived from section 157(4)(c) of the Act.
FEES 3.1.5GRP
(1) The rates set for authorisation fees represent an appropriate proportion of the costs of the FSA in processing the application or exercise of Treaty rights.(2) The fees for collective investment schemes reflect the estimated costs to the FSA of assessing applications and notifications. The level of fees payable in respect of an application or a notification will vary depending upon the provision of the Act under which it is made. This fee is adjusted when the scheme concerned
FEES 3.1.6GRP
Applications for Part IV permission (and exercises of Treaty rights) are categorised by the FSA for the purpose of fee raising as complex, moderately complex and straightforward as identified in FEES 3 Annex 1. This differentiation is based on the permitted activities sought and does not reflect the FSA's risk assessment of the applicant (or Treaty firm).
FEES 3.1.7GRP
A potential applicant for Part IV permission (or Treaty firm) has the opportunity to discuss its proposed application (or exercise of Treaty rights) with the FSA before submitting it formally.2 (For more information, contact the Firm Contact Centre (020 7066 3954) or visit the FSA website How do I get authorised: http://www.fsa.gov.uk/Pages/Doing/how/index.shtml.)2 If an applicant for Part IV permission (or Treaty firm) does so, the FSA will be able to use that dialogue to make
SUP 12.7.3GRP
A firm need not notify the FSA of any restrictions imposed on the regulated activities for which the firm has accepted responsibility (under SUP 12.7.2 G (4)) if the firm accepts responsibility for the unrestricted scope of the regulated activities.
SUP 12.7.5GRP
To contact the Individuals, Mutuals and Policy Department65: 75(1) telephone on 020 7066 00196; fax on 020 7066 1099; or (2) write to: Individuals, Mutuals and Policy 6Department5, The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS; or5(3) email iva6@ fsa.gov.uk.
SUP 12.7.7RRP
(1) If:434(a) (i) the scope of appointment of an appointed representative is extended to cover insurance mediation activities for the first time; and42(ii) the appointed representative is not included on the Register as carrying on insurance mediation activities in another capacity; or42(b) the scope of appointment of an appointed representative ceases to include insurance mediation activity;42the appointed representative's principal must give written notice to the FSA of that
SUP 12.7.8RRP
(1) As soon as a firm has reasonable grounds to believe that any of the conditions in SUP 12.4.2 R,SUP 12.4.6 R or SUP 12.4.8A R4 (as applicable) are not satisfied, or are likely not to be satisfied, in relation to any of its appointed representatives, it must complete and submit to the FSA the form in SUP 12 Annex 4 (Appointed representative notification form), in accordance with the instructions on the form.3(2) In its notification under SUP 12.7.8 R (1), the firm must state
FEES 4.3.3RRP
The periodic fee referred to in FEES 4.3.1 R is (except in relation to the Societyand fee-paying payment service providers) calculated as follows:7(1) identify each of the tariffs set out in Part 1 of FEES 4 Annex 2 which apply to the business of the firm for the period specified in that annex;(2) for each of thosetariffs, calculate the sum payable in relation to the business of the firm for that period, applying any minimum fee discount as may be applicable (see FEES 4.3.16 R)9;(3)
FEES 4.3.4GRP
(1) A firm which becomes authorised or registered 7during the course of a financial year will be required to pay a proportion of the periodic fee which reflects the proportion of the year for which it will have a permission or the right to provide particular payment services7- see FEES 4.2.5 G and FEES 4.2.6 R.(2) Similarly a firm which extends its permission or its right to provide particular payment services7so that its business then falls within additional fee blocks will be
FEES 4.3.6RRP
(1) If the firm's,periodic fee for the previous financial year was at least £50,000, the firm must pay:(a) an amount equal to 50% of the periodic fee payable for the previous year, by 30 April in the financial yearto which the sum due under FEES 4.2.1 R relates; and (b) the balance of the periodic fee due for the current financial year by 1 September in the financial yearto which that sum relates.(2) If the firm's,periodic fee for the previous financial year was less than £50,000,
FEES 4.3.7RRP
A firm which is a member of a group may pay all of the amounts due from other firms in the same group under FEES 4.2.1 R, if:(1) it notifies the FSA in writing of the name of each other firm within the group for which it will pay; and(2) it pays the fees, in accordance with this chapter, as a single amount as if that were the amount required from the firm under FEES 4.2.1 R.
FEES 4.3.9GRP
If the payment made does not satisfy in full the periodic fees payable by all of the members of the group notified to the FSA under FEES 4.3.7 R, the FSA will apply the sum received among the firms which have been identified in the notification given under FEES 4.3.7R (1) in proportion to the amounts due from them. Each firm will remain responsible for the payment of the outstanding balance attributable to it.
FEES 4.3.10GRP
If a firm pays its fees through an agent outside the scope of FEES 4.3.7 R, the firm is responsible for ensuring that the FSA is informed that the sum being paid is for that firm's periodic fees.
FEES 4.3.11GRP
The FSA recognises that its responsibilities in respect of an incoming EEA firm,7 an incoming Treaty firmor an EEA authorised payment institution7 are reduced compared with a firm which is incorporated in the United Kingdom. Accordingly the periodic fees which would otherwise be applicable to incoming EEA firms,7incoming Treaty firms and EEA authorised payment institutions7 are reduced.77
FEES 4.3.13RRP
(1) If:(a) a firm makes an application to vary its permission (by reducing its scope), or cancel it, in the way set out in SUP 6.3.15 D (3) (Variation of permission) and SUP 6.4.5 D (Cancellation of permission), or applies to vary (by reducing its scope) or cancel its authorisation or registration (regulation 8 and 10(1) of the Payment Services Regulations including as applied by regulation 14 of the Payment Services Regulations);an issuer makes an application for de-listing;
FEES 4.3.14GRP
Where a firm has applied to cancel its Part IV permission, or its authorisation or registration under the Payment Services Regulations7or the FSA has exercised its own-initiative powers to cancel a firm's7Part IV permission or the FSA has exercised its powers under regulation 10 (Cancellation of authorisation), including as applied by regulation 14 (Supplementary provisions) of the Payment Services Regulations to cancel a firm's authorisation or registration under the Payment
COND 2.4.2GRP
(1) Threshold condition 4 (Adequate resources), requires the FSA to ensure that a firm has adequate resources in relation to the specific regulated activity or regulated activities which it seeks to carry on, or carries on.(2) In this context, the FSA will interpret the term 'adequate' as meaning sufficient in terms of quantity, quality and availability, and 'resources' as including all financial resources, non-financial resources and means of managing its resources; for example,
COND 2.4.3GRP
(1) When assessing this threshold condition, the FSA may have regard to any person appearing to it to be, or likely to be, in a relevant relationship with the firm, in accordance with section 49 of the Act (Persons connected with an applicant); for example, a firm's controllers, its directors or partners, other persons with close links to the firm (see COND 2.3), and other persons that exert influence on the firm which might pose a risk to the firm's satisfaction of the threshold
COND 2.4.4GRP
(1) When assessing whether a firm will satisfy and continue to satisfy threshold condition 4, the FSA will have regard to all relevant matters, whether arising in the United Kingdom or elsewhere.(2) Relevant matters may include but are not limited to:(a) whether there are any indications that the firm may have difficulties if the application is granted (see COND 2.4.6 G), at the time of the grant or in the future, in complying with any of the FSA'sprudential rules (see the relevant
DISP 1.10.1RRP
Twice a year a firm must provide the FSA with a complete report concerning complaints received from eligible complainants. The report must be set out in the format in DISP 1 Annex 1.
DISP 1.10.1CRRP
1Firms that are part of a group may submit a joint report to the FSA . The joint report must contain the information required from all firms concerned and clearly indicate the firms on whose behalf the report is submitted. The requirement to provide a report, and the responsibility for the report, remains with each firm in the group.
DISP 1.10.5RRP
Reports are to be submitted to the FSA within 30 business days of the end of the relevant reporting periods through, and in the electronic format specified in, the FSA Complaints Reporting System or the appropriate section of the FSA website.
DISP 1.10.6RRP
If a firm is unable to submit a report in electronic format because of a systems failure of any kind, the firm must notify the FSA , in writing and without delay, of that systems failure.
DISP 1.10.9RRP
For the purpose of inclusion in the public record maintained by the FSA, a firm must:(1) provide the FSA, at the time of its authorisation, with details of a single contact point within the firm for complainants; and(2) notify the FSA of any subsequent change in those details when convenient and, at the latest, in the firm's next report under the complaints reporting rules.
PERG 4.6.2GRP
In the FSA's view, the circumstances in which a person is giving advice on the borrower varying the terms of a regulated mortgage contract so as to vary his obligations under the contract include (but are not limited to) where the advice is about:(1) the borrower obtaining a further advance secured on the same land as the original loan; or(2) a rate switch or a product switch (that is, where the borrower does not change lender but changes the terms for repayment from, say, a variable
PERG 4.6.9GRP
In the FSA's view, guiding a person through scripted questions or a decision tree should not, of itself, involve advice within the meaning of article 53A (it should be generic advice). But the combination of advice, which in isolation may properly be considered generic, with the identification of a particular or several particular regulated mortgage contracts may well, in the FSA's view, cause the person to be advising on regulated mortgage contracts; the FSA considers that it
PERG 4.6.13GRP
In the FSA's view, advice requires an element of opinion on the part of the adviser which steers or is intended to steer a borrower or potential borrower in the direction of one or more particular mortgages. In effect, it is a recommendation as to a course of action. Information on the other hand, involves objective statements of facts and figures.
PERG 4.6.16GRP
In the FSA's opinion, however, such information is likely take on the nature of advice if the circumstances in which it is provided give it the force of a recommendation as described in PERG 4.6.10 G. Examples of situations where information provided by a person ('P') are likely to take the form of advice are given below.(1) P provides information on a selected, rather than balanced and neutral, basis that would tend to influence the decision of the borrower. This may arise where
PERG 4.6.22GRP
Undertaking the process of scripted questioning gives rise to particular issues concerning advice. These mainly involve two aspects of this regulated activity. These are that advice must relate to a particular regulated mortgage contract (see PERG 4.6.5 G) and the distinction between information and advice (see PERG 4.6.13 G). Whether or not scripted questioning in any particular case is advising on regulated mortgage contracts will depend on all the circumstances. If the process
PERG 4.6.23GRP
The potential for variation in the form, content and manner of scripted questioning is considerable, but there are two broad types. The first type involves providing questions and answers which are confined to factual matters (for example, whether a borrower wishes to pay a fixed or variable rate of interest or the size of deposit available). In the FSA's view, this does not of itself amount to advising on regulated mortgage contracts, as it involves the provision of information
PERG 4.6.25GRP
In the scenarios identified inPERG 4.6.23G (3)1 andPERG 4.6.24G (2)1, the FSA considers that it is necessary to look at the process and outcome of scripted questioning as a whole. It may be that the element of advice incorporated in the questioning may properly be viewed as generic advice if it were considered in isolation. But, although the actual advice may be generic, the process has ended in identifying one or more particular regulated mortgage contracts. The combination of
REC 6.7.2GRP
The notification rules in this chapter are made by the FSA in order to ensure that it is provided with notice of events and information which it reasonably requires for the exercise of its functions under the Act.
REC 6.7.3RRP
Where an overseas recognised body includes in its report made under section 295(1) of the Act (Notification: overseas investment exchanges and overseas clearing houses) a statement in compliance with section 295(2)(a) of the Act that an event has occurred in the period covered by that report which is likely to affect the FSA's assessment of whether it is satisfied as to the requirements set out in section 292(3) (Overseas investment exchanges and overseas clearing houses), it
REC 6.7.5RRP
An overseas recognised body must include in the first report submitted under section 295(1) of the Act after the recognition order in relation to that overseas recognised body is made: (1) particulars of any events of the kind described in section 295(2) of the Act which occurred; (2) particulars of any change specified in REC 6.7.4 R (1) or disciplinary action specified in REC 6.7.4 R (2) which occurred; and(3) any annual report and accounts which covered a period ending; after
REC 6.7.7RRP
Where an overseas recognised body proposes to change: (1) its address in the United Kingdom for the service of notices or other documents required or authorised to be served on it under the Act; or(2) the address of its head office;it must give notice to the FSA and inform it of the new address at least 14 days before the change is effected.
REC 6.7.8RRP
Where an overseas recognised body has notice that any licence, permission or authorisation which it requires to conduct any regulated activity in its home territory has been or is about to be:(1) revoked; or(2) modified in any way which would materially restrict the overseas recognised body in performing any regulated activity in its home territory or in the United Kingdom;it must immediately notify the FSA of that fact and must give the FSA the information specified for the purposes
REC 6.7.13GRP
Overseas recognised bodies may apply to the FSA for a waiver of any of the notification rules. The procedure is the same as that for applications from UK recognised bodies. Guidance on the procedure is given in REC 3.3.
LR 9.2.2RRP
A listed company must inform the FSA in writing as soon as possible if it has:(1) requested a RIE to admit or re-admit any of its listedequity securities or listed preference shares to trading; or(2) requested a RIE to cancel or suspend trading of any of its listedequity securities or listedpreference shares; or(3) been informed by a RIE that trading of any of its listedequity securities or listedpreference shares will be cancelled or suspended.
LR 9.2.11RRP
A listed company must ensure that the FSA is provided with up to date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FSA in relation to the company's compliance with the listing rules and the disclosure rules and transparency rules.
PERG 5.6.2GRP
The activity in article 25(1) is carried on only if the arrangements bring about, or would bring about, the transaction to which the arrangement relates. This is because of the exclusion in article 26 of the Regulated Activities Order (Arrangements not causing a deal). Article 26 excludes from article 25(1) arrangements which do not bring about or would not bring about the transaction to which the arrangements relate. In the FSA's view, a person would bring about a contract of
PERG 5.6.4GRP
Article 25(2) may, for instance, include activities of persons who help potential policyholders fill in or check application forms in the context of ongoing arrangements between these persons and insurance undertakings. A further example of this activity would be a person introducing customers to an intermediary either for advice or to help arrange an insurance policy. The introduction might be oral or written. By contrast, the FSA considers that a mere passive display of literature
PERG 5.6.7GRP
In the FSA's view, 'incidental' in this context means that the activity must arise out of, be complementary to or otherwise be sufficiently closely connected with the profession or business. In other words, there must be an inherent link between the activity and the firm's main business. For example, introducing dental insurance may be incidental to a dentist's activities; introducing pet insurance would not be incidental to his activities. In addition, to be considered 'incidental',
PERG 5.6.8GRP
This exclusion applies to a person whose profession or business does not otherwise consist of regulated activities. In the FSA's view, the fact that a person may carry on regulated activities in the course of the carrying on of a profession or business does not, of itself, mean that the profession or business consists of regulated activities. This is provided that the main focus of the profession or business does not involve regulated activities and that the regulated activities
PERG 5.6.11GRP
In the FSA's view, the crucial element of the exclusion in article 27 is the inclusion of the word 'merely'. When a publisher, broadcaster or internet website operator goes beyond what is necessary for him to provide his service of publishing, broadcasting or otherwise facilitating the issue of promotions, he may well bring himself within the scope of article 25(2). Further detailed guidance relating to the scope of the exclusion in article 27 is contained in PERG 2.8.6G (2) (Arranging
PERG 5.6.16GRP
The restriction in the scope of article 28 raises an issue where there is a trust with co-trustees, where each trustee will be a policyholder with equal rights and obligations. If the activities of one of the trustees include arranging in respect of contracts of insurance, that trustee could be viewed as arranging on behalf of his co-trustees who will also be policyholders. Similar issues also arise in respect of trustees assisting in the administration and performance of a contract
PERG 5.6.18GRP
The effect of PERG 5.6.17G (4) is that some persons who, in making introductions, are making arrangements with a view to transactions in investments under article 25(2) of the Regulated Activities Order, cannot use the introducing exclusion. This is if, in general terms, the arrangements for making introductions relate to contracts of insurance (PERG 5.6.19 G has further guidance on when arrangements for introductions may be regarded as relating to contracts of insurance). However,
PERG 5.6.19GRP
Where a person is making arrangements with a view to transactions in investments by way of making introductions, and he is not completely indifferent to whether or not transactions may result, it may still be the case that the exclusion in article 33 will apply. In the FSA's view, this is where:(1) the introduction is for independent advice on investments generally; and(2) the introducer is indifferent as to whether or not a contract of insurance may ultimately be bought (or
SUP 12.8.1RRP
If either the firm or the appointed representative notifies the other that it proposes to terminate the contract of appointment or to amend it so that it no longer meets the requirements contained or referred to in SUP 12.5 (Contracts: required terms), the firm must:2(1) complete and submit to the FSA the form in SUP 12 Annex 5 (Appointed representative termination form) in accordance with the instructions on the form and no more than ten business days after the date of the decision
SUP 12.8.2GRP
In assessing whether to terminate a relationship with an appointed representative, a firm should be aware that the notification rules in SUP 15 require notification to be made immediately to the FSA if certain events occur. Examples include a matter having a serious regulatory impact or involving an offence or a breach of any requirement imposed by the Act or by regulations or orders made under the Act by the Treasury.
SUP 12.8.4GRP
The firm is responsible for notifying the FSA of any approved person who no longer performs a controlled function under an arrangement entered into by a firm or its appointed representative (see SUP 10.3).
SUP 12.8.5GRP
2The FSA has the power to remove from the Register an appointed representative, whose scope of appointment covers insurance mediation activities (see SUP 12.4.9 G and SUP 12.4.10 G).
REC 3.4.1GRP
The purpose of REC 3.4 is to enable the FSA to monitor changes in the arrangements a UK recognised body makes for the carrying out of its relevant functions or for overseeing the work of key individuals or departments responsible for its relevant functions.
REC 3.4.2ARRP
1Where, in relation to a UK RIE a proposal has been made to appoint or elect a person as a key individual, that UK RIE must at least 30 days before the date of the appointment or election give notice of that event, and give the information specified for the purposes of this rule in REC 3.4.4A R to the FSA. [Note: Article 37(1), paragraph 1, second sentence of MiFID]
REC 3.4.2BRRP
1Where, in relation to a UK RIE a person has resigned as, or has ceased to be, a key individual, that UK RIE must immediately give notice of that event, and give the name of the person.[Note: Article 37(1), paragraph 1, second sentence ofMiFID]
REC 3.4.3GRP
(1) Key individuals include the persons who, under the operational or managerial arrangements of the UK recognised body, are appointed to manage the departments responsible for carrying out its relevant functions, whether or not they are members of its governing body. A person appointed to carry out specific tasks, such as to conduct a particular investigation into a specific set of facts, would not usually be a key individual.(2) A key individual need not be an employee of a
REC 3.4.4ARRP
1The following information is specified for the purposes of REC 3.4.2A R:(1) that person's name;(2) his date of birth;(3) where applicable, a description of the responsibilities which he will have in the post to which he is to be appointed or elected.[Note: Article 37(1), paragraph 1, second sentence of MiFID]
REC 3.4.5RRP
Where the governing body of a UK recognised body delegates any of its functions (which relate to that UK recognised body'srelevant functions) to a standing committee, or appoints a standing committee to manage or oversee the carrying out of any of that UK recognised body'srelevant functions, that UK recognised body must immediately notify the FSA of that event and give the FSA the following information:(1) the names of the members of that standing committee; and(2) the terms of
REC 3.4.6RRP
Where:(1) there is any change in the composition or the terms of reference of any standing committee referred to in REC 3.4.5 R; or(2) any such committee is dissolved; the UK recognised body must immediately notify the FSA of that event and give particulars of any change referred to in (1) to the FSA.
COND 2.5.2GRP
(1) Threshold condition 5 (Suitability), requires the firm to satisfy the FSA that it is 'fit and proper' to have Part IV permission having regard to all the circumstances, including its connections with other persons, the range and nature of its proposed (or current) regulated activities and the overall need to be satisfied that its affairs are and will be conducted soundly and prudently (see also PRIN and SYSC).(2) The FSA will also take into consideration anything that could
COND 2.5.3GRP
(1) The emphasis of this threshold condition is on the suitability of the firm itself. The suitability of each person who performs a controlled function will be assessed by the FSA under the approved persons regime (see SUP 10 (Approved persons) and FIT). In certain circumstances, however, the FSA may consider that the firm is not suitable because of doubts over the individual or collective suitability of persons connected with the firm.8(2) When assessing this threshold condition
COND 2.5.4GRP
(1) When determining whether the firm will satisfy and continue to satisfy threshold condition 5, the FSA will have regard to all relevant matters, whether arising in the United Kingdom or elsewhere.(2) Relevant matters include, but are not limited to, whether a firm:(a) conducts, or will conduct, its business with integrity and in compliance with proper standards;(b) has, or will have, a competent and prudent management; and(c) can demonstrate that it conducts, or will conduct,
COND 2.5.6GRP
In determining whether a firm will satisfy, and continue to satisfy, threshold condition 5 in respect of conducting its business with integrity and in compliance with proper standards, the relevant matters, as referred to in COND 2.5.4 G (2), may include but are not limited to whether:(1) the firm has been open and co-operative in all its dealings with the FSA and any other regulatory body (see Principle 11 (Relations with regulators)) and is ready, willing and organised to comply
LR 3.3.2RRP
The following documents must be submitted, in final form, to the FSA by midday two business days before the FSA is to consider the application:(1) a completed Application for Admission of Securities to the Official List;(2) one of:(a) the prospectus, or listing particulars, that has been approved by the FSA; or(b) a copy of the prospectus, a certificate of approval and (if applicable) a translation of the summary of the prospectus, if another EEA State is the home Member State
LR 3.3.3RRP
The1 following documents signed by a sponsor (if a sponsor is required under LR 8) or by a duly authorised officer of the applicant (if a sponsor is not required under LR 8) 1must be submitted, in final form, to the FSA before 9 a.m. on the day the FSA is to consider the 1application:1(1) a completed Shareholder Statement, in the case of an applicant that is applying for a listing of a class of 1equity shares or preference shares for the first time; or [Note: see LR 8.4.3 R
LR 3.3.4RRP
If written confirmation of the number of securities to be allotted pursuant to a board resolution1 cannot be submitted to the FSA by the deadline set out in LR 3.3.2 R or, the number of securities to be admitted is lower than the number notified under LR 3.3.2 R,1 written confirmation of the number of securities to be allotted or admitted must be provided to the FSA by 1the applicant or its sponsor at least one hour before the admission to listing is to become effective.111
LR 3.3.4ARRP
1If the FSA has considered an application for listing and the securities the subject of the application are not all allotted and admitted following the initial allotment of the securities (for example, under an offer for subscription), further allotments of securities may be admitted if before 4pm on the day before admission is sought the FSA has been provided with:(1) written confirmation of the number of securities allotted pursuant to a board resolution; and(2) a copy of
LR 3.3.5RRP
1Written confirmation of the number of securities that were allotted (pursuant to a board resolution allotting the securities) must be submitted to the FSA as soon as practicable after admission if the number is lower than the number that was announced under LR 3.2.7 G as being admitted to listing.11
LR 3.3.7RRP
An applicant must provide to the FSA the documents set out in LR 3.3.6 R, if requested to do so.
COLL 6.9.2GRP
(1) Regulation 15(8)(f) of the OEIC Regulations (Requirements for authorisation) requires independence between the depositary, the ICVC and the ICVC's directors, as does section 243(4) of the Act (Authorisation orders) for the trustee and manager of an AUT. COLL 6.9.3 G to COLL 6.9.5 G give FSA's view of the meaning of independence of these relationships. An ICVC, its directors and depositary or a manager and a trustee of an AUT are referred to as "relevant parties" in this guidance.(2)
COLL 6.9.3GRP
(1) Independence is likely to be lost if, by means of executive power, either relevant party could control the action of the other.(2) The board of one relevant party should not be able to exercise effective control of the board of another relevant party. Arrangements which might indicate this situation include quorum provisions and reservations of decision-making capacity of certain directors.(3) For an AUT, the FSA would interpret the concept of directors in common to include
COLL 6.9.4GRP
Independence is likely to be lost if either of the relevant parties could control the actions of the other by means of shareholders' votes. The FSA considers this would happen if any shareholding by one relevant party and their respective associates in the other exceeds 15% of the voting share capital, either in a single share class or several share classes. The FSA would be willing, however, to look at cross-shareholdings exceeding 15% on a case-by-case basis to consider if there
COLL 6.9.5GRP
The FSA would encourage relevant parties to consult it in advance about its view on the consequences of any intended contractual commitment or relationship which could affect independence, whether directly or indirectly.
COLL 6.9.6GRP
(1) Regulation 15(9) of the OEIC Regulations and section 243(8) of the Act require that an authorised fund's name must not be undesirable or misleading. This section contains guidance on some specific matters the FSA will consider in determining whether the name of an authorised fund is undesirable or misleading. It is in addition to the requirements of regulation 19 of the OEIC Regulations (Prohibition on certain names).(2) The FSA will take into account whether the name of the
COLL 6.9.8GRP
When deciding whether COLL 6.9.7R is complied with, the FSA will take into account COLL 6.9.6G. COLL 6.9.7R applies generally and not just to the names that include the words "guaranteed" or "capital protected".
COLL 6.9.11RRP
An ICVC must notify the FSA within 14 days of the occurrence of any of the following:(1) any amendment to the instrument of incorporation;(2) any change in the address of the head office of the ICVC;(3) any change of director;(4) any change of depositary;(5) in respect of any director or depositary, any change in the information mentioned in regulation 12(1)(b) or (c) of the OEIC Regulations (Applications for authorisation);(6) any change of the auditor of the ICVC;(7) any order
PERG 8.6.1GRP
The word ‘communicate’ is extended under section 21(13) of the Act and includes causing a communication to be made. This means that a person who causes the communication of a financial promotion by another person is also subject to the restriction in section 21. Article 6(d) of the Financial Promotion Order also states that the word ‘communicate’ has the same meaning when used in exemptions in the Order. Article 6(a) also states that the word ‘communication’ has the same meaning
PERG 8.6.2GRP
Apart from the originators of a financial promotion, the FSA considers the following persons to be communicating it or causing it to be communicated:(1) publishers and broadcasters who carry advertisements (including websites carrying banner advertisements); and(2) intermediaries who redistribute another person’s communication probably with their own communications.
PERG 8.6.3GRP
In the FSA's view, the following persons will not be causing or communicating:(1) advertising agencies and others when they are designing advertising material for originators;(2) persons who print or produce material for others to use as advertisements;(3) professional advisers when they are preparing material for clients or advising them on the need to communicate or the merits or consequences of their communicating a financial promotion; and(4) persons who are responsible for
PERG 8.6.4GRP
The FSA considers that, to communicate, a person must take some active step to make the communication. This will be a question of fact in each case. But a person who knowingly leaves copies of a document where it is reasonable to presume that persons will pick up copies and may seek to act on them will be communicating them.
PERG 8.6.7GRP
A general point arises about causing and communicating on whether a particular exemption that applies to a communication made by a specified person also applies to a person who is causing that communication to be made. For example, article 551 of the Financial Promotion Order (Communications by members of professions)1 applies only to a communication by an exempt professional firm.1 This exemption may apply where a person ('P') requests an exempt professional firm ('E') to1communicate
PERG 8.6.8GRP
Another general point arises about the scope of exemptions that apply only to financial promotions by a particular person. This is whether the exemption applies to the communication of a financial promotion by an unauthorised person on behalf of the person to whom the exemption applies. In the FSA's view, this will not be the case unless the exemption specifically states that it applies to a communication made on behalf of the person identified in the exemption. For example, article
PERG 8.6.10GRP
In the FSA's opinion, the matters in PERG 8.6.9 G have the following effects.(1) Any one particular communication will either be real time or non-real time but not both. This is because:(a) a real time communication is one made in the course of an interactive dialogue (see PERG 8.10.2 G for guidance on the meaning of real time);(b) those exemptions which concern real time communications apply only to communications which are made to persons and not those which are directed at
GENPRU 3.1.15GRP
GENPRU 3.1.25 R is a high level capital adequacy rule. It applies whether or not the FSA is the coordinator of the financial conglomerate concerned.
GENPRU 3.1.16GRP
GENPRU 3.1.26 R to GENPRU 3.1.31 R and GENPRU 3 Annex 1 implement the detailed capital adequacy requirements of the Financial Groups Directive. They only deal with a financial conglomerate for which the FSA is the coordinator. If another competent authority is coordinator of a financial conglomerate, those rules do not apply with respect to that financial conglomerate and instead that coordinator will be responsible for implementing those detailed requirements.
GENPRU 3.1.19GRP
Paragraph 5.7 of GENPRU 3 Annex 1 (Capital adequacy calculations for financial conglomerates) deals with a case in which there are no capital ties between entities in a financial conglomerate. In particular, the FSA, after consultation with the other relevant competent authorities and in accordance with Annex I of the Financial Groups Directive, will determine which proportional share of a solvency deficit in such an entity will have to be taken into account, bearing in mind
GENPRU 3.1.21GRP
Where GENPRU 3.1.20 G does not apply, the Annex I method to be applied isdecided by the coordinator after consultation with the relevant competent authorities and the financial conglomerate itself.
GENPRU 3.1.30RRP
With respect to a firm and a financial conglomerate of which it is a member:(1) GENPRU 3.1.26 R (Method 4 from Annex I of the Financial Groups Directive) is applied to the firm with respect to that financial conglomerate for the purposes of GENPRU 3.1.27R (2); or(2) GENPRU 3.1.29 R (Methods 1 to 3 from Annex I of the Financial Groups Directive) is applied to the firm with respect to that financial conglomerate;if the firm'sPart IV permission contains a requirement obliging the
GENPRU 3.1.33GRP
Articles 7(3) (Risk concentration) and 8(3) (Intra-group transactions) and Annex II (Technical application of the provisions on intra-group transactions and risk concentration) of the Financial Groups Directive say that Member States may apply at the level of the financial conglomerate the provisions of the sectoral rules on risk concentrations and intra-group transactions. GENPRU 3.1 does not take up that option, although the FSA may impose such obligations on a case by case
GENPRU 3.1.39RRP
(1) In accordance with Article 30 of the Financial Groups Directive (Asset management companies), this rule deals with the inclusion of an asset management company that is a member of a financial conglomerate in the scope of regulation of financial conglomerates. This rule does not apply to the definition of financial conglomerate.(2) An asset management company is in the overall financial sector and is a regulated entity for the purpose of:(a) GENPRU 3.1.26 R to GENPRU 3.1.36
REC 4.5.3GRP
The Companies Act 1989 also gives the FSA powers to supervise the taking of action under default rules. Under section 166 of the Companies Act 1989 (Powers of the FSA to give directions) (see REC 4.5.4 G), the FSA may direct a UK recognised body to take, or not to take, action under its default rules. Before exercising these powers the FSA must consult the recognised body concerned. The FSA may also exercise these powers if a relevant office-holder applies to it under section
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 4.5.5GRP
The FSA's view is that the exercise of these powers will only be justified in exceptional circumstances. The most likely case in which the FSA would consider exercising them is if there were a need to coordinate action by different UK recognised bodies because, for example: (1) the likelihood of a default may not be apparent to all UK recognised bodies; or(2) there was a need to avoid premature default action by one UK recognised body; or(3) significantly different settlement
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.
REC 4.5.9GRP
Where, in relation to a member (or designated non-member) of a UK RIE or a member of a UK RCH:(1) a bankruptcy order; or(2) an award of sequestration of his estate; or(3) an order appointing an interim receiver of his property; or(4) an administration or winding-up order; or(5) a resolution for a voluntary winding-up; or(6) an order appointing a provisional liquidator; has been made or passed and the UK recognised body has not taken action under its default rules as a result of
REC 4.5.10GRP
The effect of an application under section 167 of the Companies Act 1989 is to require the UK recognised body concerned to take action under its default rules or to require the FSA to take action under section 166 of the Companies Act 1989 (see REC 4.5.4G).
REC 4.5.11GRP
The procedure is that the FSA must notify the UK recognised body of the application and, unless within three business days after receipt of that notice, the UK recognised body: (1) takes action under its default rules; or(2) notifies the FSA that it proposes to take action forthwith; or(3) is directed to take action by the FSA under section 166(2)(a) of the Companies Act 1989; the provisions of sections 158 to 165 of the Companies Act 1989 do not apply in relation to market contracts
PERG 9.8.1GRP
The test in section 236(3)(a) of the Act is whether the reasonable investor would expect that, were he to invest, he would be in a position to realise his investment within a period appearing to him to be reasonable. In the FSA's view, this is an objective test with the appropriate objective judgment to be applied being that of the hypothetical reasonable investor with qualities such as those mentioned in PERG 9.7.2 G (The investment condition: the 'reasonable investor').
PERG 9.8.2GRP
In the FSA's view, the 'realisation' of an investment means converting an asset into cash or money. The FSA does not consider that 'in specie' redemptions (in the sense of exchanging shares or securities of BC with other shares or securities) will generally count as realisation. Section 236(3)(a) refers to the realisation of an investment, the investment being represented by the 'value' of shares or securities held in BC. In the FSA's view, there is no realisation of value where
PERG 9.8.3GRP
The most typical means of realising BC's shares or securities will be by their being redeemed or repurchased, whether by BC or otherwise. There are, of course, other ways in which a realisation may occur. However, the FSA considers that these will often not satisfy all the elements of the definition of an open-ended investment company considered together. For example, the mere fact that shares or securities may be realised on a market will not meet the requirements of the 'satisfaction
PERG 9.8.4GRP
An investor in a body corporate may be able to realise part, but not all, of his investment. The FSA considers that the fact that partial realisations may take place at different times does not prevent the body corporate coming within the definition of an open-ended investment company. But, in any particular case, the 'expectation test' will only be met if the overall period for realising the whole of the investment can be considered to be reasonable. Apart from this, the simple
PERG 9.8.5GRP
The use of an expectation test ensures that the definition of an open-ended investment company is not limited to a situation where a holder of shares in, or securities of, a body corporate has an entitlement or an option to realise his investment. It is enough if, on the facts of any particular case, the reasonable investor would expect that he would be able to realise the investment. The following are examples of circumstances in which the FSA considers that a reasonable investor
PERG 9.8.7GRP
In the FSA's view, the fact that a person may invest in the period shortly before a redemption date would not cause a body corporate, that would not otherwise be regarded as such, to be open-ended. This is because the investment condition must be applied in relation to BC as a whole (see PERG 9.6.3 G (The investment condition (section 236(3) of the Act): general).
PERG 9.8.9GRP
As indicated in PERG 9.3.5 G (The definition), the potential for variation in the form and operation of a body corporate is considerable. So, it is only possible in general guidance to give examples of the factors that the FSA considers may affect any particular judgment. These should be read bearing in mind any specific points considered elsewhere in the guidance. Such factors include:(1) the terms of the body corporate's constitution;(2) the applicable law;(3) any public representations