Related provisions for INSPRU 1.5.4

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PERG 8.33.4GRP
Of potentially greater significance is the exclusion in article 33 of the Regulated Activities Order which excludes arrangements where:(1) they are arrangements under which persons will be introduced to another person;(2) the person to whom introductions are to be made is:(a) an authorised person; or(b) an exempt person acting in the course of business comprising a regulated activity in relation to which he is exempt; or(c) a person who is not unlawfully carrying on regulated
BIPRU 11.2.1RRP
The following must comply with the obligations laid down in BIPRU 11.3 on an individual basis:(1) a firm which is neither a parent undertaking nor a subsidiary undertaking;(2) a firm which is excluded from a UK consolidation group or non-EEA sub-group pursuant to BIPRU 8.5; and[Note: BCD Article 68(3)](3) a firm which is part of a group which has been granted an investment firm consolidation waiver under BIPRU 8.4;[Note: CAD.Article 23]
REC 6.3.3GRP
The reference to recognition requirements in section 292(3)(a) of the Act is a reference to the requirements applicable to UK RIEs or UK RCHs in the Recognition Requirements Regulations. These requirements are set out, together with guidance, in REC 2.
REC 4.6.1GRP
Under section 296 of the Act (FSA's power to give directions) and (for RAPs) under regulation 3 of the RAP regulations3, the FSA has the power to give directions to a recognised body to take specified steps 1in order to secure its compliance with the recognised body requirements. In the case of a UK RIE (including one which operates an RAP) 3those steps may include granting the FSA access to the UK RIE's premises for the purposes of inspecting those premises or any documents on
PERG 7.2.2GRP
If a person would, but for the exclusion, be carrying on the regulated activities of advising on investments or advising on a home finance transaction1, or any or each of them1, and will be doing so as a business in the United Kingdom (see PERG 7.3), he may wish to apply to the FSA for a certificate that the exclusion applies (see PERG 7.6). However, a person does not need a certificate to get the benefit of the exclusion. In many cases it will be clear that the exclusion in article
ICOBS 2.2.1RRP
In addition to the general application rule for this sourcebook, this section applies to the communication, or approval for communication, to a person in the United Kingdom of a financial promotion of a non-investment insurance contract unless it can lawfully be communicated by an unauthorised communicator without approval.
SUP 12.7.9RRP
7If a UK MiFID investment firm appoints an EEA tied agent this section applies to that firm as though the EEA tied agent were an appointed representative.
BIPRU 12.9.10GRP
In relation to an incoming EEA firm or third country BIPRU firm, where the FSA gives that firmindividual liquidity guidance in relation to its UKbranch, it will have regard to the liquidity risk profile of the branch. In the absence of a whole-firm liquidity modification, the effect of BIPRU 12.2.1R (2)(b) and BIPRU 12.2.3 R is to require the firm to hold a liquid assets buffer of the amount identified as appropriate in its individual liquidity guidance (or in the case of a simplified
SUP 12.6.15RRP
7If a UK MiFID investment firm appoints an EEA tied agent, SUP 12.6.1 R, SUP 12.6.1A R, SUP 12.6.5 R and SUP 12.6.11A R apply to that firm as though the EEA tied agent were an appointed representative.
SUP 11.1.2RRP

Applicable sections (see SUP 11.1.1 R)

Category of firm

Applicable sections

(1)

A UK domestic firm other than a building society, a non-directive friendly society or a non-directive firm43

4

All except SUP 11.3, SUP 11.4.2A RandSUP 11.4.4 R3

(1A)

A building society

(a) In the case of an exempt change in control (see Note), SUP 11.1, SUP 11.2andSUP 11.9

(b) In any other case, all except SUP 11.3, RandSUP 11.4.4 R3

(2)

A non-directive friendly society

SUP 11.1, SUP 11.2, andSUP 11.9

(2A) 3

A non-directive firm43

4

all exceptSUP 11.3, SUP 11.4.2 R, 4andSUP 11.4.4 R3

(3)

An overseas firm

All except SUP 11.3, SUP 11.4.2 R, SUP 11.4.2A R, 4, SUP 11.4.9 G, SUP 11.5.8 G to SUP 11.5.10 G, SUP 11.6.2 R, SUP 11.6.3 R, 4, SUP 11.73

Note

In row (1A), a change in control is exempt if the controller or proposed controller is exempt from any obligation to notify the FSA under Part XII of the Act (Notices of acquisitions of control4 over UK authorised persons4) because of The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/7744). (See SUP 11.3.2A G).21

444
COLL 4.3.7GRP
(1) Changes may be significant depending in each case on their degree of materiality and effect on the scheme and its unitholders. Consequently the authorised fund manager will need to determine whether in each case a particular change is significant in nature or not.(2) For the purpose of COLL 4.3.6 R a significant change is likely to include:(a) a change in the method of price publication;(b) a change in any operational policy such as dilution policy or allocation of payments
DTR 5.8.9GRP
The FSA provides a link to1 a calendar of trading days through its website at www.fsa.gov.uk1 which applies in the United Kingdom for the purposes of this chapter.[Note: article 7 of the TD implementing Directive]11
BIPRU 1.1.10GRP
(1) This paragraph applies to an undertaking that would be a third country BIPRU firm if it were authorised under the Act.(2) Except in exceptional circumstances, it is the FSA's policy that it will not give an overseas applicant a Part IV permission unless the FSA is satisfied that the applicant will be subject to prudential regulation by its home state regulatory body that is broadly equivalent to that provided for in the Handbook and the applicable EEA prudential sectoral legislation.
PR 1.2.1UKRP

Sections 85 and 86 of the Act provide for when a prospectus approved by the FSA will be required:

85

(1)

It is unlawful for transferable securities to which this subsection applies to be offered to the public in the United Kingdom unless an approved prospectus has been made available to the public before the offer is made.

(2)

It is unlawful to request the admission of transferable securities to which this subsection applies to trading on a regulated market situated or operating in the United Kingdom unless an approved prospectus has been made available to the public before the request is made.

(3)

A person who contravenes subsection (1) or (2) is guilty of an offence and liable –

(a)

on summary conviction, to imprisonment for a term not exceeding 3 months or a fine not exceeding the statutory maximum or both;

(b)

on conviction on indictment, to imprisonment for a term not exceeding 2 years or a fine or both.

(4)

A contravention of subsection (1) or (2) is actionable, at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.

(5)

Subsection (1) applies to all transferable securities other than –

(a)

those listed in Schedule 11A;

(b)

such other transferable securities as may be specified in prospectus rules [see PR 1.2.2 R].

(6)

Subsection (2) applies to all transferable securities other than –

(a)

those listed in Part 1 of Schedule 11A;

(b)

such other transferable securities as may be specified in prospectus rules [see PR 1.2.3 R].

(7)

"Approved prospectus" means, in relation to transferable securities to which this section applies, a prospectus approved by the competent authority of the home State in relation to the issuer of the securities.

86

Exempt offers to the public

(1)

A person does not contravene section 85(1) if –

(a)

the offer is made to or directed at qualified investors only;

(b)

the offer is made to or directed at fewer than 1502 persons, other than qualified investors, per EEA State;

(c)

the minimum consideration which may be paid by any person for transferable securities acquired by him pursuant to the offer is at least 100,0003 euros (or an equivalent amount);

3

(d)

the transferable securities being offered are denominated in amounts of at least 100,0003 euros (or equivalent amounts);

33

(e)

the total consideration for the transferable securities being offered in the EEA states3 cannot exceed 100,000 euros (or an equivalent amount); or3

3

3(f)

the offer falls within subsection (1A).

3(1A)

An offer (“the current offer”) falls within this subsection where transferable securities are resold or placed through a financial intermediary where:

3(a)

the transferable securities have previously been the subject of one or more offers to the public;

3(b)

in respect of one or more of those previous offers, any of paragraphs (a) to (e) of subsection (1) applied;

3(c)

a prospectus is available for the securities which has been approved by a competent authority no earlier than 12 months before the date the current offer is made; and

3(d)

the issuer or other person who was responsible for drawing up the prospectus has given written consent to the use of the prospectus for the purpose of the current offer.

(2)

Where -

(a)

a person who is not a qualified investor ("the client") has engaged a qualified investor falling within point (1) of Section 1 of Annex II to the markets in financial instruments directive3 to act as his agent; and

3

(b)

the terms on which the qualified investor is engaged enable him to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client,

an offer made to or directed at the qualified investor is not to be regarded for the purposes of subsection (1) as also having been made to or directed at the client.

(3)

For the purposes of subsection (1)(b), the making of an offer of transferable securities to –

(a)

trustees of a trust,

(b)

members of a partnership in their capacity as such, or

(c)

two or more persons jointly,

is to be treated as the making of an offer to a single person.

(4)

In determining whether subsection (1)(e) is satisfied in relation to an offer ("offer A"), offer A is to be taken together with any other offer of transferable securities of the same class made by the same person which –

(a)

was open at any time within the period of 12 months ending with the date on which offer A is first made; and

(b)

had previously satisfied subsection (1)(e).

(5)

For the purposes of this section, an amount (in relation to an amount denominated in euros) is an "equivalent amount" if it is an amount of equal value denominated wholly or partly in another currency or unit of account.

(6)

The equivalent is to be calculated at the latest practicable date before (but in any event not more than 3 working days before) the date on which the offer is first made.

(7)

"Qualified investor" in relation to an offer of transferable securities,3 means –

(a)

a person described in points (1) to (4) of Section I of Annex II to the markets in financial instruments directive, other than a person who, before the making of the offer, has agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II to that directive;3

3

(b)

a person who has made a request to one or more relevant firms to be treated as a professional client in accordance with Section II of Annex II to that directive and has not subsequently, but before the making of the offer, agreed in writing with that relevant firm (or each of those relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II to that directive;3

3

(c)

a person who is recognised as an eligible counterparty in accordance with article 24 of that directive and has not, before the making of the offer, agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II of that directive;3

3

3(d)

a person whom any relevant firm is authorised to continue to treat as a professional client in accordance with article 71(6) of that directive.

3(8)

In subsection (7) “relevant firm” means an investment firm or credit institution acting in connection with the offer.

3(9)

Investment firms and credit institutions must communicate their classification of their clients as being or not being qualified investors on request to an issuer, subject to complying with the Data Protection Act 1998 or any directly applicable EU legislation relating to data protection.

3(10)

In subsections (8) and (9) -

“credit institution” means -

(a) a credit institution authorised under the banking consolidation directive; or

(b) an institution which would satisfy the requirements for authorisation as a credit institution under that directive if it had its registered office (or if it does not have one, its head office) in an EEA State.