Related provisions for PERG 6.5.2

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SUP 5.5.1RRP
When a firm appoints a skilled person to provide a report under section 166 of the Act (Reports by skilled persons), the firm must, in a contract with the skilled person:(1) require and permit the skilled person during and after the course of his appointment:(a) to cooperate with the FSA in the discharge of its functions under the Act in relation to the firm; and(b) to communicate to the FSA information on, or his opinion on, matters of which he has, or had, become aware in
SUP 5.5.2GRP
In complying with the contractual duty in SUP 5.5.1 R (1) the FSA expects that a skilled person appointed under section 166 of the Act (Reports by skilled persons) will cooperate with the FSA by, amongst other things, providing information or documentation about the planning and progress of the report and its findings and conclusions, if requested to do so. A firm should therefore ensure that the contract it makes with the skilled person requires and permits the skilled person
SUP 5.5.3GRP
If the FSA is considering asking for the information specified in SUP 5.5.2 G it will take into consideration the cost of the skilled person complying with the request, and the benefit that the FSA may derive from the information. For example, in most cases, the FSA will not need to request a skilled person to give it source data, documents and working papers. However, the FSA may do so when it reasonably believes that this information will be relevant to any investigation
SUP 5.5.4GRP
In complying with the contractual duty in SUP 5.5.1 R, the FSA expects that, in the case of substantial or complex reports, the skilled person will give a periodic update on progress and issues to allow for a re-focusing of the report if necessary. The channel of communication would normally be directly between the skilled person and the FSA. However, the FSA would also expect firms normally to be informed about the passage of information, and the skilled person would usually
SUP 5.5.5RRP
A firm must ensure that the contract required by SUP 5.5.1 R:(1) is governed by the laws of a part of the United Kingdom; (2) expressly(a) provides that the FSA has a right to enforce the provisions included in the contract under SUP 5.5.1 R and SUP 5.5.5 R (2);(b) provides that, in proceedings brought by the FSA for the enforcement of those provisions, the skilled person is not to have available by way of defence, set-off or counterclaim any matter that is not relevant to
SUP 5.5.6GRP
The Contracts (Rights of Third Parties) Act 1999, or Scots common law, enables the FSA to enforce the rights conferred on it under the contract against the skilled person.
SUP 5.5.7GRP
If the FSA considers it appropriate, it may request the firm to give it a copy of the draft contract before it is made with the skilled person. The FSA will inform the firm of any matters that it considers require further clarification or discussion before the contract is finalised.
SUP 5.5.8GRP
The FSA expects the firm, in complying with Principle 11, to give the FSA information about the cost of the skilled persons report. This may include both an initial estimate of the cost as well as the cost of the completed report. This information is required to help inform the FSA's decision making in the choice of regulatory tools. Information about the number and cost of reports by skilled persons will be published by the FSA.
SUP 8.6.1GRP
The FSA is required by section 148(6) of the Act to publish a waiver unless it is satisfied that it is inappropriate or unnecessary to do so. If the FSA publishes a waiver, it will not publish details of why a waiver was required or any of the supporting information given in a waiver application.
SUP 8.6.2GRP
When considering whether it is satisfied under section 148(6), the FSA is required by section 148(7) of the Act:(1) to take into account whether the waiver relates to a rule contravention of which is actionable under section 150 of the Act (Actions for damages); Schedule 5 identifies such rules;(2) to consider whether its publication would prejudice, to an unreasonable degree, the commercial interests of the firm concerned, or any other member of its immediate group; and(3) to
SUP 8.6.3GRP
Waivers can affect the legal rights of third parties, including consumers. In the FSA's view it is important that the fact and effect of such waivers should be transparent. So the fact that a waiver relates to a rule that is actionable under section 150 of the Act (see SUP 8.6.2 G (1)) will tend to argue in favour of publication.
SUP 8.6.5GRP
In considering whether commercial interests would be prejudiced to an unreasonable degree (see SUP 8.6.2 G (2)), the FSA will weigh the prejudice to firms' commercial interests against the interests of consumers, markets and other third parties in disclosure. In doing so the FSA will consider factors such as the extent to which publication of the waiver would involve the premature release of proprietary information to commercial rivals, for example relating to a product innovation,
SUP 8.6.6GRP
The FSA may consider publication unnecessary where, for example, the waiver relates to a minor matter that does not affect any third party and is unlikely to be of relevance or interest to other firms.
SUP 8.6.7GRP
If, after taking into account the matters in SUP 8.3.3 D to SUP 8.6.6 G, a firm believes there are good grounds for the FSA either to withhold publication or to publish the waiver without disclosing the identity of the firm, it should make this clear in its application (see SUP 8.3.3 D (7)). If the FSAproposes to publish a waiver against the wishes of the firm, the FSA will give the firm the opportunity to withdraw its application before the waiver is given.
SUP 8.6.8GRP
A decision to withhold a waiver or identity of a firm from publication may be for a limited period only, usually as long as the duration of the relevant grounds for non-publication. If the FSA proposes to publish information about a waiver that had previously been withheld, it will first give the firm an opportunity to make representations.
SUP 8.6.9GRP
The principal means of publication of waiver information will be the FSA's website (www.fsa.gov.uk).
PERG 8.12.6GRP
There is no definition in the Financial Promotion Order of what ‘proper systems and procedures’ are, and the matter will ultimately be for the courts to determine. This is unsurprising as systems and procedures may take many different forms depending upon the precise circumstances in which financial promotions are made. But it is clear that persons seeking conclusive proof that the exemption applies must consciously make arrangements to prevent their dealing with certain recipients
PERG 8.12.8GRP
In any case, some but not all of the conditions referred to in PERG 8.12.5G (1) to PERG 8.12.5G (2) and PERG 8.12.7G (1) to PERG 8.12.7G (2) (or the additional condition that the communication is included in a website, newspaper or periodical publication which is principally accessed in or intended for a non-UK market or in a radio or television broadcast or teletext service transmitted principally for reception overseas) may be met. In these cases, those conditions being satisfied
PERG 8.12.11GRP
This exemption applies to any financial promotion that is made with a view to or for the purposes of introducing the recipient to certain kinds of person. These are authorised persons who carry on the controlled activity to which the financial promotion relates, or exempt persons where the financial promotion relates to a controlled activity that is also a regulated activity in relation to which he is an exempt person. This is subject to the requirement that:11(1) the person making
PERG 8.12.19GRP
The conditions in article 18(2) include a requirement that the person making the financial promotion does not select, modify or otherwise exercise control over its content before it is transmitted or received. Article 18(3) provides that a person is not selecting, modifying or exercising control merely as a result of having power to remove material which is illegal, defamatory or in breach of copyright or at the request of a regulatory body or where the law requires him to do
PERG 8.12.20GRP
The conditions in article 18 also require that the person acting as the mere conduit must communicate in the course of an activity1 carried on by him the principal purpose of which is transmitting or receiving material provided to him by others. In the FSA's view, what matters is that the person is carrying on an activity1 which has the required principal purpose. Such an activity1 might represent but a part of a person’s overall business1 activities (however small), so long as
PERG 8.12.22GRP
Article 19(4) sets out conditions which, if all are satisfied, offer conclusive proof that a financial promotion is directed only at investment professionals. These conditions relate to indications accompanying the financial promotion and the existence of proper systems and procedures. The guidance about proper systems and procedures in PERG 8.12.6 G applies equally to article 19. Article 19(6) specifically states that a financial promotion may be treated as made only to or directed
PERG 8.12.25GRP
With this objective in mind, the exemption in article 20 applies to any non-real time financial promotion the contents of which are devised by a person acting as a journalist where the financial promotion is in:1(1) a newspaper, journal, magazine or other periodical publication;(2) a regularly updated news or information service (such as a website or teletext service); or(3) a television or radio broadcast or transmission.In addition, the publication, service or broadcast must
PERG 8.12.26GRP
Provided the conditions in PERG 8.12.25 G are met, the exemption in article 20 applies to any non-real time financial promotion. However, there is an additional condition where the subject matter of the financial promotion is shares or options, futures or contracts for differences relating to shares and the financial promotion identifies directly a person who issues or provides such an investment. In such cases, the exemption is subject to a disclosure requirement which is itself
PERG 8.12.29GRP
The effect of PERG 8.12.27G (1) is that a journalist will not breach section 21 by not disclosing a financial interest, providing that the publication, service or broadcast concerned operates proper systems and procedures. As with the exemption in article 12 of the Financial Promotion Order (see PERG 8.12.6 G), what proper systems and procedures are will be a matter ultimately for the courts to determine and may vary according to the medium used. It will depend upon all the circumstances
PERG 8.12.30GRP
Persons such as experts or analysts may be approached to contribute at very short notice and may be overseas. In such cases, the systems and procedures referred to in PERG 8.12.29 G may not be practical. It is the FSA's opinion that, where occasional contributors are concerned, proper systems and procedures may include arrangements for ensuring that the need for disclosure (or the avoidance of financial interests) is drawn to the contributor’s attention before the communication
PERG 8.12.31GRP
It appears to the FSA, however, that there will be situations when it may not be practical for the persons who are responsible for a publication, service or broadcast to apply proper systems and procedures to every person who may, whilst acting in the capacity of a journalist, communicate a financial promotion. For example where persons are asked to stand in at the last moment. In such cases, it is the FSA's opinion that the benefit of the exclusion will not be lost as respects
PERG 8.12.34GRP
The exemption applies where the financial promotion:(1) comprises words which are spoken by the director or employee and not broadcast, transmitted or displayed in writing; or(2) is displayed in writing only because it is part of an interactive dialogue to which the director or employee is a party and in the course of which he is expected to respond immediately to questions put by a recipient of the communication.This is provided that the financial promotion is not part of an
PERG 8.12.36GRP
The first part of the exemption (referred to in PERG 8.12.34G (1)) specifically precludes any form of written communication. However, the FSA understands that the Treasury did not intend to prohibit the use of written words in the form of subtitling. These may be an aid to those with hearing difficulties or to interpret a foreign language, or the use of captions which supplement a spoken communication by highlighting aspects of it without introducing anything new. The FSA cannot
PERG 8.10.3GRP
In the FSA's view, the matters identified in PERG 8.10.2 G mean that:(1) for a communication to be real time it must be made in course of an interactive dialogue; but that(2) if the interactive dialogue takes place by means of the exchange of letters or e-mails or in a publication, the communication will be deemed to be non-real time. In this case, publications include newspapers, journals, magazines or other periodical publications, websites or similar systems for the electronic
PERG 8.10.4GRP
The words ‘personal visit, telephone conversation or other interactive dialogue’ clearly imply that the first two are types of the third. In the FSA's view, it is difficult to envisage circumstances in which a personal visit or telephone conversation would not be interactive. The very fact of a conversation taking place would mean two or more persons were interacting with each other. A telephone call is not the same thing as a conversation. It may be made to, or even by, an intelligent
PERG 8.10.5GRP
In the FSA's view, the fact that scope for interaction is essential if a financial promotion is to be real time leads to the following conclusions.(1) Most communications made in written or pictorial form will not offer scope for interaction. The most likely exception to this is where persons are expected to respond immediately. This situation may arise, for example, where the equivalent of a telephone conversation is conducted by e-mail. This is the basis of the exemption in
PERG 8.10.7GRP
In the FSA's view, a communication which may exist in enduring form will be a non-real time communication. Examples of this include videos, audio cassettes, bulletin boards, websites and recorded telephone messages. Messages placed on Internet chat-rooms will also be non-real time. Radio or television programmes or teletext services may contain communications that involve an interactive dialogue. For example, a communication made by the broadcaster and addressed to an interviewee
PERG 8.10.11GRP
PERG 8.6.9 G explains that article 6 of the Financial Promotion Order has the broad effect that a communication is made to another person where it is addressed to a particular person or persons. It also states that a ‘recipient’ of a communication is the person or persons to who it is made (that is to whom it is addressed). This takes on importance where certain exemptions which apply to real time financial promotions made to a person are concerned. It appears to the FSA that,
PERG 8.10.12GRP
In the FSA's view, persons who may be engaging in investment activity jointly include:(1) a married couple;(2) two or more persons, who will invest jointly in a product (for example, a cohabiting couple who are not married or members of a family);(3) the directors of a company or partners in a firm;(4) members of a group of companies;(5) the participants in a joint commercial enterprise;(6) the members of an investment club; and(7) the managers or prospective managers of a company
PERG 8.10.14GRP
In the FSA's view, the mere fact of a person accepting an invitation to attend a meeting does not automatically mean that he has initiated any dialogue which may take place during the meeting and which may amount to a financial promotion. This will depend on the facts of each case and such matters as the manner in which the invitations are made, the arrangements for acceptance and how the meeting is conducted. For example, the fact that investments or investment services will
SUP 17.2.1RRP
1A firm may rely on a third party acting on the firm's behalf to make a transaction report to the FSA.[Note: article 25(5) of MiFID]
SUP 17.2.2GRP
1The FSA will treat a firm as acting in accordance with SUP 17.2.1 R in circumstances where the firm enters into a transaction with another person in the course of providing a service of portfolio management on behalf of one or more clients, provided it:(1) enters into the transaction in the exercise of a discretion conferred on it by an investment mandate or does so having specifically recommended the transaction to its client;(2) has reasonable grounds to be satisfied that the
SUP 17.2.3RRP
1A firm is relieved of its obligation to make a transaction2report2 if the transaction is instead reported directly to the FSA by an approved reporting mechanism2, or by a regulated market or MTF through whose systems the transaction was completed.[Note: article 25(5) of MiFID]2
SUP 17.2.3AGRP
2The regulated markets and MTFs that report transactions undertaken on their systems to the FSA are listed on the FSA's website at: www.fsa.gov.uk/Pages/Doing/Regulated/Returns/mtr/liffe_feed/index.shtml.
SUP 17.2.4GRP
1The FSA will expect a firm which seeks to rely upon the waiver in SUP 17.2.3 R to take reasonable steps to verify that transaction reports will be made in accordance with the standards laid down in this chapter and in particular should ascertain and remain satisfied that:(1) the provider of the transaction reporting facility maintains an automated reporting system which the firm is able to access through the efficient inputting of transactions into the system;(2) the terms of
SUP 17.2.5RRP
(1) 21The operator of , an approved reporting mechanism2, or the operator of an MTF or a market operator through whose systems a reportable transaction is to be completed and which has, pursuant to SUP 17.2.3 R, agreed to make transactionreports2 to the FSA on behalf of a firm, must:2(a) make reports to the FSA in respect of each to which the agreement relates;2(b) ensure such reports 2contain the reporting fields specified in SUP 17 Annex 1, where applicable; and2(c) ensure
SUP 17.2.7RRP
1A firm must report the required details of the transaction to the FSA as quickly as possible and by not later than the close of the working day following the day upon which that transaction took place.[Note: article 25(3) of MiFID]
SUP 9.2.1GRP
Requests for individual guidance may be made in writing or orally. If oral queries raise complex or significant issues, the FSA will normally expect the details of the request to be confirmed in writing. Simple requests for guidance may often be dealt with orally, although it is open to a person to seek a written confirmation from the FSA of oral guidance given by the FSA.
SUP 9.2.2GRP
A firm and its professional advisers should address requests for individual guidance to the firm's usual supervisory contact at the FSA, with the exception of requests for guidance on the Code of Market Conduct (MAR 1) which should be addressed to the specialist team within the Markets and Exchanges Division. A firm may wish to discuss a request for guidance with the relevant contact before making a written request.
SUP 9.2.3GRP
A person who is not a firm should address his request for individual guidance to the appropriate department within the FSA. A person who is unsure of where to address his request may address his enquiry to the FSA, making clear the nature of the request.
SUP 9.2.4GRP
The FSA does not expect to enter into discussions on a 'no-name' basis about the affairs of an individual person except in relation to SUP 9.2.4A G.11
SUP 9.2.5GRP
The FSA will aim to respond quickly and fully to reasonable requests. The FSA will give high priority to enquiries about areas of genuine uncertainty or about difficulties in relating established requirements to innovative practices or products. What constitutes a 'reasonable request' is a matter for the FSA. It will depend on the nature of the request and on the resources of the firm or other person making it. The FSA will expect the person to have taken reasonable steps to research
SUP 9.2.6GRP
The FSA will always need sufficient information and time before it can properly evaluate the situation and respond to a request. If a request is time-critical, the person or its professional adviser should make this clear. The more notice a person can give the FSA, the more likely it is that the FSA will be able to meet the person's timetable. However, the time taken to respond will necessarily depend upon the complexity and novelty of the issues involved. In making a request,
LR 3.4.4RRP
An applicant must submit, in final form, to the FSA by midday two business days before the FSA is to consider the application:1(1) a completed Application for Admission of Securities to the Official List;(2) either:(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 for the securities;1(3)
LR 3.4.5RRP
11If confirmation of the number of securities to be issued pursuant to a board resolution cannot be submitted to the FSA by the deadline set out in LR 3.4.4 R or, the number of securities to be admitted is lower than the number notified under LR 3.4.4 R, written confirmation of the number of securities to be issued or admitted must be provided to the FSA by the applicant at least one hour before the admission to listing is to become effective.
LR 3.4.6RRP
An applicant must keep, for six years after the admission to listing, a copy of the items set out in LR 3.3.6 R (1) to (6) and LR 3.3.6 R (9)1and must provide any of those documents to the FSA if requested to do so.1
LR 3.4.7RRP
An applicant must comply with LR 3.4.4 R to LR 3.4.6 R with the following modifications:1(1) [deleted]11(2) if the FSA approves the application it will admit to listing all debt securities which may be issued under the programme within 12 months after the publication of the base prospectus or listing particulars subject to the FSA:(a) being advised of the final terms of each issue for which a listing is sought; and1(b) receiving and approving for publication any supplementary
LR 3.4.8RRP
(1) The final terms must be submitted in writing to the FSA as soon as possible after they have been agreed and no later than 2 p.m. on the day before listing is to become effective.(2) The final terms may be submitted by:(a) the applicant; or(b) a duly authorised officer of the applicant.11(3) [deleted]11Note: For further details on final terms, see PR 2.2.9 R.1
LR 3.4.9RRP
A public sector issuer that seeks admission of debt securities referred to in paragraphs 2 and 4 of Schedule 11A of the Act must submit to the FSA in final form a completed Application for Admission of Securities to the Official List.Note: The Application for Admission of Securities to the Official List form can be found on the UKLA section of the FSA's website.1
LR 3.4.11RRP
An applicant referred to in LR 3.4.10 R must submit the items set out in LR 3.4.4 R1to the FSA in final form by midday two business days before the FSA is to consider the application.111
DISP 1.10A.1RRP
(1) 1Where, in accordance with DISP 1.10.1 R, a firm submits a report to the FSA reporting 500 or more complaints, it must publish a summary of the complaints data contained in that report (the complaints data summary).(2) Where, in accordance with DISP 1.10.1C R, a firm submits a joint report on behalf of itself and other firms within a group and that report reports 500 or more complaints, it must publish a summary of the complaints data contained in the joint report (the complaints
DISP 1.10A.4RRP
A firm must immediately confirm to the FSA , in an email submitted tocomplaintsdatasummary@fsa.gov.uk, that the complaints data summary accurately reflects the report submitted to the FSA , that the summary has been published and where it has been published.
DISP 1.10A.7GRP
Firms may choose how they publish the complaints data summary. However, the summary should be readily available. For this reason, the FSA recommends that firms should publish the summary on their websites.
SUP 13.3.2GRP
A UK firm other than a UK pure reinsurer9cannot establish a branch in another EEA State for the first time under an EEA right unless the conditions in paragraphs 19(2), (4) and (5) of Part III of Schedule 3 to the Act are satisfied. It is an offence for a UK firm which is not an authorised person to contravene this prohibition (paragraph 21 of Part III of Schedule 3 to the Act). These conditions are that:(1) the UKfirm has given the FSA, in accordance with the FSArules (see SUP
SUP 13.3.2AGRP
4If the UK firm is passporting under the Insurance Mediation Directive and the EEA State in which the UK firm is seeking to establish a branch has not notified the European Commission of its wish to be informed of the intention of persons to establish a branch in its territory in accordance with article 6(2) of that directive, SUP 13.3.2 G (2) and SUP 13.3.2 G (3) do not apply. Accordingly, the UK firm may establish the branch to which its notice of intention8 relates as soon
SUP 13.3.2CGRP
4An exempt professional firm which is included in the record of unauthorised persons carrying on insurance mediation activity maintained by the FSA under article 93 of the Regulated Activities Order may establish a branch in another EEA State under the Insurance Mediation Directive (see PROF 7.2).
SUP 13.3.5GRP
(1) 8If the UK firm'sEEA right derives from the Banking Consolidation Directive, MiFID8 or the UCITS Directive, the FSA will give the Host State regulator a consent notice within three months unless it has reason to doubt the adequacy of a UK firm's resources or its administrative structure.8 The Host State regulator then has a further two months to notify the applicable provisions (if any) and prepare for the supervision, as appropriate, of the UK firm, or in the case of a MiFID
SUP 13.3.6GRP
(1) If the FSA gives a consent notice, it will inform the UK firm in writing that it has done so.(2) The consent notice will contain, among other matters, the requisite details or, 8if the firm is passporting under the Insurance Directives, the relevant EEA details8 (see SUP 13 Annex 18) provided by the UK firm in its notice of intention8 (see SUP 13.5 (Notices of intention)).8888
REC 4.2C.1GRP
1Section 301A(1) of chapter3 1A of Part XVIII of the Act places an obligation on a person who decides to acquire or increase control (see sections 301D and 301E of the Act) over a UK RIE3to notify the FSA, before making the acquisition3. Furthermore, those persons are required to obtain the FSA's approval before acquiring control 3or increasing the level of control held.33333
REC 4.2C.2GRP
The FSA will approve an acquisition or an increase in 3control if it is satisfied that the acquisition by the person seeking approval does not pose a threat to the sound and prudent management of any financial market operated by the UK RIE (see section 301F(4) of the Act). 3333
REC 4.2C.3GRP
If a proposed acquirer 3has complied with the obligation to notify, the procedure the FSA will follow if it approves or does not approve of that person acquiring or increasing control 3is set out in sections3 301F and 301G 3of the Act.333
REC 4.2C.6GRP
The FSA's internal arrangements provide for any decisions to refuse to approve an acquisition or3 object to an existing control to be taken at an appropriately senior level.3
REC 4.2C.7GRP
If the FSA refuses to approve an acquisition3 or objects to an existing control, the person concerned may refer the matter to the Tribunal (see EG 2.39).232
REC 4.2C.8GRP
The powers the FSA can exercise in the event that a person acquires or continues to exercise control notwithstanding the FSA's refusal to approve the acquisition of control or the FSA's objection to the exercise of control are set out in sections 301J and 301K 3of the Act.3
SUP 15.6.1RRP
A firm must take reasonable steps to ensure that all information it gives to the FSA in accordance with a rule in any part of the Handbook (including Principle 11) is:(1) factually accurate or, in the case of estimates and judgments, fairly and properly based after appropriate enquiries have been made by the firm; and(2) complete, in that it should include anything of which the FSA would reasonably expect notice.
SUP 15.6.2GRP
SUP 15.6.1 R applies also in relation to rules outside this chapter, and even if they are not notification rules. Examples of rules and chapters to which SUP 15.6.1 R is relevant, are:(1) Principle 11, and the guidance on Principle 11 in SUP 2 (Information gathering by the FSA on its own initiative);(2) SUP 15 (Notifications to the FSA):(3) SUP 16 (Reporting requirements); (4) SUP 17 (Transaction reporting); 1(5) any notification rule (see Schedule 2 which contains a consolidated
SUP 15.6.3GRP
If a firm is unable to obtain the information required in SUP 15.6.1 R(2), then it should inform the FSA that the scope of the information provided is, or may be, limited.
SUP 15.6.4RRP
If a firm becomes aware, or has information that reasonably suggests that it has or may have provided the FSA with information which was or may have been false, misleading, incomplete or inaccurate, or has or may have changed in a material particular, it must notify the FSA immediately. Subject to SUP 15.6.5 R, the notification must include:(1) details of the information which is or may be false, misleading, incomplete or inaccurate, or has or may have changed; (2) an explanation
SUP 15.6.6GRP
The FSA may request the firm to provide revised documentation containing the correct information, if appropriate.
SUP 15.6.7GRP
Firms are reminded that section 398 of the Act (Misleading the Authority: residual cases) makes it an offence for a firm knowingly or recklessly to provide the FSA with information which is false or misleading in a material particular in purported compliance with the FSA'srules or any other requirement imposed by or under the Act. An offence by a body corporate, partnership or unincorporated association may be attributed to an officer or certain other persons (section 400 of the
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 shares5 to trading; or5(2) requested a RIE to cancel or suspend trading of any of its listedequity shares;5 or(3) been informed by a RIE that trading of any of its listedequity shares5 will be cancelled or suspended.5
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.
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
SUP 13.4.2GRP
A UK firm, other than a UK pure reinsurer,9 cannot start providing cross border services into another EEA State under an EEA right unless it satisfies the conditions in paragraphs 20(1) of Part III of Schedule 3 to the Act and, if it derives its EEA right from the Insurance Directives, paragraph 20(4B) of Part III of Schedule 3 to the Act. It is an offence for a UK firm which is not an authorised person to breach this prohibition (paragraph 21 of Part III of Schedule 3 to the
SUP 13.4.2BGRP
4An exempt professional firm which is included in the record of unauthorised persons carrying on insurance mediation activity maintained by the FSA under article 93 of the Regulated Activities Order may provide cross border services in another EEA State under the Insurance Mediation Directive (see PROF 7.2).
SUP 13.4.4GRP
8(1) If8 the UK firm'sEEA right derives from MiFID8, the Banking Consolidation Directive or the UCITS Directive, paragraph 20(3) of Part III of Schedule 3 to the Act requires the FSA to send a copy of the notice of intention8 to the Host State Regulator within one month8 of receipt.8However, a UK firm passporting under the Banking Consolidation Directive or MiFID may start providing cross border services as soon as it satisfies the relevant conditions (see SUP 13.4.2 G).888888(2)
LR 5.2.1RRP
The FSA may cancel the listing of securities if it is satisfied that there are special circumstances that preclude normal regular dealings in them. [Note: article 18(2) CARD]
LR 5.2.2GRP
Examples of when the FSA may cancel the listing of securities include (but are not limited to) situations where it appears to the FSA that:(1) the securities are no longer admitted to trading as required by these rules; or(2) the issuer no longer satisfies its continuing obligations for listing, for example if the percentage of shares in public hands falls below 25% or such lower percentage as the FSA may permit (the FSA may however allow a reasonable time to restore the percentage,
LR 5.2.3GRP
The FSA will generally cancel the listing of a listed company'sequity shares5 when it completes a reverse takeover.5
LR 5.2.4RRP
An issuer must satisfy the requirements applicable to it in LR 5.2.5 R to LR 5.2.11 R and LR 5.3 before the FSA will cancel the listing of its securities at its request.
LR 5.2.5RRP
Subject to 41LR 5.2.7 R, LR 5.2.10 R and LR 5.2.12 R, 1an issuer with a premium listing4that wishes the FSA to cancel the listing of any of its 5equity shares1with a premium listing4must:1114(1) send a circular to the holders of the securities. The circular must:(a) comply with the requirements of LR 13.3.1 R and LR 13.3.2 R (contents of all circulars);(b) be submitted to the FSA for approval prior to publication; and(c) include the anticipated date of cancellation (which must
LR 5.2.8RRP
An issuer that wishes the FSA to cancel the listing of listed securities (other than equity shares1with a premium listing41) must notify a RIS, giving at least 20 business days notice of the intended cancellation but is not required to obtain the approval of the holders of those securities contemplated in LR 5.2.5 R (2).1544
SUP 6.2.1GRP
A firm authorised under Part IV of the Act (Permission to carry on regulated activity) has a single Part IV permission granted by the FSA. A firm's Part IV permission specifies all or some of the following elements (see PERG 2 Annex 2 (Regulated activities and the permission regime) and the FSA website "How do I get authorised": http://www.fsa.gov.uk/Pages/Doing/how/index.shtml3):3(1) a description of the activities the firm may carry on, including any limitations;(2) the specified
SUP 6.2.4AGRP
1If a firm intends to transfer its business to a different legal entity (for example, the business is to be transferred from a sole trader to a partnership or the other way around) it will need to apply to the FSA for cancellation of its Part IV permission and the entity to which the business is to be transferred will need to apply for a Part IV permission.
SUP 6.2.5GRP

Variation and cancellation of Part IV permission. See ofSUP 6.2.3 G

Question

Variation of Part IV permission

Cancellation of Part IV permission

What does the application apply to?

Individual elements of a firm's Part IV permission. Variations may involve adding or removing categories of regulated activity or specified investments or varying or removing any limitations or requirements in the firm's Part IV permission.

A firm's entire Part IV permission and not individual elements within it.

In what circumstances is it usually appropriate to make an application?

If a firm:

1. wishes to change the regulated activities it carries on in the United Kingdom under a Part IV permission (SUP 6.3); or

2. has the ultimate intention of ceasing carrying on regulated activities but due to the nature of those regulated activities (for example, accepting deposits, or insurance business) it will require a long term (normally over six months) to wind down (run off) its business (see SUP 6.2.8 G to SUP 6.2.11 G and SUP 6 Annex 4).

If a firm:

1. has ceased to carry on all of the regulated activities for which it has Part IV permission (SUP 6.4); or

2. wishes or expects to cease carrying on all of the regulated activities for which it has Part IV permission in the short term (normally not more than six months). In this case, the firm may apply to cancel its Part IV permission prior to ceasing the regulated activities (see SUP 6.4.3 G).

Where do I find a summary of the application procedures?

See SUP 6 Annex 2 .

See SUP 6 Annex 3.

SUP 6.2.14GRP
A firm making an application to vary or cancel its Part IV permission which requires any approval from the Society of Lloyd's should apply to the Society for this at the same time as applying to the FSA for the variation or cancellation. See SUP 6 Annex 4 for additional procedures.
SUP 6.4.5DRP
(1) A firm other than a credit union wishing to cancel its Part IV permission, must apply online at www.fsa.gov.uk using the form specified on the FSA's ONA system.99(2) A credit union wishing to cancel its Part IV permission must apply using the form in SUP 6 Annex 6D and submit its application in the way set out in SUP 15.7.4 R to SUP 15.7.9 G (Form and method of notification). The application must be addressed for the attention of the Cancellations Team at the FSA.99(a) [deleted]949(b)
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.
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
SUP 12.7.1ARRP
(1) 8A firm other than a credit union must submit the form in SUP 12 Annex 3 R onlineat www.fsa.gov.uk using the FSA's ONAsystem.(2) A credit union must submit the form in SUP 12 Annex 3 R in the way set out in SUP 15.7.4 R to SUP 15.7.9 G (Form and method of notification).(3) Where a firm is obliged to submit an application online under (1), if the FSA's information technology systems fail and online submission is unavailable for 24 hours or more, until such time as facilities
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 R (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
SUP 12.7.8ARRP
(1) 8A firm other than a credit union must submit the form as set out in SUP 12 Annex 4 R online at www.fsa.gov.uk using the FSA's ONAsystem.(2) A credit union must submit the form in SUP 12 Annex 4 R in the way set out in SUP 15.7.4 R to SUP 15.7.9 G (Form and method of notification).(3) Where a firm is obliged to submit an application online under (1), if the FSA's information technology systems fail and online submission is unavailable for 24 hours or more, until such time
SUP 12.7.10GRP
8If the FSA's information technology systems fail and online submission is unavailable for 24 hours or more, the FSA will endeavour to publish a notice on its website confirming that online submission is unavailable and that firms, other than credit unions, should use the alternative methods of submission set out in SUP 12.7.1AR (3) and SUP 12.7.8AR (3) (as appropriate), and SUP 15.7.4 R to SUP 15.7.9 G, addressingclearly marking applications for the attention of the Individuals