Related provisions for PERG 8.14.38
1Note: The following definitions relevant to the prospectus rules are extracted from the Glossary.
Act |
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admission to trading |
admission to trading on a regulated market. |
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advertisement |
(as defined in the PD Regulation) announcements: |
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(1) |
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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(2) |
aiming to specifically promote the potential subscription or acquisition of securities. |
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annual information update |
the document referred to in PR 5.2.1 R. |
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applicant |
an applicant for approval of a prospectus or supplementary prospectus relating to transferable 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 thereunder; 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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base prospectus |
a base prospectus referred to in PR 2.2.7 R. |
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body corporate |
(in accordance with section 417(1) of the Act (Definitions) any body corporate, including a body corporate constituted under the law of a country or territory outside the United Kingdom; |
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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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CARD |
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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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collective investment undertaking other than the closed-end type |
(in PR) (as defined in Article 2.1(o) of the prospectus directive) unit trusts and investment companies: |
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(1) |
the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk-spreading; |
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(2) |
the units of which are, at the holder's request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings. |
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Consolidated Admissions and Reporting Directive |
Directive 2001/34/EC 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. |
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credit institution |
as defined in article 1(1) of the Banking Consolidation Directive. |
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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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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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equity security |
(as defined in Article 2.1(b) of the prospectus directive) shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of the said issuer. |
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equity share |
shares comprised in a company'sequity share capital. |
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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. |
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executive procedures |
the procedures relating to the giving of warning notices, decision notices and supervisory notices that are described in DEPP 4 (Decision by FSA staff under executive procedures)2. 22 |
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FSA |
the Financial Services Authority. |
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guarantee |
(as defined in the PD Regulation) any arrangement intended to ensure that any obligation material to the issue will be duly serviced, whether in the form of guarantee, surety, keep well agreement, mono-line insurance policy or other equivalent commitment. |
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guarantor |
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Home State or Home Member 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). |
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Host State or Host Member State |
(as defined in Article 2.1(n) of the prospectus directive) the EEA State where an offer to the public is made or admission to trading is sought, when different from the home State. |
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3 | [deleted]3 3 |
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3 | [deleted]3 3 |
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issuer |
(as defined in section 102A of the Act) a legal person who issues or proposes to issue the transferable securities in question. |
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The European Parliament and Council Directive on markets in financial instruments (No. 2004/39/EC). See also MiFID Regulation and MiFID implementing Directive.3 |
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non-equity transferable securities |
(as defined in section 102A of the Act) all transferable securities that are not equity securities. |
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Note: In the prospectus directive and the PD Regulation, the Commission uses the term "non-equity securities" rather than "non-equity transferable securities". |
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offer |
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offer of transferable securities to the public |
(as defined in section 102B of the Act), in summary: |
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(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; |
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(b) |
which is made in any form or by any means; |
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(c) |
including the placing of securities through a financial intermediary; |
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(d) |
but not including a communication in connection with trading on:
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Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act. |
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offering programme |
(as defined in Article 2.1(k) of the prospectus directive) a plan which would permit the issuance of non-equity securities, including warrants in any form, having a similar type and/or class, in a continuous or repeated manner during a specified issuing period. |
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offeror |
a person who makes an offer of transferable securities to the public. |
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overseas company |
a company incorporated outside the United Kingdom. |
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Part 6 rules |
(in accordance with section 73A(1) of the Act), rules made for the purposes of Part 6 of the Act. |
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PD |
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PD Regulation |
Regulation number 809/2004 of the European Commission. |
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person |
(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporated that is, a natural person, a legal person and, for example, a partnership). |
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PR |
the Prospectus Rules sourcebook. |
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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. |
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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. |
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property collective investment undertaking |
(as defined in the PD Regulation) a collective investment undertaking whose investment objective is the participation in the holding of property in the long term. |
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prospectus |
a prospectus required under the prospectus directive. |
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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). |
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Prospectus Rules |
(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities. |
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Public international body |
(as defined in the PD Regulation) a legal entity of public nature established by an international treaty between sovereign States and of which one or more Member States are members. |
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qualified investor |
(as defined in section 86(7) of the Act) : |
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(a) |
any entity falling within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the prospectus directive; |
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(b) |
An investor registered on the register maintained by the competent authority under section 87R; |
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(c) |
An investor authorised by an EEA State other than the United Kingdom to be considered as a qualified investor for the purposes of the prospectus directive. |
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register |
register of qualified investors maintained by the FSA under section 87R of the Act. |
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registration document |
a registration document referred to in PR 2.2.2 R. |
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regulated information |
(as defined in the PD Regulation) all information which the issuer, or any person who has applied for the admission of securities to trading on a regulated market without the issuer’s consent, is required to disclose under Directive 2001/34/EC or under Article 6 of Directive 2003/6/EC.3 |
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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 rules in 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.3 |
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RIS |
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risk factors |
(as defined in the PD Regulation) a list of risks which are specific to the situation of the issuer and/or the securities and which are material for taking investment decisions. |
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rule |
(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FSA under the Act. |
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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. |
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securities issued in a continuous and repeated manner |
(as defined in Article 2.1(l) of the prospectus directive) issues on tap or at least two separate issues of securities of a similar type and/or class over a period of 12 months. |
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securities note |
a securities note referred to in PR 2.2.2 R. |
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small and medium-sized enterprise |
(as defined in Article 2.1(f) of the prospectus directive) companies, which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding €43,000,000 and an annual net turnover not exceeding €50,000,000. |
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special purpose vehicle |
(as defined in the PD Regulation) an issuer whose objects and purposes are primarily the issue of securities. |
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statutory notice associated decision |
a decision which is made by the FSA and which is associated with a decision to give a statutory notice, including a decision: |
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statutory notice decision |
a decision by the FSA on whether or not to give a statutory notice. |
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(a) |
to determine or extend the period for making representations; |
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(b) |
to determine whether a copy of the statutory notice needs to be given to any third party and the period for him to make representations; |
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(c) |
to refuse access to FSA material; |
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(d) |
as to the information which it is appropriate to publish about the matter to which a final notice or an effective supervisory notice relates. |
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summary |
(in relation to a prospectus) the summary included in the prospectus. |
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supplementary prospectus |
a supplementary prospectus containing details of a new factor, mistake or inaccuracy. |
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transferable security |
(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFID3, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months. 3 |
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Note: In the prospectus directive and PD regulation, the Commission uses the term "security" rather than "transferable security". |
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umbrella collective investment scheme |
(as defined in the PD Regulation) a collective investment undertaking invested in one or more collective investment undertakings, the asset of which is composed of separate class(es) or designation(s) of securities. |
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United Kingdom |
England and Wales, Scotland and Northern Ireland (but not the Channel Islands or the Isle of Man). |
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units of a collective investment scheme |
(as defined in Article 2.1(p) of the prospectus directive) securities issued by a collective investment undertaking as representing the rights of the participants in such an undertaking over its assets. |
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working day |
(as defined in section 103 of the Act) any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom. |
This table belongs to COLL 3.2.4 R (Matters which must be included in the instrument constituting the scheme)
Name of scheme |
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1 |
A statement of: |
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(1) |
the name of the authorised fund; and |
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(2) |
whether the authorised fund is a UCITS scheme or a non-UCITS retail scheme. |
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Investment powers in eligible markets |
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2 |
A statement that, subject to any restriction in the rules in this sourcebook or the instrument constituting the scheme, the scheme has the power to invest in any eligible securities market or deal on any eligible derivatives market to the extent that power to do so is conferred by COLL 5 (Investment and borrowing powers). |
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Unitholder's liability to pay |
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3 |
A provision that a unitholder is not liable to make any further payment after he has paid the price of his units and that no further liability can be imposed on him in respect of the units which he holds. |
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Base currency |
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4 |
A statement of the base currency of the scheme. |
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Valuation and pricing |
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5 |
A statement setting out the basis for the valuation and pricing of the scheme. |
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Duration of the scheme |
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6 |
If the scheme is to be wound up after a particular period expires, a statement to that effect. |
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Object of the scheme |
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7 |
A statement: |
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(1) |
as to the object of the scheme, in particular the types of investments and assets in which it and each sub-fund (where applicable) may invest; and |
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(2) |
that the object of the scheme is to invest in property of that kind with the aim of spreading investment risk and giving unitholders the benefits of the results of the management of that property. |
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27A |
Where the authorised fund is a qualifying money market fund, a statement to that effect and a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund. |
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5Property Authorised Investment Funds |
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57B |
For a property authorised investment fund, a statement that: |
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(1) |
it is a property authorised investment fund; |
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(2) |
no body corporate may seek to obtain or intentionally maintain a holding of more than 10% of the net asset value of the fund; and |
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(3) |
in the event that the authorised fund manager reasonably considers that a body corporate holds more than 10% of the net asset value of the fund, the authorised fund manager is entitled to delay any redemption or cancellation of units in accordance with 18 if the authorised fund manager reasonably considers such action to be: |
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(a) necessary in order to enable an orderly reduction of the holding to below 10%; and |
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(b) in the interests of the unitholders as a whole. |
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8Funds of alternative investment funds |
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87C |
For a non-UCITS retail scheme operating as a FAIF, a statement that it is a fund of alternative investment funds. |
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Government and public securities: investment in one issuer |
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8 |
Where relevant, for a UCITS scheme, a statement in accordance with COLL 5.2.12 R (Spread: government and public securities) as to the individual states or bodies in which over 35% of the value of the scheme may be invested in government and public securities. |
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Classes of unit |
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9 |
A statement: |
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(1) |
specifying the classes of unit that may be issued, and for a scheme which is an umbrella, the classes that may be issued in respect of each sub-fund; and |
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(2) |
if the rights of any class of unit differ, a statement describing those differences in relation to the differing classes. |
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Authorised fund manager's charges and expenses |
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10 |
A statement setting out the basis on which the authorised fund manager may make a charge and recover expenses out of the scheme property. |
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Issue or cancellation directly through the ICVC or trustee |
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11 |
Where relevant, a statement authorising the issue or cancellation of units to take place through the ICVC or trustee directly. |
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In specie issue and cancellation |
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12 |
Where relevant, a statement authorising payment for the issue or cancellation of units to be made by the transfer of assets other than cash. |
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Restrictions on sale and redemption |
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13 |
Where relevant, the restrictions which will apply in relation to the sale and redemption of units under COLL 6.2.16 R (Sale and redemption). |
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Voting at meetings |
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14 |
The manner in which votes may be given at a meeting of unitholders under COLL 4.4.8 R (Voting rights). |
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Certificates |
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15 |
A statement: |
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(1) |
authorising the issue of bearer certificates if any, and how such holders are to identify themselves; and |
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(2) |
authorising the person responsible for the register to charge for issuing any document recording, or for amending, an entry on the register, other than on the issue or sale of units. |
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Income |
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16 |
A statement setting out the basis for the distribution or re-investment of income. |
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Income equalisation |
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17 |
Where relevant, a provision for income equalisation. |
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Redemption or cancellation of units on breach of law or rules |
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18 |
A statement that where any holding of units by a unitholder is (or is reasonably considered by the authorised fund manager to be) an infringement of any law, governmental regulation or rule, those units must be redeemed or cancelled. |
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ICVCs: larger and smaller denomination shares |
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19 |
A statement of the proportion of a larger denomination share represented by a smaller denomination share for any relevant unit class. |
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ICVCs: resolution to remove a director |
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20 |
A statement that the ICVC may (without prejudice to the requirements of regulation 21 of the OEIC Regulations (The Authority's approval for certain changes in respect of a company), by a resolution passed by a simple majority of the votes validly cast for and against the resolution at a general meeting of unitholders, remove a director before his period of office expires, despite anything else in the ICVC's instrument of incorporation or in any agreement between the ICVC and that director. |
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ICVCs: unit transfers |
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21 |
A statement that the person designated for the purposes of paragraph 4 of Schedule 4 to the OEIC Regulations (Share transfers) is the person who, for the time being, is the ACD of the ICVC.1 7 |
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ICVCs: Charges and expenses |
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22 |
A statement that charges or expenses of the ICVC may be taken out of the scheme property. |
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AUTs: governing law for a trust deed |
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23 |
A statement that the trust deed is made under and governed by the law of England and Wales, Wales or Scotland or Northern Ireland. |
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AUTs: trust deed to be binding and authoritative |
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24 |
A statement that the trust deed: |
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(1) |
is binding on each unitholder as if it had been a party to it and that it is bound by its provisions; and |
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(2) |
authorises and requires the trustee and the manager to do the things required or permitted of them by its terms. |
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AUTs: declaration of trust |
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25 |
A declaration that, subject to the provisions of the trust deed and all rules made under section 247 of the Act (Trust scheme rules) and for the time being in force: |
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(1) |
the scheme property (other than sums standing to the credit of the distribution account) is held by the trustee on trust for the unitholders according to the number of units held by each unitholder or, where relevant, according to the number of undivided shares in the scheme property represented by the units held by each unitholder; and |
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(2) |
the sums standing to the credit of the distribution account are held by the trustee on trust to distribute or apply them in accordance with COLL 6.8 (Income: accounting, allocation and distribution). |
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AUTs: trustee's remuneration |
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26 |
Where relevant, a statement authorising payments to the trustee by way of remuneration for its services to be paid (in whole or in part) out of the scheme property. |
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AUTs: responsibility for the register |
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27 |
A statement identifying the person responsible under the rules for the maintenance of the register. |
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3Investment in overseas4 property through an intermediate holding vehicle |
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328 |
3If investment in an overseas4 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles, a statement that the purpose of that intermediate holding vehicle or series of intermediate holding vehicles will be to enable the holding of overseas4 immovables by the scheme. |
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.13 |
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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, alternative debenture,19government 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 19 |
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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, alternative debentures,19 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. |
|||
5closed-ended investment fund |
an entity: |
|||
(a) |
which is an undertaking with limited liability, including a company, limited partnership, or limited liability partnership; and |
|||
(b) |
whose primary object is investing and managing its assets (including pooled funds contributed by holders of its listed securities): |
|||
(i) in property of any description; and |
||||
(ii) with a view to spreading investment risk. |
||||
close period |
as defined in paragraph 1(a) of the Model Code. |
|||
COBS9 |
the Conduct of Business sourcebook, from 1 November 20079. |
|||
3Combined Code |
in relation to an issuer: |
|||
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 |
|||
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 |
|||
company |
any body corporate. |
|||
competent authority |
(in relation to the functions referred to in Part VI of the Act): |
|||
(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 |
|||
(b) |
an authority exercising functions corresponding to those functions under the laws of another EEA State. |
|||
connected client |
in relation to a sponsor or securities house, any client of the sponsor or securities house who is: |
|||
(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); |
|||
(b) |
the spouse , civil partner 2or child of any individual described in paragraph (a); |
|||
(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 |
|||
(d) |
an undertaking which in relation to the sponsor or securities house is a group undertaking. |
|||
connected person |
as defined in section 96B(2) of the Act. |
|||
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). |
|||
constitution |
memorandum and articles of association or equivalent constitutional document. |
|||
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. |
|||
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: |
|||
(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 |
|||
(2) |
in other cases, the total annual purchases, sales, payments or receipts, as the case may be, of the group. |
|||
convertible securities |
a security which is: |
|||
(1) |
convertible into, or exchangeable for, other securities; or |
|||
(2) |
accompanied by a warrant or option to subscribe for or purchase other securities. |
|||
deal |
a dealing transaction; |
|||
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. |
|||
debt security |
debentures, alternative debentures,19 debenture stock, loan stock, bonds, certificates of deposit or any other instrument creating or acknowledging indebtedness.7 |
|||
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. |
|||
6defined benefit scheme |
in relation to a director, means a pension scheme which is not a money purchase scheme. |
|||
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. |
|||
the Decision Procedure and Penalties manual |
||||
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. |
|||
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. |
|||
disclosure rules16 16 |
(in accordance with sections 73A(1) and 1673A(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. 16 |
|||
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. |
|||
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. |
|||
DTR |
the sourcebook containing the disclosure rules, transparency rules and corporate governance rules.16 16 |
|||
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. |
|||
the Enforcement Guide |
||||
employee |
an individual: |
|||
(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 116615 of the Companies Act 200615.7 668668 |
|||
equity security |
equity shares and securities convertible into equity shares. |
|||
equity share20 |
shares comprised in a company's equity share capital. |
|||
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 and LR 8.7.8R (10), 6an issuer and its subsidiary undertakings (if any); and 12 |
||
(2) |
in LR 6.1.19 R, and LR 8.7.8R (10), 6as defined in section 421 of the Act. 12 |
|||
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 sections 73A(1) and 1673A(2) of the Act) rules16relating to admission to the official list. 1616 |
|||
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. |
|||
miscellaneous securities20 |
securities which are not: |
|||
(a) |
shares; or |
|||
(b) |
debt securities; or |
|||
(c) |
||||
(d) |
||||
(e) |
convertible securities which convert to debt securities; or |
|||
(f) |
convertible securities which convert to equity securities; or |
|||
(g) |
convertible securities which are exchangeable for securities of another company; or |
|||
(h) |
||||
(i) |
||||
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 116215 of the Companies Act 200615. 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 does not form part of the equity share capital of a company. 20 |
|||
16premium listing |
(a) |
in relation to equity shares20 (other those of a closed-ended investment fund or of an open-ended investment company), means a listing where the issuer is required to comply with those requirements in LR 6 (Additional requirements for premium listing (commercial company)) and the20 other requirements in the listing rules that are expressed to apply to such securities with a premium listing; |
||
(b) |
in relation to equity shares20 of a closed-ended investment fund, means a listing where the issuer is required to comply with the requirements in LR 15 (Closed-Ended Investment Funds: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing; |
|||
(c) |
in relation to equity shares20 of an open-ended investment company, means a listing where the issuer is required to comply with LR 16 (Open-ended investment companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing. |
|||
premium listing (commercial company) |
a premium listing of equity securities (other than those of a closed-ended investment fund or of an open-ended investment company). |
|||
premium listing (investment company) |
a premium listing of equity securities of a closed-ended investment fund or of an open-ended investment company. |
|||
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 Company for the Financing of Railroad Stock, the EU,17 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. 61717 |
|||
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 |
[deleted]15 15 |
|||
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. |
|||
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 540(1)15 of the Companies Act 200615) a share in the share capital of a company, and includes: 6681566815 |
|||
(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): |
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(a) |
deposit (article 74); |
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(aa) |
electronic money (article 74A); |
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(b) |
contract of insurance (article 75); for the purposes of the permission regime, this is sub-divided into: |
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and then further sub-divided into classes of contract of insurance; |
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(c) |
share (article 76); |
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(d) |
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(da) |
alternative debenture (article 77A);19 |
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(e) |
government and public security (article 78); |
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(f) |
warrant (article 79); |
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(g) |
certificate representing certain securities (article 80); |
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(h) |
unit (article 81); |
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(i) |
stakeholder pension scheme (article 82); |
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(j) |
option (article 83); for the purposes of the permission regime, this is sub-divided into:
|
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(k) |
future (article 84); for the purposes of the permission regime, this is sub-divided into:
|
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(l) |
contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into:
|
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(m) |
underwriting capacity of a Lloyd's syndicate (article 86(1)); |
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(n) |
membership of a Lloyd's syndicate (article 86(2)); |
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(o) |
funeral plan contract (article 87); |
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(oa) |
regulated mortgage contract (article 61(3); |
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(p) |
rights to or interests in investments (article 89). |
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sponsor |
a person approved, under section 88 of the Act by the FSA, as a sponsor. |
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12sponsor service |
a service relating to a matter referred to in LR 8.2 that a sponsor provides or is requested or appointed to provide and that is for the purpose of the sponsor complying with LR 8.3.1 R or LR 8.4. This definition includes preparatory work that a sponsor may undertake before a decision is taken as to whether or not it will act as sponsor for a company or in relation to a transaction. But nothing in this definition is to be taken as requiring a sponsor to agree to act as a sponsor for a company or in relation to a transaction. |
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in relation to securities, means a listing that is not a premium listing. |
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a standard listing of shares other than preference shares that are specialist securities. |
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state finance organisation |
a legal person other than a company: |
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(1) |
which is a national of an EEA State; |
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(2) |
which is set up by or pursuant to a special law; |
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(3) |
whose activities are governed by that law and consist solely of raising funds under state control through the issue of debt securities; |
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(4) |
which is financed by means of the resources they have raised and resources provided by the EEA State; and |
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(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. |
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state monopoly |
a company or other legal person which is a national of an EEA State and which: |
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(1) |
in carrying on its business benefits from a monopoly right granted by an EEA state; and |
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(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. |
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subsidiary undertaking |
as defined in section 116215 of the Companies Act 200615. 6681566815 |
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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 |
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summary |
(in relation to a prospectus) the summary included in the prospectus. |
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SUP |
the Supervision manual. |
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supplementary listing particulars |
(in accordance with section 81(1) of the Act), supplementary listing particulars containing details of the change or new matter. |
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supplementary prospectus |
a supplementary prospectus containing details of a new factor, mistake or inaccuracy. |
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Takeover Code |
the City Code on Takeovers and Mergers issued by the TakeoverPanel. |
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target |
the subject of a class 1 transaction. |
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tender offer |
an offer by a company to purchase all or some of a class of its listedequity securities at a maximum or fixed price (that may be established by means of a formula) that is: 20 |
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(1) |
communicated to all holders of that class by means of a circular or advertisement in two national newspapers; |
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(2) |
open to all holders of that class on the same terms for at least 7 days; and |
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(3) |
open for acceptance by all holders of that class pro rata to their existing holdings. |
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14trading plan |
a written plan between a restricted person and an independent third party which sets out a strategy for the acquisition and/or disposal of securities by a specified person and: (a) specifies the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in; or (b) gives discretion to that independent third party to make trading decisions about the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in; or (c) includes a written formula or algorithm, or computer program, for determining the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in. |
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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 |
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treasury shares |
shares which meet the conditions set out in paragraphs (a) and (b) of subsection 724(5) of the Companies Act 2006.15 66866815 |
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trust deed |
a trust deed or equivalent document securing or constituting debt securities. |
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UK |
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underlying instrument |
(in relation to securitised derivatives) means either: |
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(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 |
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(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. |
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unrecognised scheme |
a collective investment scheme which is neither a recognised scheme nor a scheme that is constituted as an authorised unit trust scheme. |
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vendor consideration placing |
a marketing, by or on behalf of vendors, of securities that have been allotted as consideration for an acquisition. |
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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. |
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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, alternative debenture19 or government and public security. |