Related provisions for CASS 5.1.9
This table belongs to COLL 7.3.1 G (4) (Explanation of COLL 7.3)3
3Summary of the main steps in winding up a solvent ICVC or terminating a sub-fund3 under FSA rules, assuming FSA approval. Notes: N = Notice to be given to the FSA under regulation 21 of OEIC Regulations E = commencement of winding up or termination W/U = winding up FAP = final accounting period (COLL 7.3.8 R(4)) |
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Step number |
Explanation |
When |
COLL rule (unless stated otherwise) |
1 |
Commence preparation of solvency statement |
N-28 days |
7.3.5 (2) |
2 |
Send audited solvency statement to the FSA with copy to depositary |
By N + 21 days |
7.3.5 (4) and (5) |
3 |
Receive the FSA approval |
N + one month |
Regulation 21 of OEIC Regulations |
4 |
Normal business ceases; notify unitholders3 3 |
E |
7.3.6 |
5 |
Realise proceeds, wind up, instruct depositary accordingly |
ASAP after E |
7.3.7 |
6 |
Prepare final account or termination account & have account audited |
On completion of W/U or termination |
7.3.8 |
7 |
Send final account or termination account and auditor's report to the FSA & unitholders |
3 | 7.3.8(6) |
8 |
Request FSA to revoke relevant authorisation order or update its records4 |
On completion of W/U or termination4 |
7.3.7(9) |
2Articles 26a, 26b and 26c respectively provide for a proportionate disclosure regime for rights issues (as defined by the PD Regulation); for small and medium-sized enterprises and companies with reduced market capitalisation; and for issues by credit institutions referred to in Article 1 (2) (j) of the PD.
Proportionate schedule for rights issues |
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26a |
1. |
The proportionate schedules set out in Annexes XXIII and XXIV shall apply to rights issues, provided that the issuer has shares of the same class already admitted to trading on a regulated market or a multilateral trading facility as defined in point 15 of Article 4(1) of Directive 2004/39/EC of the European Parliament and of the Council. |
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2. |
Issuers whose shares of the same class are already admitted to trading on a multilateral trading facility can only make use of the schedules set out in Annexes XXIII and XXIV when the rules of that multilateral trading facility contain the following: |
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(a) |
provisions requiring issuers to publish annual financial statements and audit reports within six months after the end of each financial year, half yearly financial statements within four months after the end of the first six months of each financial year and make public inside information as defined in point 1 of the first paragraph of Article 1 of Directive 2003/6/EC pursuant to Article 6 of that Directive; |
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(b) |
provisions requiring issuers to make the reports and information referred to in point (a) available to the public by publishing them on their websites; |
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(c) |
provisions preventing insider dealing and market manipulation in accordance with Directive 2003/6/EC. |
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3. |
A statement at the beginning of the prospectus shall indicate clearly that the rights issue is addressed to shareholders of the issuer and that the level of disclosure of the prospectus is proportionate to that type of issue. |
Proportionate schedules for small and medium-sized enterprises and companies with reduced market capitalisation |
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26b |
The proportionate schedules set out in Annexes XXV to XXVIII shall apply when securities issued by small and medium-sized enterprises and companies with reduced market capitalisation are offered to the public or admitted to trading on a regulated market situated or operating within a Member State. |
However, small and medium-sized enterprises and companies with reduced market capitalisation may instead choose to draw up a prospectus in accordance with the schedules set out Annexes I to XVII and XX to XXIV. |
Proportionate requirements for issues by credit institutions referred to in Article 1(2)(j) of Directive 2003/71/EC |
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26c |
Credit institutions issuing securities referred to in Article 1(2)(j) of Directive 2003/71/EC that draw up a prospectus in accordance with Article 1(3) of that Directive may choose to include in their prospectus historical financial information covering only the last financial year, or such shorter period that the issuer has been in operation, in accordance with Annex XXIX to this Regulation. |
Article 28 of the PD Regulation provides examples of information that may be incorporated by reference:
Arrangements for incorporation by reference |
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1. |
Information may be incorporated by reference in a prospectus or base prospectus, notably if it is contained in one the following documents: |
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(1) |
annual and interim financial information; |
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(2) |
documents prepared on the occasion of a specific transaction such as a merger or demerger; |
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(3) |
audit reports and financial statements; |
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(4) |
memorandum and articles of association; |
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(5) |
earlier approved and published prospectuses and/or base prospectuses; |
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(6) |
regulated information; |
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(7) |
circulars to security holders. |
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2. |
The documents containing information that may be incorporated by reference in a prospectus or base prospectus or in the documents composing it shall be drawn up following the provisions of [PR 4.1 (Use of languages)]. |
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3. |
If a document which may be incorporated by reference contains information which has undergone material changes, the prospectus or base prospectus shall clearly state such a circumstance and shall give the updated information. |
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4. |
The issuer, the offeror or the person asking for admission to trading on a regulated market may incorporate information in a prospectus or base prospectus by making reference only to certain parts of a document, provided that it states that the non-incorporated parts are either not relevant for the investor or covered elsewhere in the prospectus. |
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5. |
When incorporating information by reference, issuers, offerors or persons asking for admission to trading on a regulated market shall endeavour not to endanger investor protection in terms of comprehensibility and accessibility of the information. |
1Introduction |
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1. |
An accredited body is a body appearing in the list of such bodies in the Glossary.1 1 |
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2. |
Information on accredited bodies, including guidance on the process for including an applicant body in the list, is set out below and the obligation to pay the application fee is set out in FEES 3.2. |
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3. |
[deleted]1 1 |
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Process for including a body in the list of accredited bodies |
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4. |
In considering the compatibility of a proposed addition with the regulatory objectives, the FSA will determine whether the applicant will, if accredited, contribute to securing an appropriate degree of protection for consumers having regard in particular to: |
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(1) |
the matters set out in paragraphs 10 to 20; and |
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(2) |
the rules and practices of the applicant. |
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5. |
An application to the FSA to be added to the list of accredited bodies should set out how the applicant will satisfy the criteria in paragraphs 10 to 20. The application should be accompanied by a report from a suitable auditor which sets out its independent assessment of the applicant's ability to meet these criteria. An application form is available from the FSA upon request. |
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6. |
When considering an application for accredited body status the FSA may: |
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(1) |
carry out any enquiries and request any further information that it considers appropriate, including consulting other regulators; |
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(2) |
ask the applicant or its specified representative to answer questions and explain any matter the FSA considers relevant to the application; |
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(3) |
take into account any information which the FSA considers appropriate to the application; and |
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(4) |
request that any information provided by the applicant or its specified representative is verified in such a manner as the FSA may specify. |
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7. |
The FSA will confirm its decision in writing to the applicant. |
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8. |
The FSA will enter into an agreement with the applicant or accredited body which will specify the requirements that the accredited body must meet. These will include the matters set out in paragraphs 10 to 20. Approval as an accredited body becomes effective only when the name of the applicant is added to the Glossary definition of accredited body. |
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9. |
Paragraphs 10 to 20 set out the criteria which an applicant should meet to become an accredited body and which an accredited body should meet at all times. |
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Acting in the public interest and furthering the development of the profession |
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10. |
The FSA will expect an accredited body to act in the public interest, to contribute to raising consumer confidence and professional standards in the retail investment advice market and to promoting the profession. |
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Carrying out effective verification services |
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11. |
If independent verification of a retail investment adviser's professional standards has been carried out by an accredited body, the FSA will expect the accredited body to provide the retail investment adviser with evidence of that verification in a durable medium and in a form agreed by the FSA. This is referred to in this Appendix and TC 2.1.28 R as a 'statement of professional standing'. |
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12. |
The FSA will expect an accredited body to have in place effective procedures for carrying out its verification activities. These should include: |
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(1) |
verifying that each retail investment adviser who is a member of or subscriber to the accredited body's verification service has made an annual declaration in writing that the retail investment adviser has, in the preceding 12 months, complied with APER and completed the continuing professional development required under TC 2.1.15 R;1 |
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(2) |
verifying annually the continuing professional development records of no less than 10% of the retail investment advisers who have used its service in the previous 12 months to ensure that the records are accurate and the continuing professional development completed by the retail investment advisers is appropriate; and |
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(3) |
verifying that, if required by TC, the retail investment advisers who use its services have attained an appropriate qualification. This should include, where relevant, checking that appropriate qualification gap-fill records have been completed by the retail investment advisers. |
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13. |
The FSA will not expect an accredited body to carry out the verification in paragraph 12(3) if a retail investment adviser provides the accredited body with evidence in a durable medium which demonstrates that another accredited body has previously verified the retail investment adviser's appropriate qualification, including, where relevant, appropriate qualification gap-fill. |
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14. |
The FSA will expect an accredited body to make it a contractual condition of membership (where a retail investment adviser is a member of the accredited body) or of using its verification service (where a retail investment adviser is not a member of the accredited body) that, as a minimum, the accredited body will not continue to verify a retail investment adviser's standards and will withdraw its statement of professional standing if the accredited body is provided with false information in relation to a retail investment adviser's qualifications or continuing professional development or a false declaration in relation to a retail investment adviser's compliance with APER. In this regard, an accredited body must have in place appropriate decision-making procedures with a suitable degree of independence and transparency. |
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Having appropriate systems and controls in place and providing evidence to the FSA of continuing effectiveness |
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15. |
The FSA will expect an accredited body to ensure that it has adequate resources and systems and controls in place in relation to its role as an accredited body. |
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16. |
The FSA will expect an accredited body to have effective procedures in place for the management of conflicts of interest and have a well-balanced governance structure with at least one member who is independent of the sector. |
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17. |
The FSA will expect an accredited body to have a code of ethics and to ensure that its code of ethics and verification service terms and conditions do not contain any provisions that conflict with APER. |
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Ongoing cooperation with the FSA |
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18. |
The FSA will expect an accredited body to provide the FSA with such documents and information as the FSA reasonably requires, and to cooperate with the FSA in an open and transparent manner. |
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19. |
The FSA will expect an accredited body to share information with the FSA (subject to any legal constraints) in relation to the professional standards of the retail investment advisers who use its service as appropriate. Examples might include conduct issues, complaints, dishonestly obtaining or falsifying qualifications or continuing professional development or a failure to complete appropriate continuing professional development. The FSA will expect an accredited body to notify the firm if issues such as these arise. |
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20. |
The FSA will expect an accredited body to submit to the FSA an annual report by a suitable independent auditor which sets out that auditor's assessment of the quality of the body's satisfaction of the criteria in paragraphs 10 to 19 in the preceding 12 months and whether, in the auditor's view, the body is capable of satisfying the criteria in the subsequent 12 months. The FSA will expect this annual report to be submitted to the FSA within three months of the anniversary of the date on which the accredited body was added to the Glossary definition of accredited body. |
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Withdrawal of accreditation |
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21. |
If an accredited body fails or, in the FSA's view, is likely to fail to satisfy the criteria, the FSA will discuss this with the accredited body concerned. If, following a period of discussion, the accredited body has failed to take appropriate corrective action to ensure that it satisfies and will continue to satisfy the criteria, the FSA will withdraw the accredited body's accreditation by removing its name from the list of accredited bodies published in the Glossary. The FSA will expect the body to notify each retail investment adviser holding a current statement of professional standing of the FSA's decision. A statement of professional standing issued by the accredited body before the withdrawal of accreditation will continue to be valid until its expiration. |