Related provisions for PERG 9.7.1

BIPRU 7.2.48HG31/12/2011

3Originators, investors and sponsors of securitisations in the trading book will have to meet the requirements of BIPRU 9.3.1A R, BIPRU 9.3.15 R to BIPRU 9.3.20 R and BIPRU 9.15.

BIPRU 7.2.48IG31/12/2011

(1) 3Subject to BIPRU 7.2.48J G, BIPRU 9.15.9 R and BIPRU 9.15.10 R, where the investor, originator or sponsor of a securitisation fails to meet any of the requirements in BIPRU 9.3.18 R to BIPRU 9.3.20 R (Disclosure requirements) and BIPRU 9.15.11 R to BIPRU 9.15.16 R (investor due diligence requirements) in any material respect by reason of its negligence or omission, the FSA will use its powers under section 45 (Variation etc. on the Authority's own initiative) of the Act to

LR 8.4.3R06/04/2010

A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FSA2 either:2(a) on the day the FSA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or(b) at a time agreed with the FSA, if the FSA is not approving the prospectus or if it is determining whether a document is an equivalent document1;(2) submit a completed Shareholder Statement or Pricing Statement, as applicable, to the

COLL 3.2.6R27/04/2012

This table belongs to COLL 3.2.4 R (Matters which must be included in the instrument constituting the scheme)

	Name of scheme
1	A statement of:
	(1)	the name of the authorised fund; and
	(2)	whether the authorised fund is a UCITS scheme or a non-UCITS retail scheme.
	Investment powers in eligible markets
2	A statement that, subject to any restriction in the rules in this sourcebook or the instrument constituting the scheme, the scheme has the power to invest in any eligible securities market or deal on any eligible derivatives market to the extent that power to do so is conferred by COLL 5 (Investment and borrowing powers).
	Unitholder's liability to pay
3	A provision that a unitholder is not liable to make any further payment after he has paid the price of his units and that no further liability can be imposed on him in respect of the units which he holds.
	Base currency
4	A statement of the base currency of the scheme.
	Valuation and pricing
5	A statement setting out the basis for the valuation and pricing of the scheme.
	Duration of the scheme
6	If the scheme is to be wound up after a particular period expires, a statement to that effect.
	Object of the scheme
7	A statement:
	(1)	as to the object of the scheme, in particular the types of investments and assets in which it and each sub-fund (where applicable) may invest; and
	(2)	that the object of the scheme is to invest in property of that kind with the aim of spreading investment risk and giving unitholders the benefits of the results of the management of that property.
27A	Where the authorised fund is a qualifying money market fund, a statement to that effect and a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund.
	5Property Authorised Investment Funds
57B	For a property authorised investment fund, a statement that:
	(1)	it is a property authorised investment fund;
	(2)	no body corporate may seek to obtain or intentionally maintain a holding of more than 10% of the net asset value of the fund; and
	(3)	in the event that the authorised fund manager reasonably considers that a body corporate holds more than 10% of the net asset value of the fund, the authorised fund manager is entitled to delay any redemption or cancellation of units in accordance with 18 if the authorised fund manager reasonably considers such action to be:
		(a) necessary in order to enable an orderly reduction of the holding to below 10%; and
		(b) in the interests of the unitholders as a whole.11
	Government and public securities: investment in one issuer
8	Where relevant, for a UCITS scheme, a statement in accordance with COLL 5.2.12 R (Spread: government and public securities) as to the individual states or bodies in which over 35% of the value of the scheme may be invested in government and public securities.
	Classes of unit
9	A statement:
	(1)	specifying the classes of unit that may be issued, and for a scheme which is an umbrella, the classes that may be issued in respect of each sub-fund; and
	(2)	if the rights of any class of unit differ, a statement describing those differences in relation to the differing classes.
	Authorised fund manager's charges and expenses
10	A statement setting out the basis on which the authorised fund manager may make a charge and recover expenses out of the scheme property.
	Issue or cancellation directly through the ICVC or trustee
11	Where relevant, a statement authorising the issue or cancellation of units to take place through the ICVC or trustee directly.
	In specie issue and cancellation
12	Where relevant, a statement authorising payment for the issue or cancellation of units to be made by the transfer of assets other than cash.
	Restrictions on sale and redemption
13	Where relevant, the restrictions which will apply in relation to the sale and redemption of units under COLL 6.2.16 R (Sale and redemption).
	Voting at meetings
14	The manner in which votes may be given at a meeting of unitholders under COLL 4.4.8 R (Voting rights).
	Certificates
15	A statement:
	(1)	authorising the issue of bearer certificates if any, and how such holders are to identify themselves; and
	(2)	authorising the person responsible for the register to charge for issuing any document recording, or for amending, an entry on the register, other than on the issue or sale of units.
	Income
16	A statement setting out the basis for the distribution or re-investment of income.
	Income equalisation
17	Where relevant, a provision for income equalisation.
	Redemption or cancellation of units on breach of law or rules
18	A statement that where any holding of units by a unitholder is (or is reasonably considered by the authorised fund manager to be) an infringement of any law, governmental regulation or rule, those units must be redeemed or cancelled.
	ICVCs: larger and smaller denomination shares
19	A statement of the proportion of a larger denomination share represented by a smaller denomination share for any relevant unit class.
	ICVCs: resolution to remove a director
20	A statement that the ICVC may (without prejudice to the requirements of regulation 21 of the OEIC Regulations (The Authority's approval for certain changes in respect of a company), by a resolution passed by a simple majority of the votes validly cast for and against the resolution at a general meeting of unitholders, remove a director before his period of office expires, despite anything else in the ICVC's instrument of incorporation or in any agreement between the ICVC and that director.
	ICVCs: unit transfers
21	A statement that the person designated for the purposes of paragraph 4 of Schedule 4 to the OEIC Regulations (Share transfers) is the person who, for the time being, is the ACD of the ICVC.1 7
	ICVCs: Charges and expenses
22	A statement that charges or expenses of the ICVC may be taken out of the scheme property.10
	10ICVCs: Umbrella schemes - principle of limited recourse
1022A	For an ICVC which is an umbrella, a statement that the assets of a sub-fund belong exclusively to that sub-fund and shall not be used to discharge directly or indirectly the liabilities of, or claims against, any other person or body, including the umbrella, or any other sub-fund, and shall not be available for any such purpose.
	AUTs: governing law for a trust deed
23	A statement that the trust deed is made under and governed by the law of England and Wales, Wales or Scotland or Northern Ireland.
	AUTs: trust deed to be binding and authoritative
24	A statement that the trust deed:
	(1)	is binding on each unitholder as if it had been a party to it and that it is bound by its provisions; and
	(2)	authorises and requires the trustee and the manager to do the things required or permitted of them by its terms.
	AUTs: declaration of trust
25	A declaration that, subject to the provisions of the trust deed and all rules made under section 247 of the Act (Trust scheme rules) and for the time being in force:
	(1)	the scheme property (other than sums standing to the credit of the distribution account) is held by the trustee on trust for the unitholders according to the number of units held by each unitholder or, where relevant, according to the number of undivided shares in the scheme property represented by the units held by each unitholder; and
	(2)	the sums standing to the credit of the distribution account are held by the trustee on trust to distribute or apply them in accordance with COLL 6.8 (Income: accounting, allocation and distribution).
	AUTs: trustee's remuneration
26	Where relevant, a statement authorising payments to the trustee by way of remuneration for its services to be paid (in whole or in part) out of the scheme property.
	AUTs: responsibility for the register
27	A statement identifying the person responsible under the rules for the maintenance of the register.
	3Investment in overseas4 property through an intermediate holding vehicle
328	3If investment in an overseas4 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles, a statement that the purpose of that intermediate holding vehicle or series of intermediate holding vehicles will be to enable the holding of overseas4 immovables by the scheme.

DEPP 6.5B.2G06/08/2010

(1) The FSA will determine a figure which will be based on a percentage of an individual’s “relevant income”. “Relevant income” will be the gross amount of all benefits received by the individual from the employment in connection with which the breach occurred (the “relevant employment”), and for the period of the breach. In determining an individual’s relevant income, “benefits” includes, but is not limited to, salary, bonus, pension contributions, share options and share schemes;

LR 2.2.5G01/07/2005

The FSA may modify LR 2.2.4 R to allow partly paid securities to be listed if it is satisfied that their transferability is not restricted and investors have been provided with appropriate information to enable dealings in the securities to take place on an open and proper basis. [Note: articles 46 and 54 CARD]

PERG 9.11.1G01/07/2005

Table There are some frequently asked questions about the application of the definition of an open-ended investment company in the following table. This table belongs to PERG 9.2.4 G (Introduction).

Question	Answer
1	Can a body corporate be both open-ended and closed-ended at the same time?	In the FSA's view, the answer to this question is 'no'. The fact that the investment condition is applied to BC (rather than to particular shares in, or securities of, BC) means that a body corporate is either an open-ended investment company as defined in section 236 of the Act or it is not. Where BC is an open-ended investment company, all of its securities would be treated as units of a collective investment scheme for the purpose of the Act. A body corporate formed in another jurisdiction may, however, be regarded as open-ended under the laws of that jurisdiction but not come within the definition of an open-ended investment company in section 236 (and vice versa).
2	Can an open-ended investment company become closed-ended (or a closed-ended body become open-ended)?	In the FSA's view, the answer to this question is 'yes'. A body corporate may change from open-ended to closed-ended (and vice versa) if, taking an overall view, circumstances change so that a hypothetical reasonable investor would consider that the investment condition is no longer met (or vice versa). This might happen where, for example, an open-ended investment company stops its policy of redeeming shares or securities at regular intervals (so removing the expectation that a reasonable investor would be able to realise his investment within a period appearing to him to be reasonable). See also PERG 9.7.5 G.
3	Does the liquidation of a body corporate affect the assessment of whether or not the body is an open-ended investment company?	The FSA considers that the possibility that a body corporate that would otherwise be regarded as closed-ended may be wound up has no effect at all on the nature of the body corporate before the winding up. The fact that, on a winding up, the shares or securities of any investor in the body corporate may be converted into cash or money on the winding up (and so 'realised') would not, in the FSA's view, affect the outcome of applying the expectation test to the body corporate when looked at as a whole. The answer to Question 4 explains that investment in a closed-ended fixed term company shortly before its winding up does not, in the FSA's view, change the closed-ended nature of the company. For companies with no fixed term, the theoretical possibility of a winding up at some uncertain future point is not, in the FSA's view, a matter that would generally carry weight with a reasonable investor in assessing whether he could expect to be able to realise his investment within a reasonable period.
4	Does a fixed term closed-ended investment company become an open-ended investment company simply because the fixed term will expire?	In the FSA's view, the answer to this is 'no'. The termination of the body corporate is an event that has always been contemplated (and it will appear in the company's constitution). Even as the date of the expiry of the fixed term approaches, there is nothing about the body corporate itself that changes so as to cause a fundamental reassessment of its nature as something other than closed-ended. Addressing this very point in parliamentary debate, the Economic Secretary to the Treasury stated that the "aim and effect [of the definition] is to cover companies that look, to a reasonable investor, like open-ended investment companies". The Minister added that "A reasonable investor's overall expectations of potential investment in a company when its status with respect to the definition is being judged will determine whether it meets the definition. The matter is therefore, definitional rather than one of proximity to liquidation". (Hansard HC, 5 June 2000 col 124).
5	In what circumstances will a body corporate that issues a mixture of redeemable and non-redeemable shares or securities be an open-ended investment company?	In the FSA's view, the existence of non-redeemable shares or securities will not, of itself, rule out the possibility of a body corporate falling within the definition of an open-ended investment company. All the relevant circumstances will need to be considered (see PERG 9.6.4 G, PERG 9.2.8.8G and PERG 9.8.9 G). So the following points need to be taken into account. The precise terms of the issue of all the shares or securities will be relevant to the question whether the investment condition is met, as will any arrangements that may exist to allow the investor to realise his investment by other means. The proportions of the different share classes will be relevant to the impression the reasonable investor forms of the body corporate. A body corporate that issues only a minimal amount of redeemable shares or securities will not, in theFSA's view, be an open-ended investment company. A body corporate that issues a minimal amount of non-redeemable shares or securities will be likely to be an open-ended investment company. A body corporate that falls within the definition of an open-ended investment company is likely to have (and to be marketed as having) mainly redeemable shares or securities. However, whether or not the body corporate does fall within the definition in any particular case will be subject to any contrary indications there may be in its constitutional documents or otherwise. Where shares or securities are only redeemable after the end of a stated period, this factor will make it more likely that the body corporate is open-ended than if the shares or securities are never redeemable.
6	Does "realised on a basis calculated wholly or mainly by reference to..." in section 236(3)(b) apply to an investor buying investment trust company shares traded on a recognised investment exchange because of usual market practice that the shares trade at a discount to asset value?	In the FSA's view, the answer is 'no' (for the reasons set out in PERG 9.9.4 G to PERG 9.9.6 G).
7	Does the practice of UK investment trust companies buying back shares result in them becoming open-ended investment companies?	In the FSA's view, it does not, because its actions will comply with company law: see section 236(4) of the Act and PERG 9.6.5 G.
8	Would a body corporate holding out redemption or repurchase of its shares or securities every six months be an open-ended investment company?	In the FSA's view a period of six months would generally be too long to be a reasonable period for a liquid securities fund. A shorter period affording more scope for an investor to take advantage of any profits caused by fluctuations in the market would be more likely to be a reasonable period for the purpose of the realisation of the investment (in the context of the 'expectation' test, see PERG 9.8 and, in particular, PERG 9.8.9 G which sets out the kind of factors that may need to be considered in applying the test).
9	Would an initial period during which it is not possible to realise investment in a body corporate mean that the body corporate could not satisfy the investment condition?	In the FSA's view, the answer to that question is 'no'. In applying the investment condition, the body corporate must be considered as a whole (see PERG 9.6.3 G). At the time that the shares or securities in a body corporate are issued, a reasonable investor may expect that he will be able to realise his investment within a reasonable period notwithstanding that there will first be a short-term delay before he can do so. Whether or not the 'expectation test' is satisfied will depend on all the circumstances (see PERG 9.8.9 G).

PR 2.3.1EU28/09/2012

Articles 3 to 23 of the PD Regulation provide for the minimum information to be included in a prospectus:

Note: the Annexes (including schedules and building blocks) referred to in these articles are set out for information in PR App 3.

Article 3

Minimum information to be included in a prospectus

A prospectus shall be drawn up by using one or a combination of the schedules and building blocks set out in this Regulation.2

2

A prospectus shall contain the information items required in Annexes I to XVII and Annexes XX to XXX depending on the type of issuer or issues and securities involved. Subject to Article 4a(1), a competent authority shall not require that a prospectus contains information items which are not included in Annexes I to XVII or Annexes XX to XXX.3

1 2 2 3

In order to ensure conformity with the obligation referred to in Article 5(1) of Directive 2003/71/EC, the competent authority of the home Member State, when approving a prospectus in accordance with Article 13 of that Directive, may, on a case by case basis, require the information provided by the issuer, the offeror or the person asking for admission to trading on a regulated market to be completed, for each of the information items.2

2

2Where the issuer, the offeror or the person asking for the admission to trading on a regulated market is required to include a summary in a prospectus, in accordance with Article 5(2) of Directive 2003/71/EC, the competent authority of the home Member State, when approving the prospectus in accordance with Article 13 of that Directive, may, on a case by case basis, require certain information provided in the prospectus, to be included in the summary.

3[Note: See transitional provisions in Regulation (EU) No 862/2012]

Article 4 Share registration document schedule
1.	For the share registration document information shall be given in accordance with the schedule set out in Annex I.
2.	The schedule set out in paragraph 1 shall apply to the following:
	(1)	shares and other transferable securities equivalent to shares;
	(2)	other securities which comply with the following conditions:
		(a)	they can be converted or exchanged into shares or other transferable securities equivalent to shares, at the issuer’s or at the investor’s discretion, or on the basis of the conditions established at the moment of the issue, or give, in any other way, the possibility to acquire shares or other transferable securities equivalent to shares, and
		(b)	provided that these shares or other transferable securities equivalent to shares are or will be issued by the issuer of the security and are not yet traded on a regulated market or an equivalent market outside the Community at the time of the approval of the prospectus covering the securities, and that the underlying shares or other transferable securities equivalent to shares can be delivered with physical settlement.

1Article 4a Share registration document schedule in cases of complex financial history or significant financial commitment
1.	Where the issuer of a security covered by Article 4(2) has a complex financial history, or has made a significant financial commitment, and in consequence the inclusion in the registration document of certain items of financial information relating to an entity other than the issuer is necessary in order to satisfy the obligation laid down in Article 5(1) of Directive 2003/71/EC, those items of financial information shall be deemed to relate to the issuer. The competent authority of the home Member State shall in such cases request that the issuer, the offeror or the person asking for admission to trading include those items of information in the registration document. Those items of financial information may include pro forma information prepared in accordance with Annex II. In this context, where the issuer has made a significant financial commitment any such pro forma information shall illustrate the anticipated effects of the transaction that the issuer has agreed to undertake, and references in Annex II to “the transaction” shall be read accordingly.
2.	The competent authority shall base any request pursuant to the first subparagraph of paragraph 1 on the requirements set out in item 20.1 of Annex I, item 15.1 of Annex XXIII, item 20.1 of Annex XXV, item 11.1 of Annex XXVII and item 20.1 of Annex XXVIII as regards the content of financial information and the applicable accounting and auditing principles, subject to any modification which is appropriate in view of any of the following factors:2 2
	(a)	the nature of the securities;
	(b)	the nature and range of information already included in the prospectus, and the existence of financial information relating to an entity other than the issuer in a form that might be included in a prospectus without modification;
	(c)	the facts of the case, including the economic substance of the transactions by which the issuer has acquired or disposed of its business undertaking or any part of it, and the specific nature of that undertaking;
	(d)	the ability of the issuer to obtain financial information relating to another entity with reasonable effort.
	Where, in the individual case, the obligation laid down in Article 5(1) of Directive 2003/71/EC may be satisfied in more than one way, preference shall be given to the way that is the least costly or onerous.
(3)	Paragraph 1 is without prejudice to the responsibility under national law of any other person, including the persons referred to in Article 6(1) of Directive 2003/71/EC, for the information contained in the prospectus. In particular, those persons shall be responsible for the inclusion in the registration document of any items of information requested by the competent authority pursuant to paragraph 1.
(4)	For the purposes of paragraph 1, an issuer shall be treated as having a complex financial history if all of the following conditions apply:
	(a)	its entire business undertaking at the time that the prospectus is drawn up is not accurately represented in the historical financial information which it is required to provide under item 20.1 of Annex I, item 15.1 of Annex XXIII, item 20.1 of Annex XXV, item 11.1 of Annex XXVII and item 20.1 of Annex XXVIII;2 2
	(b)	that inaccuracy will affect the ability of an investor to make an informed assessment as mentioned in Article 5(1) of Directive 2003/71/EC; and
	(c)	information relating to its business undertaking that is necessary for an investor to make such an assessment is included in financial information relating to another entity.
(5)	For the purposes of paragraph 1, an issuer shall be treated as having made a significant financial commitment if it has entered into a binding agreement to undertake a transaction which, on completion, is likely to give rise to a significant gross change. In this context, the fact that an agreement makes completion of the transaction subject to conditions, including approval by a regulatory authority, shall not prevent that agreement from being treated as binding if it is reasonably certain that those conditions will be fulfilled. In particular, an agreement shall be treated as binding where it makes the completion of the transaction conditional on the outcome of the offer of the securities that are the subject matter of the prospectus or, in the case of a proposed takeover, if the offer of securities that are the subject matter of the prospectus has the objective of funding that takeover.
(6)	For the purposes of paragraph 5 of this Article, and of item 20.2 of Annex I, item 15.2 of Annex XXIII and item 20.2 of Annex XXV, a significant gross change means a variation of more than 25%, relative to one or more indicators of the size of the issuer's business, in the situation of an issuer.2 2

Recital 9

Pro forma financial information is needed in case of significant gross change, i. e. a variation of more than 25% relative to one or more indicators of the size of the issuer's business, in the situation of an issuer due to a particular transaction, with the exception of those situations where merger accounting is required.

Article 5

Pro-forma financial information building block

For pro-forma financial information, information shall be given in accordance with the building block set out in Annex II.

Pro forma financial information should be preceded by an introductory explanatory paragraph that states in clear terms the purpose of including this information in the prospectus.

Article 6

Share securities note schedule

1.

For the share securities note information is necessary to be given in accordance with the schedule set out in Annex III.

2.

The schedule shall apply to shares and other transferable securities equivalent to shares

Article 7

Debt and derivative securities registration document schedule for securities with a denomination per unit of less than EUR 100 0002

2

For the debt and derivative securities registration document concerning securities which are not covered in Article 4 with a denomination per unit of less than EUR 100 0002 or, where there is no individual denomination, securities that can only be acquired on issue for less than EUR 100 0002 per security, information shall be given in accordance with the schedule set out in Annex IV.

2 2

Article 8

Securities note schedule for debt securities with a denomination per unit of less than EUR 100 0002

2

1.

For the securities note for debt securities with a denomination per unit of less than EUR 100 0002 information shall be given in accordance with the schedule set out in Annex V.

2

2.

The schedule shall apply to debt where the issuer has an obligation arising on issue to pay the investor 100% of the nominal value in addition to which there may be also an interest payment.

Article 9

Guarantees building block

For guarantees information shall be given in accordance with the building block set out in Annex VI.

2Item 3 of Annex VI shall not apply where a Member State acts as guarantor.

Article 10

Asset backed securities registration document schedule

For the asset backed securities registration document information shall be given in accordance with the schedule set out in Annex VII.

Article 11

Asset backed securities building block

For the additional information building block to the securities note for asset backed securities information shall be given in accordance with the building block set out in Annex VIII.

Article 12

Debt and derivative securities registration document schedule for securities with a denomination per unit of at least EUR 100 0002

2

For the debt and derivative securities registration document concerning securities which are not covered in Article 4 with a denomination per unit of at least EUR 100 0002 or, where there is no individual denomination, securities that can only be acquired on issue for at least EUR 100 0002 per security, information shall be given in accordance with the schedule set out in Annex IX.

2 2

Article 13

Depository receipts schedule

For depository receipts issued over shares information shall be given in accordance with the schedule set out in Annex X.

Article 14 Banks registration document schedule
1.	For the banks registration document for debt and derivative securities and those securities which are not covered by article 4 information shall be given in accordance with the schedule set out in Annex XI.
2.	The schedule set out in paragraph 1 shall apply to credit institutions as defined in point (a) of Article 1(1) of Directive 2000/12/EC as well as to third country credit institutions which do not fall under that definition but have their registered office in a state which is a member of the OECD.
	These entities may also use alternatively the registration document schedules provided for under in Articles 7 and 12.

Article 15

Securities note schedule for derivative securities

1.

For the securities note for derivative securities information shall be given in accordance with the schedule set out in Annex XII.

2.

The schedule shall apply to securities which are not in the scope of application of the other securities note schedules referred to in Articles 6, 8 and 16, including certain securities where the payment and/or delivery obligations are linked to an underlying.

Article 16

Securities note schedule for debt securities with a denomination per unit

of at least EUR 100 0002

2

1.

For the securities note for debt securities with a denomination per unit of at least EUR 100 0002 information shall be given in accordance with the schedule set out in Annex XIII.

2

2.

The schedule shall apply to debt where the issuer has an obligation arising on issue to pay the investor 100% of the nominal value in addition to which there may be also an interest payment.

Article 17 Additional information building block on the underlying share
1.	For the additional information on the underlying share, the description of the underlying share shall be given in accordance with the building block set out in Annex XIV.
	In addition, if the issuer of the underlying share is an entity belonging to the same group, the information required by the schedule referred to in Article 4 shall be given in respect of that issuer.
2.	The additional information referred to in the first subparagraph of paragraph 1 shall only apply to those securities which comply with both of the following conditions:
	(1)	they can be converted or exchanged into shares or other transferable securities equivalent to shares, at the issuer’s or at the investor’s discretion, or on the basis of the conditions established at the moment of the issue or give, in any other way, the possibility to acquire shares or other transferable securities equivalent to shares; and
	(2)	provided that these shares or other transferable securities equivalent to shares are or will be issued by the issuer of the security or by an entity belonging to the group of that issuer and are not yet traded on a regulated market or an equivalent market outside the Community at the time of the approval of the prospectus covering the securities, and that the underlying shares or other transferable securities equivalent to shares can be delivered with physical settlement.

Article 18 Registration document schedule for collective investment undertakings of the closed-end type
1.	In addition to the information required pursuant to items 1, 2, 3, 4, 5.1, 7, 9.1, 9.2.1, 9.2.3, 10.4, 13, 14, 15, 16, 17.2, 18, 19, 20, 21, 22, 23, 24, 25 of Annex I, for the registration document for securities issued by collective investment undertakings of the closed-end type information shall be given in accordance with the schedule set out in Annex XV.
2.	The schedule shall apply to collective investment undertakings of the closed-end type holding a portfolio of assets on behalf of investors that:
	(1)	are recognised by national law in the Member State in which it is incorporated as a collective investment undertaking of the closed end type; or
	(2)	do not take or seek to take legal or management control of any of the issuers of its underlying investments. In such a case, legal control and/or participation in the administrative, management or supervisory bodies of the underlying issuer(s) may be taken where such action is incidental to the primary investment objective, necessary for the protection of shareholders and only in circumstances where the collective investment undertaking will not exercise significant management control over the operations of that underlying issuer(s).

Article 19

Registration document schedule for Member States, third countries and their regional and local authorities

1.

For the registration document for securities issued by Member States, third countries and their regional and local authorities information shall be given in accordance with the schedule set out in Annex XVI.

2.

The schedule shall apply to all types of securities issued by Member States, third countries and their regional and local authorities.

Article 20 Registration document schedule for public international bodies and for issuers of debt securities guaranteed by a member state of the OECD
1.	For the registration document for securities issued by public international bodies and for securities unconditionally and irrevocably guaranteed, on the basis of national legislation, by a state which is a member of the OECD information shall be given in accordance with the schedule set out in Annex XVII.
2.	The schedule shall apply to:
	- all types of securities issued by public international bodies; - to debt securities unconditionally and irrevocably guaranteed, on the basis of national legislation, by a state which is a member of the OECD.

3Article 20a Additional information building block for consent given in accordance with Article 3(2) of Directive 2003/71/EC
1.	For the purposes of the third subparagraph of Article 3(2) of Directive 2003/71/EC, the prospectus shall contain the following:
	(a)	the additional information set out in Sections 1 and 2A of Annex XXX where the consent is given to one or more specified financial intermediaries;
	(b)	the additional information set out in Sections 1 and 2B of Annex XXX where the issuer or the person responsible for drawing up the prospectus chooses to give its consent to all financial intermediaries.
2.	Where a financial intermediary does not comply with the conditions attached to consent as disclosed in the prospectus, a new prospectus shall be required in accordance with the second paragraph of Article 3(2) of Directive 2003/71/EC.
	[Note: See transitional provisions in Regulation (EU) No 862/2012]

Article 21 Combination of schedules and building blocks
1.	The use of the combinations provided for in the table set out in Annex XVIII shall be mandatory when drawing up prospectuses for the types of securities to which those combinations correspond according to this table. However, for securities not covered by those combinations further combinations may be used.
2.	The most comprehensive and stringent registration document schedule, i.e. the most demanding schedule in term of number of information items and the extent of the information included in them, may always be used to issue securities for which a less comprehensive and stringent registration document schedule is provided for, according to the following ranking of schedules:
	(1)	share registration document schedule;
	(2)	debt and derivative securities registration document schedule for securities with a denomination per unit of less than EUR 100 0002; 2
	(3)	debt and derivative securities registration document schedule for securities with a denomination per unit at least EUR 100 0002. 2
23.	The issuer, the offeror and the person asking for admission to trading on a regulated market may choose to draw up a prospectus in accordance with the proportionate schedules set out in Annexes XXIII to XXIX instead of the schedules set out in Annexes I, III, IV, IX, X and XI as described in the second subparagraph provided that the respective conditions laid down in Articles 26a, 26b and 26c are fulfilled.
	Where the issuer, the offeror and the person asking for admission to trading on a regulated market makes that choice:
	(a)	the reference to Annex I in Annex XVIII shall be read as a reference to Annexes XXIII or XXV;
	(b)	the reference to Annex III in Annex XVIII shall be read as a reference to Annex XXIV;
	(c)	the reference to Annex IV in Annex XVIII shall be read as a reference to Annex XXVI;
	(d)	the reference to Annex IX in Annex XVIII shall be read as a reference to Annex XXVII;
	(e)	the reference to Annex X in Annex XVIII shall be read as a reference to Annex XXVIII;
	(f)	the reference to Annex XI in Annex XVIII shall be read as a reference to Annex XXIX.

Article 22 Minimum information to be included in a base prospectus and its related final terms
1.	A base prospectus shall be drawn up using one or a combination of schedules and building blocks provided for in this Regulation according to the combinations for various types of securities set out in Annex XVIII.2 2
	A base prospectus shall contain the information items required in Annexes I to XVII, Annex XX and Annexes XXIII to XXX depending on the type of issuer and securities involved. Competent authorities shall not require that a base prospectus contains information items which are not included in Annexes I to XVII, Annex XX or Annexes XXIII to XXX.3 2 2 3
	In order to ensure conformity with the obligation referred to in Article 5(1) of Directive 2003/71/EC, the competent authority of the home Member State, when approving a base prospectus in accordance with Article 13 of that Directive, may, on a case by case basis, require the information provided by the issuer, the offeror or the person asking for admission to trading on a regulated market to be completed for each of the information items.2 2
	2Where the issuer, the offeror or the person asking for the admission to trading on a regulated market is required to include a summary in a base prospectus, in accordance with Article 5(2) of Directive 2003/71/EC, the competent authority of the home Member State, when approving the base prospectus in accordance with Article 13 of that Directive, may, on a case-by-case basis, require certain information provided in the base prospectus to be included in the summary.
21a.	The base prospectus may contain options with regard to information categorised as Category A, Category B and Category C, required by the relevant securities note schedules and building blocks, and set out in Annex XX. The final terms shall determine which of these options is applicable to the individual issue, by referring to the relevant sections of the base prospectus or by replicating such information.
2.	The issuer, the offeror or the person asking for admission to trading on a regulated market may omit information items which are not known when the base prospectus is approved and which can only be determined at the time of the individual issue.
3.	The use of the combinations provided for in the table in Annex XVIII shall be mandatory when drawing up base prospectuses for the types of securities to which those combinations correspond according to this table. However, for securities not covered by those combinations further combinations may be used.
4.	The final terms attached to a base prospectus shall only contain the following:2 2
	2(a)	within the various securities notes schedules according to which the base prospectus is drawn up, the information items in Categories B and C listed in Annex XX. When an item is not applicable to a prospectus, the item shall appear in the final terms with the mention "not applicable;
	2(b)	on a voluntary basis, any “additional information” set out in Annex XXI;
	2(c)	any replication of, or reference to options already provided for in the base prospectus which are applicable to the individual issue.
	2The final terms shall not amend or replace any information in the base prospectus.
5.	In addition to the information items set out in the schedules and building blocks referred to in Articles 4 to 20 the following information shall be included in a base prospectus:
	(1)	indication on the information that will be included in the final terms;2
	2(1a)	a section containing a template, the "form of the final terms", which has to be filled out for each individual issue;
	(2)	the method of publication of the final terms; if the issuer is not in a position to determine, at the time of the approval of the prospectus, the method of publication of the final terms, an indication of how the public will be informed about which method will be used for the publication of the final terms;
	(3)	in the case of issues of non equity securities according to [PR 2.2.7R (1)], a general description of the programme.
6.	Only the following categories of securities may be contained in a base prospectus and its related final terms covering issues of various types of securities:
	(1)	asset backed securities;
	(2)	warrants falling under Article 17;
	(3)	non-equity securities provided for under [PR 2.2.7R (2)];
	(4)	all other non-equity securities including warrants with the exception of those mentioned in point (2).
	In drawing up a base prospectus the issuer, the offeror or the person asking for admission to trading on a regulated market shall clearly segregate the specific information on each of the different securities included in these categories.
7.	Where an event envisaged under [section 87G(1) of the Act (Supplementary prospectus)] occurs between the time that the base prospectus has been approved and the final closing of the offer of each issue of securities under the base prospectus or, as the case may be, the time that trading on a regulated market of those securities begins, the issuer, the offeror or the person asking for admission to trading on a regulated market shall publish a supplement prior to the final closing of the offer or the admission of those securities to trading.
	2Where the issuer needs to prepare a supplement concerning information in the base prospectus that relates to only one or several specific issues, the right of investors to withdraw their acceptances pursuant to Article 16(2) of Directive 2003/71/EC shall only apply to the relevant issues and not to any other issues of securities under the base prospectus.

2[Note: See transitional provisions in Regulation (EU) No 486/2012 and in Regulation (EU) No 862/2012]3

Article 23 Adaptations to the minimum information given in prospectuses and base prospectuses
1.	Notwithstanding Articles 3 second paragraph and 22(1) second subparagraph, where the issuer’s activities fall under one of the categories included in Annex XIX, the [FSA], taking into consideration the specific nature of the activities involved, may ask for adapted information, in addition to the information items included in the schedules and building blocks set out in 4 to 20, including, where appropriate, a valuation or other expert’s report on the assets of the issuer, in order to comply with the obligation referred to in [sections 87A(2),(3) and (4) of the Act]. The [FSA] shall forthwith inform the Commission thereof.
	In order to obtain the inclusion of a new category in Annex XIX a Member State shall notify its request to the Commission. The Commission shall update this list following the Committee procedure provided for in Article 24 of [the prospectus directive].
2.	By way of derogation of Articles 3 to 22, where an issuer, an offeror or a person asking for admission to trading on a regulated market applies for approval of a prospectus or a base prospectus for a security which is not the same but comparable to the various types of securities mentioned in the table of combinations set out in Annex XVIII, the issuer, the offeror or the person asking for admission to trading on a regulated market shall add the relevant information items from another securities note schedule provided for in Articles 4 to 20 to the main securities note schedule chosen. This addition shall be done in accordance with the main characteristics of the securities being offered to the public or admitted to trading on a regulated market.
3.	By way of derogation of Articles 3 to 22, where an issuer, an offeror or a person asking for admission to trading on a regulated market applies for approval of a prospectus or a base prospectus for a new type of security, the issuer, the offeror or the person asking for admission to trading on a regulated market shall notify a draft prospectus or base prospectus to the [FSA].
	The [FSA] shall decide, in consultation with the issuer, the offeror or the person asking for admission to trading on a regulated market, what information shall be included in the prospectus or base prospectus in order to comply with the obligation referred to in [sections 87A(2),(3) and (4) of the Act]. The [FSA] shall forthwith inform the Commission thereof.
	The derogation referred to in the first subparagraph shall only apply in case of a new type of security which has features completely different from the various types of securities mentioned in Annex XVIII, if the characteristics of this new security are such that a combination of the different information items referred to in the schedules and building blocks provided for in Articles 4 to 20 is not pertinent.
4.	By way of derogation of Articles 3 to 22, in the cases where one of the information items required in one of the schedules or building blocks referred to in 4 to 20 or equivalent information is not pertinent to the issuer, to the offer or to the securities to which the prospectus relates, that information may be omitted.

3

REC 2A.3.2G27/07/2012

The guidance in relation to the recognition requirements in the sections of REC 2 listed in Column A of the table below applies to an RAP in relation to the equivalent RAP recognition requirements listed in Column C and (if shown) with the modifications in Column B.

Table: Guidance on RAP recognition requirements

Column A REC 2 guidance which applies to an RAP	Column B Modification to REC 2 guidance for an RAP	Column C Relevant RAP recognition requirement
REC 2.2.2 G to REC 2.2.7 G (Relevant circumstances and Outsourcing)		Reg 13
REC 2.3.3 G to REC 2.3.9 G (Financial resources)		Reg 14
REC 2.4.3 G to REC 2.4.6 G (Suitability)	In addition to the matters set out in REC 2.4.3 G to REC 2.4.6 G, the FSA will have regard to whether a key individual has been allocated responsibility for overseeing the auction platform of the UK recognised body.	Reg 15
REC 2.5.3 G to REC 2.5.20 G (Systems and controls and conflicts) and REC 2.5A (Guidance on Public Interest Disclosure Act: Whistleblowing)		Reg 16 and 17(2)(f)1
REC 2.6.26 G to REC 2.6.34 G (Safeguards for investors)		Reg 17
REC 2.7.3 G to REC 2.7.4 G (Access to facilities)	The FSA shall have regard to whether an RAP provides access to bid at auctions only to those persons eligible to bid under article 18 of the auction regulation.	Reg 17(2)(a) and1 20
REC 2.8.3 G to REC 2.8.4 G (Settlement and clearing services)		Reg 17(2)(d) and 21
REC 2.9.3 G to REC 2.9.4 G (Transaction recording)		Reg 17(2)(e)
REC 2.10.3 G to REC 2.10.4 G (Financial crime and market abuse)		Reg 17(2)(g)
REC 2.11.3 G to REC 2.11.4 G (Custody)	REC 2.11.4 G is replaced with the following for an RAP: Where an RAP arranges for other persons to provide services for the safeguarding and administration services of assets belonging to users of its facilities, it will also need to satisfy the RAP recognition requirement in regulation 17(2)(h) of the RAP regulations (see REC 2A.2.1 UK).	Reg 17(2)(h)
REC 2.12.11 G to REC 2.12.12 G (Availability of relevant information)	REC 2.12.11 G to REC 2.12.12 G are replaced with the following for an RAP: REC 2.12.11 G In determining whether appropriate arrangements have been made to make relevant information available to persons engaged in dealing in emissions auction products 2 the FSA may have regard to: (1) the extent to which auction bidders are able to obtain information in a timely fashion about the terms of those emissions auction products 2 and the terms on which they will be auctioned, either through accepted channels for dissemination of information or through other regularly and widely accessible communication media; (2) what restrictions, if any, there are on the dissemination of relevant information to auction bidders; and (3) whether relevant information is, or can be, kept to restricted groups of persons in such a way as to facilitate or encourage market abuse. REC 2.12.12 G An RAP does not need to maintain its own arrangements for providing information on the terms of emissions auction products 2 to auction bidders where it has made adequate arrangements for other persons to do so on its behalf or there are other effective and reliable arrangements for this purpose. 2 2 2	Reg 17(2)(c)
REC 2.13.3 G to REC 2.13.6 G (Promotion and maintenance of standards)		Reg 18
REC 2.14.3 G to REC 2.14.6 G (Rules and consultation)		Reg 19
REC 2.15.3 G to REC 2.15.6 G (Discipline)		Reg 22
REC 2.16.3 G to REC 2.16.4 G (Complaints)		Reg 23

DTR 6.3.9R20/01/2007

An issuer or person must not charge investors any specific cost for providing regulated information. [Note: article 21(1) of the TD]

COLL 12.4.5R01/07/2011

(1) The authorised fund manager of a UCITS scheme whose units are being marketed in a Host State must ensure that investors within the territory of that Host State are provided with all the information and documents which it is required by the Handbook to provide to investors in the United Kingdom.(2) The information and documents referred to in (1) must be provided to investors in the way prescribed by the laws, regulations or administrative provisions of the Host State and in

PR 2.5.1R01/07/2005

Without prejudice to the adequate information of investors, if, in exceptional cases, certain information referred to in the PD Regulation that is required to be included in a prospectus is inappropriate to the issuer's activity or to the legal form of the issuer or to the transferable securities to which the prospectus relates, the prospectus must contain information equivalent to the required information (unless there is no such information). [Note: article 8.3 PD]

COLL 6.6A.5R01/07/2011

The authorised fund manager of a UCITS scheme or the UK UCITS management company of an EEA UCITS scheme must comply with all regulatory requirements applicable to the conduct of its business activities so as to promote the best interests of its investors and the integrity of the market.[Note: article 14(1)(e) of the UCITS Directive]

COLL 8.6.5R01/04/2004

In relation to an ICVC or an AUT which is a qualified investor scheme, the provisions in COLL 7.6 (Schemes of arrangement) will apply as appropriate to the authorised fund manager, any other directors of the ICVC and the depositary as if COLL 7.6 applied to a qualified investor scheme and did not exclude unitholders becoming unitholders in another qualified investor scheme.

PERG 9.2.1G01/07/2005

The nature of many bodies corporate means that they will, in most if not all circumstances, come within the definition of collective investment scheme in section 235(1) to (3) of the Act (Collective investment schemes). The property concerned will generally be managed as a whole under the control of the directors of the body corporate or some other person for the purpose of running its business. The idea underlying the investment is that the investors will participate in or receive

LR 5.1.1R01/07/2005

(1) 1The FSA may suspend, with effect from such time as it may determine, the listing of any securities if the smooth operation of the market is, or may be, temporarily jeopardised or it is necessary to protect investors. [Note: article 18(1) CARD](2) An issuer that has the listing of any of its securities suspended must continue to comply with all listing rules applicable to it.(3) If the FSA suspends the listing of any securities, it may impose such conditions on the procedure

REC 2.1.4G01/11/2007

Location of recognition requirements and guidance

Recognition Requirements Regulations	Subject	Section in REC 2
Regulation 6	Method of satisfying recognition requirements	2.2
Part I of the Schedule	UK RIE recognition requirements
Paragraph 1	Financial resources	2.3
Paragraph 2	Suitability	2.4
Paragraph 3	Systems and controls	2.5
Paragraphs 4(1) and 4(2)(aa)2 2	General safeguards for investors	2.6
Paragraph 4(2)(a)	Access to facilities	2.7
Paragraph 4(2)(b)	Proper markets	2.12
Paragraph 4(2)(c)	Availability of relevant information	2.12
Paragraph 4(2)(d)	Settlement	2.8
Paragraph 4(2)(e)	Transaction recording	2.9
2Paragraph 4(2)(ea)	Conflicts	2.5
Paragraph 4(2)(f)	Financial crime and market abuse	2.10
Paragraph 4(2)(g)	Custody	2.11
Paragraph 4(3)	Definition of relevant information	2.12
2Paragraph 4A	Provision of pre-trade information about share trading	2.6
2Paragraph 4B	Provision of post-trade information about share trading	2.6
Paragraph 6	Promotion and maintenance of standards	2.13
Paragraph 7	Rules and consultation	2.14
2Paragraph 7A	Admission of financial instruments to trading	2.12
2Paragraph 7B and 7C	Access to facilities	2.7
2Paragraph 7D	Settlement	2.8
2Paragraph 7E	Suspension and removal of financial instruments from trading	2.6
Paragraph 8	Discipline	2.15
Paragraph 9	Complaints	2.16
2Paragraph 9A	Operation of a multilateral trading facility	2.16A
Part II of the Schedule	UK RIE default rules in respect of market contracts	2.17
Part III of the Schedule	UK RCH recognition requirements
Paragraph 16	Financial resources	2.3
Paragraph 17	Suitability	2.4
Paragraph 18	Systems and controls	2.5
Paragraph 19(1)	General safeguards for investors	2.6
Paragraph 19(2)(a)	Access to facilities	2.7
Paragraph 19(2)(b)	Clearing services	2.8
Paragraph 19(2)(c)	Transactions recording	2.9
Paragraph 19(2)(d)	Financial crime and market abuse	2.10
Paragraph 19(2)(e)	Custody	2.11
Paragraph 20	Promotion and maintenance of standards	2.13
Paragraph 21	Rules	2.14
Paragraph 22	Discipline	2.15
Paragraph 23	Complaints	2.16
Part IV of the Schedule	UK RCH default rules in respect of market contracts	2.17

PR 3.4.2R01/07/2012

A supplementary prospectus must also if necessary include an amendment or supplement to the summary, and any translations of the summary, to take into account the new information. [ Note: article 16.1 PD ]Note:Sections 87Q(4) and (5) of the Act set4 out the rights of investors to withdraw their acceptances after a supplementary prospectus is published.4

Related provisions for PERG 9.7.1

Search Term(s)

Filter by Topics

Filter by Modules

Filter by Documents

Filter by Keywords

Effective Period

Similar To

Location of recognition requirements and guidance