Related provisions for PERG 8.14.38

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DTR 5.4.2RRP
(1) The parent undertaking of an investment firm authorised under MiFID shall not be required to aggregate its holdings with the holdings which such investment firm manages on a client-by-client basis within the meaning of Article 4(1), point 9, of MiFID, provided that:(a) the investment firm is authorised to provide such portfolio management;(b) it may only exercise the voting rights attached to such shares under instructions given in writing or by electronic means or it ensures
DTR 5.4.4RRP
A parent undertaking which wishes to make use of the exemption in relation to issuers subject to this chapter whose shares are admitted to trading on a regulated market must without delay, notify the following to the FSA:1(1) a list of the names of those management companies, investment firms or other entities, indicating the competent authorities that supervise them, but with no reference to the issuers concerned; and(2) a statement that, in the case of each such management company
DTR 5.4.6RRP
A parent undertaking of a management company or of an investment firm must in relation to issuers subject to this chapter whose shares are admitted to trading on a regulated market be able to demonstrate to the FSA on request that:1(1) the organisational structures of the parent undertaking and the management company or investment firm are such that the voting rights are exercised independently of the parent undertaking;(2) the persons who decide how the voting rights are exercised
LR 9.8.4RRP
In addition to the requirements set out in DTR 4.1 a listed company1 must include in its annual financial report1, where applicable, the following:1(1) a statement of the amount of interest capitalised by the group during the period under review with an indication of the amount and treatment of any related tax relief;(2) any information required by LR 9.2.18 R (Publication of unaudited financial information);(3) details of any small related party transaction as required by LR
LR 9.8.6RRP
In the case of a listed company incorporated in the United Kingdom, the following additional items must be included in its annual financial report1:1(1) a statement setting out all the interests (in respect of which transactions are notifiable to the company under DTR 3.1.2 R) 4of each person who is4 a3director of the listed company as at the end of4 the period under review including:44334(a) all changes in the interests of each director that have occurred between the end of the
LR 9.8.13RRP
Any summary financial statement issued by a listed company as permitted under the Companies Act 20066, must disclose:3346(1) earnings per share; and(2) the information required for summary financial statements set out in or under6 the Companies Act 20066.3346
MIPRU 4.4.2RRP

Table: Items which are eligible to contribute to the capital resources of a firm

Item

Additional explanation

1.

Share capital

This must be fully paid and may include:

(1)

ordinary share capital; or

(2)

preference share capital (excluding preference shares redeemable by shareholders within two years).

2.

Capital other than share capital (for example, the capital of a sole trader, partnership or limited liability partnership)

The capital of a sole trader is the net balance on the firm's capital account and current account. The capital of a partnership is the capital made up of the partners':

(1)

capital account, that is the account:

(a)

into which capital contributed by the partners is paid; and

(b)

from which, under the terms of the partnership agreement, an amount representing capital may be withdrawn by a partner only if:

(i) he ceases to be a partner and an equal amount is transferred to another such account by his former partners or any person replacing him as their partner; or

(ii) the partnership is otherwise dissolved or wound up; and

(2)

current accounts according to the most recent financial statement.

For the purpose of the calculation of capital resources, in respect of a defined benefit occupational pension scheme:

(1)

a firm must derecognise any defined benefit asset;

(2)

a firm may substitute for a defined benefit liability the firm'sdeficit reduction amount, provided that the election is applied consistently in respect of any one financial year.

3.

Reserves (Note 1)

These are, subject to Note 1, the audited accumulated profits retained by the firm (after deduction of tax, dividends and proprietors' or partners' drawings) and other reserves created by appropriations of share premiums and similar realised appropriations. Reserves also include gifts of capital, for example, from a parent undertaking.

For the purposes of calculating capital resources, a firm must make the following adjustments to its reserves, where appropriate:

(1)

a firm must deduct any unrealised gains or, where applicable, add back in any unrealised losses on debt instruments held, or formerly held,3 in the available-for-sale financial assets category;

(2)

a firm must deduct any unrealised gains or, where applicable, add back in any unrealised losses on cash flow hedges of financial instruments measured at cost or amortised cost;

(3)

in respect of a defined benefit occupational pension scheme:

(a)

a firm must derecognise any defined benefit asset;

(b)

a firm may substitute for a defined benefit liability the firm'sdeficit reduction amount, provided that the election is applied consistently in respect of any one financial year.

4.

Interim net profits (Note 1)

If a firm seeks to include interim net profits in the calculation of its capital resources, the profits have, subject to Note 1, to be verified by the firm's external auditor, net of tax, anticipated dividends or proprietors' drawings and other appropriations.

5.

Revaluation reserves

6.

General/ collective provisions (Note 1)

These are provisions that a firm carrying on home financing1or home finance administration1holds against potential losses that have not yet been identified but which experience indicates are present in the firm's portfolio of assets. Such provisions must be freely available to meet these unidentified losses wherever they arise. Subject to Note 1, general/collective provisions must be verified by external auditors and disclosed in the firm's annual report and accounts.

1111

7.

Subordinated loans

Subordinated loans must be included in capital on the basis of the provisions in this chapter that apply to subordinated loans.

Note:

1

Reserves must be audited and interim net profits, general and collective provisions must be verified by the firm's external auditor unless the firm is exempt from the provisions of Part VII of the Companies Act 1985 (section 249A (Exemptions from audit)) or, where applicable, Part 16 of the Companies Act 2006 (section 477 (Small companies: Conditions for exemption from audit))2 relating to the audit of accounts. 2
MIPRU 4.4.4RRP

Table: Items which must be deducted from capital resources

1

Investments in own shares

2

Intangible assets (Note 1)

3

Interim net losses (Note 2)

4

Excess of drawings over profits for a sole trader or a partnership (Note 2)

Notes

Notes 1. Intangible assets are the full balance sheet value of goodwill (but not until 14 January 2008 - see transitional provision 1), capitalised development costs, brand names, trademarks and similar rights and licences.

2. The interim net losses in row 3, and the excess of drawings in row 4, are in relation to the period following the date as at which the capital resources are being computed.
MIPRU 4.4.8RRP
  1. (1)

    This rule applies to a firm which:

    1. (a)

      carries on:

      1. (i)

        insurance mediation activity; or

      2. (ii)

        home finance mediation activity1(or both); and

        1
    1. (b)

      in relation to those activities, holds client money or other client assets;

but is not carrying on home financing1orhome finance administration1.

1111
  1. (2)

    In calculating its capital resources, the firm must exclude any amount by which the aggregate amount of its subordinated loans and its redeemable preference shares exceeds the amount calculated as follows:

    2. four times (a - b - c);

    where:

    a

    =

    items 1 to 5 in the Table of items which are eligible to contribute to a firm's capital resources (see MIPRU 4.4.2 R)

    b

    =

    the firm's redeemable preference shares; and

    c

    =

    the amount of its intangible assets (but not goodwill until 14 January 2008 - see transitional provision 1).
DTR 4.2.1RRP
Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer:(1) whose shares or debt securities are admitted to trading; and(2) whose Home State is the United Kingdom.
DTR 4.2.8RRP
(1) In addition to the requirement set out in DTR 4.2.7 R, an issuer of shares must disclose in the interim management report the following information, as a minimum:(a) related parties transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or the performance of the enterprise during that period; and(b) any changes in the related parties transactions described in the last annual report that
DTR 4.2.10RRP
(1) Responsibility statements must be made by the persons responsible within the issuer. [Note: article 5(2)(c) of the TD](2) The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.[Note: article 5(2)(c) of the TD](3) For each person making a responsibility statement, the statement must confirm that to the best of his or her knowledge:(a) the condensed set of financial statements, which has been prepared
LR 9.3.9RRP
Where a listedcompany has taken a power in its constitution to impose sanctions on a shareholder who is in default in complying with a notice served under section 7932 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)2:22(1) sanctions may not take effect earlier than 14 days after service of the notice;(2) for a shareholding of less than 0.25% of the shares of a particular class (calculated exclusive of treasury shares), the only
LR 9.3.11RRP
A listed company proposing to issue equity securities7 for cash or to sell treasury shares that are equity shares8for cash must first offer those equity securities7 in proportion to their existing holdings to:78887(1) existing holders of that class of equity shares (other than the listed company itself by virtue of it holding treasury shares); and(2) holders of other equity shares of the listed company who are entitled to be offered them.
LR 9.3.12RRP
LR 9.3.11 R does not apply to:8(1) a listed company incorporated in the United Kingdom if a 8disapplication of statutory pre-emption rights has been authorised by shareholders in accordance with section 57053(Disapplication of pre-emption rights: directors acting under general authorisation) or section 571 (Disapplication of pre-emption rights by special resolution) of the Companies Act 2006 and the issue of equity securities78 or sale of treasury shares that are equity shares
GENPRU 2.3.35GRP
The effect of GENPRU 2.3.34 R is that Lloyd's members' contributions, including letters of credit, guarantees and life assurance policies, are admissible assets.
REC 2.6.7EURP

Article 17 of the MiFID Regulation

2Pre-trade transparency obligations

(1)

A ... market operator operating an MTF or a regulated market shall, in respect of each share admitted to trading on a regulated market that is traded within a system operated by it and specified in Table 1 of Annex II [(see REC 2.6.8 EU)], make public the information set out in paragraphs 2 to 6.

(2)

Where one of the entities referred to in paragraph 1 operates a continuous auction order book trading system, it shall, for each share as specified in paragraph 1, make public continuously throughout its normal trading hours the aggregate number of orders and of the shares those orders represent at each price level, for the five best bid and offer price levels.

(3)

Where one of the entities referred to in paragraph 1 operates a quote-driven trading system, it shall, for each share as specified in paragraph 1, make public continuously throughout its normal trading hours the best bid and offer by price of each market maker in that share, together with the volumes attaching to those prices.

The quotes made public shall be those that represent binding commitments to buy and sell the shares and which indicate the price and volume of shares in which the registered market makers are prepared to buy or sell.

In exceptional market conditions, however, indicative or one-way prices may be allowed for a limited time.

(4)

Where one of the entities referred to in paragraph 1 operates a periodic auction trading system, it shall, for each share specified in paragraph 1, make public continuously throughout its normal trading hours the price that would best satisfy the system's trading algorithm and the volume that would potentially be executable at that price by participants in that system.

(5)

Where one of the entities referred to in paragraph 1 operates a trading system which is not wholly covered by paragraphs 2 or 3 or 4, either because it is a hybrid system falling under more than one of those paragraphs or because the price determination process is of a different nature, it shall maintain a standard of pre-trade transparency that ensures that adequate information is made public as to the price level of orders or quotes for each share specified in paragraph 1, as well as the level of trading interest in that share.

In particular, the five best bid and offer price levels and/or two-way quotes of each market maker in that share shall be made public, if the characteristics of the price discovery mechanism permit it.

(6)

A summary of the information to be made public in accordance with paragraphs 2 to 5 is specified in Table 1 of Annex II. [(see REC 2.6.8 EU)]
REC 2.6.8EURP

Table 1 of Annex II to the MiFID Regulation: Information to be made public in accordance with Article 17 (see REC 2.6.9EU)

2Type of system

Description of system

Summary of information to be made public, in accordance with Article 17

continuous auction order book trading system

a system that by means of an order book and a trading algorithm operated without human intervention matches sell orders with matching buy orders on the basis of the best available price on a continuous basis

the aggregate number of orders and the shares they represent at each price level, for at least the five best bid and offer price levels.

quote-driven trading system

a system where transactions are concluded on the basis of firm quotes that are continuously made available to participants, which requires the market makers to maintain quotes in a size that balances the needs of members and participants to deal in a commercial size and the risk to which the market maker exposes itself

the best bid and offer by price of each market maker in that share, together with the volumes attaching to those prices

periodic auction trading system

a system that matches orders on the basis of a periodic auction and a trading algorithm operated without human intervention

the price at which the auction trading system would best satisfy its trading algorithm and the volume that would potentially be executable at that price

trading system not covered by first three rows

A hybrid system falling into two or more of the first three rows or a system where the price determination process is of a different nature than that applicable to the types of system covered by [the] first three rows

adequate information as to the level of orders or quotes and of trading interest; in particular, the five best bid and offer price levels and/or two way quotes of each market maker in the share, if the characteristics of the price discovery mechanism so permit

REC 2.6.15EURP

Article 27(1) of the MiFID Regulation

2Post-trade transparency obligation

1.

... regulated markets, and ... market operators operating an MTF shall, with regard to transactions in respect of shares admitted to trading on regulated markets concluded ... within their systems, make public the following details:

(a)

the details specified in points 2, 3, 6, 16, 17, 18 and 21 of Table 1 of Annex I [(see REC 2.6.16 EU)]

(b)

an indication that the exchange of shares is determined by factors other than the current market valuation of the share, where applicable [(see REC 2.6.17 EU)];

(c)

an indication that the trade was a negotiated trade, where applicable;

(d)

any amendments to previously disclosed information, where applicable.

Those details shall be made public either by reference to each transaction or in a form aggregating the volume and price of all transactions in the same share taking place at the same price at the same time.
REC 2.6.29GRP
2In determining whether a UK RIE is ensuring that business conducted by means of its facilities is conducted in an orderly manner (and so as to afford proper protection to investors), the FSA may have regard to whether the UK RIE's arrangements and practices: (1) enable members and clients for whom they act to obtain the best price available at the time for their size and type of trade;(2) ensure:(a) sufficient pre-trade transparency in the UK RIE's markets taking account of the
LR 10.2.6BGRP
(1) 3The following arrangements will meet the definition of break fee arrangements in LR 10.2.6A R (although this list is not intended to be exhaustive): ‘no shop’ and ‘go shop’ type provisions, which require payment of a sum to a party in the event the seller finds an alternative purchaser; a requirement to pay another party’s wasted costs in the event a transaction fails; non refundable deposits.(2) In contrast, payments in the nature of damages (whether liquidated or unliquidated)
LR 10.2.8RRP
If:(1) a major subsidiary undertaking of a listed company issues equity shares for cash or in exchange for other securities or to reduce indebtedness;(2) the issue would dilute the listed company's percentage interest in the major subsidiary undertaking; and(3) the economic effect of the dilution is equivalent to a disposal of 25% or more of the aggregate of the gross assets or profits (after the deduction of all charges except taxation) of the group;the issue is to be treated
LR 12.6.3RRP
If by virtue of its holding treasury shares, a listed company is allotted shares as part of a capitalisation issue, the company must notify a RIS as soon as possible and in any event by no later than 7:30 a.m. on the business day following the calendar day on which allotment occurred of the following information:(1) the date of the allotment;(2) the number of shares allotted;(3) a statement as to what number of shares allotted have been cancelled and what number is being held
LR 12.6.4RRP
Any sale for cash, transfer for the purposes of or pursuant to an employees' share scheme or cancellation of treasury shares that represents over 0.5% of the listed company'sshare capital 2 must be notified to a RIS as soon as possible and in any event by no later than 7:30 a.m. on the business day following the calendar day on which the sale, transfer or cancellation occurred. The notification must include:2(1) the date of the sale, transfer or cancellation;(2) the number of
DTR 1B.1.3RRP
DTR 7.1 does not apply to:(1) any issuer which is a subsidiary undertaking of a parent undertaking where the parent undertaking is subject to DTR 7.1, or to requirements implementing Article 41 of the Audit Directive in any other EEA State;[Note: Article 41.6(a) of the Audit Directive](2) any issuer the sole business of which is to act as the issuer of asset-backed securities provided the entity makes a statement available to the public setting out the reasons for which it considers
DTR 1B.1.6RRP
The rules in DTR 7.2.2 R, 7.2.3 R and 7.2.7 R do not apply to an issuer which has not issued shares which are admitted to trading unless it has issued shares which are traded on an MTF.[Note: Article 46a(3) of the Fourth Company Law Directive]
SUP 11.9.2AGRP
2A firm may elect not to include the following close links in the notification submitted under SUP 11.9.1 R, SUP 11.9.5 R or SUP 16.5:(1) shares held in its capacity as custodian provided it can only exercise any voting rights attached to such shares under instructions given in writing or by electronic means; (2) shares held in its capacity as collateral taker under a collateral transaction which involves the outright transfer of securities provided it does not declare any intention
DTR 4.4.3RRP
The rules on half-yearly financial reports (DTR 4.2) do not apply to a credit institution whose shares are not admitted to trading and which has, in a continuous or repeated manner, only issued debt securities provided that:(1) the total nominal amount of all such debt securities remains below 100,000,000 Euros; and(2) the credit institution has not published a prospectus in accordance with the prospectus directive.[Note: article 8(2) of the TD]
DTR 4.4.5RRP
The rules on half-yearly financial reports (DTR 4.2)and Interim management statements (DTR 4.3) do not apply to an issuer of transferable securities convertible into shares.
LR 18.4.2RRP
A UK issuer of equity shares which the certificates represent must comply with the continuing obligations set out in LR 9 (Continuing obligations) in addition to the requirements of this section.
LR 18.4.3RRP
An overseas company that is the issuer of the equity shares which the certificates represent must comply with:(1) the requirements of this section;(2) the continuing obligations set out in LR 14.3 (Continuing obligations) (other than in LR 14.3.2 R and LR 14.3.15 R), LR 18.2.8 R3 and LR 18.4.3A R2; and1(3) DTR 21 (Disclosure and control of inside information by issuers), as if it were an issuer for the purposes of the disclosure rules and transparency rules.
COLL 3.3.6RRP
(1) This rule applies whenever the instrument of incorporation of an ICVC provides, in relation to any class, for smaller denomination shares and larger denomination shares.(2) Whenever a registered holding includes a number of smaller denomination shares that can be consolidated into a larger denomination share of the same class, the ACD must consolidate the relevant number of those smaller denomination shares into a larger denomination share.(3) The ACD may, to effect a transaction
COLL 3.3.7GRP
Regulation 45 of the OEIC Regulations (Shares) allows the rights attached to a share in an ICVC of any class to be expressed in two denominations, in which case the 'smaller' denomination must be such proportion of the 'larger' denomination (a standard share) as is fixed by the ICVC's instrument of incorporation as described in COLL 3.2.6R (19). This will enable holdings to consist of more or less than a complete number of larger denomination shares.
LR 10.5.4RRP
(1) 2If a listed company becomes aware of a matter described in (2) after the publication of a circular that seeks shareholder approval for a transaction expressly requiring a vote by the listing rules, but before the date of a general meeting, it must, as soon as practicable:(a) advise the FSA of the matters of which it has become aware; and(b) send a supplementary circular to holders of its listedequity shares providing an explanation of the matters referred to in (2).(2) The
LR 10.5.5GRP
2LR 13 applies in relation to a supplementary circular. It may be necessary to adjourn a convened shareholder meeting if a supplementary circular cannot be sent to holders of listedequity shares at least 7 days prior to the convened shareholder meeting as required by LR 13.1.9 R.
LR 13.2.1RRP
A listed company must not circulate or publish a circular unless it has been approved by the FSA.
LR 13.2.10RRP
3A listed company must send a circular to holders of its listedequity shares as soon as practicable after it has been approved.
PERG 9.4.4GRP
Analysing a typical corporate structure in terms of the definition of a collective investment scheme, money will be paid to the body corporate in exchange for shares or securities issued by it. The body corporate becomes the beneficial owner of that money in exchange for rights against the legal entity that is the body corporate. The body corporate then has its own duties and rights that are distinct from those of the holders of its shares or securities. Such arrangements will,
PERG 9.4.6GRP
In the FSA's view, the question of what constitutes a single scheme in line with section 235(4) of the Act does not arise in relation to a body corporate. This is simply because the body corporate is itself a collective investment scheme (and so is a single scheme). Section 235(4) contemplates a 'separate' pooling of parts of the property that is subject to the arrangements referred to in section 235(1). But to analyse a body corporate in this way requires looking through its
LR 13.1.2RRP
A listed company must ensure that circulars it issues to holders of its listedequity shares3 comply with the requirements of this chapter.
LR 13.1.9RRP
5A supplementary circular must be sent to holders of listedequity shares no later than 7 days prior to the date of a meeting at which a vote which is expressly required under the listing rules will be taken.
LR 8.2.1RRP
A company with, or applying for, a premium listing of its equity shares5 must appoint a sponsor on each occasion that it:4(1) is required to submit any of the following documents to the FSA in connection with6 an application for admission of equity shares5 to premium listing6:66(a) a prospectus or equivalent document1; or6(b) a certificate of approval from another competent authority; or6(c) a summary document as required by PR 1.2.3R (8); or6(d) listing particulars referred to
LR 8.2.1ARRP
4A company must appoint a sponsor where it applies to transfer its category of equity shares'5listing from:(1) a standard listing (shares) to a premium listing (commercial company); or5(2) a standard listing (shares) to a premium listing (investment company); or5(3) a premium listing (investment company) to a premium listing (commercial company); or(4) a premium listing (commercial company) to a premium listing (investment company).