Related provisions for RCB 3.2.5
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After a prospectus is approved by the FCA, it must be filed with the FCA at the same time it is made available to the public in line with PR 3.2.2 R or PR 3.2.3 R (as applicable) or, if earlier, within 24 hours of receipt of the notification of the approval by the issuer, offeror or person requesting admission4. [ Note: articles 14.1 and 16.1 of PD ]4
A prospectus is deemed to be made available to the public for the purposes of 4PR 3.2.2 R4 to PR 3.2.3 R when published either:(1) by insertion in one or more newspapers circulated throughout, or widely circulated in, the EEA States in which the offer is made or the admission to trading is sought; or(2) in a printed form to be made available, free of charge, to the public at the offices of the regulated market on which the transferable securities are being admitted to trading,
If the prospectus is made available by publication in electronic form, a paper copy must nevertheless be delivered to the investor, upon his request and free of charge, by the issuer, the offeror, the person requesting admission or the financial intermediaries placing or selling the transferable securities. [ Note: article 14.7 PD ]
The FCA will publish on its website, a list of prospectuses approved over the previous 12 months. The list will specify how a prospectus is made available and where it can be obtained, including, if applicable, a hyperlink to the prospectus published on the issuer's or regulated market's website. [ Note: article 14.4 PD ]
If an application is made for the admission of certificates representing certain securities, the issuer of the securities which the certificates represent is the issuer for the purpose of the listing rules and the application will be dealt with as if it were an application for the admission of the securities.
For the certificates to be listed, the securities which the certificates represent must:(1) conform with the law of the issuer's place of incorporation;(2) be duly authorised according to the requirements of the issuer's constitution; and(3) have any necessary statutory or other consents. [Note: Articles 45 and 53 CARD]
A depositary that issues certificates representing certain securities must maintain adequate arrangements to safeguard certificate holders' rights to4 the securities to which the certificates relate, and to4 all rights relating to the securities and all money and benefits that it may receive in respect of them, subject only to payment of the remuneration and proper expenses of the issuer of the certificates.4
The procedure the FCA5 will follow if it exercises its power to require a UK RIE to suspend or remove a financial instrument3 from trading is set out in sections 313B to 313BE of the Act.3 The FCA's internal arrangements provide for decisions to exercise this power to be taken at an appropriately senior level. If the FCA5 exercises this power, the UK RIE concerned and the issuer (if any) of the relevant financial instrument may refer the matter to the Tribunal(see EG 2.39)2.2
(1) An issuer that has the listing of any of its securities suspended may request the FCA to have them restored.(2) The request should be made sufficiently in advance of the time and date the issuer wishes the securities to be restored.(3) Requests received for when the market opens should allow sufficient time for the FCA to deal with the request.(4) The request may be an oral request. The FCA may require documentary evidence that the events that lead to the suspension are no
(1) If an issuer has requested the FCA to restore the listing of any securities, it may withdraw its request at any time while the securities are still suspended. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible.(2) Even if a request to restore has been withdrawn, the FCA may restore the listing of securities if it believes the circumstances justify it.
(1) If an underlying instrument is restored, the securitised derivative'slisting will normally be restored.(2) For a securitised derivative relating to a basket of underlying instruments that has been suspended, the securitised derivative's listing may be restored by the FCA, irrespective of whether or not the underlying instrument has been restored, if:(a) the issuer of the securitised derivative confirms to the FCA that despite the relevant underlying instrument(s) suspension
(1) If it appears to the FCA that there is, or there may be, a breach of the listing rules or the disclosure rules and transparency rules4 by an issuer with a premium listing4, the FCA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules, the disclosure rules and the transparency rules4.4(2) If required to do so under (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the application of
An issuer whose registered office is in a non-EEA State will be treated as meeting equivalent requirements to those set out in DTR 5.8.12 R (2) (issuer to make public notifications of major shareholdings by close of third day following receipt) provided that the period of time within which the notification of the major holdings is to be effected to the issuer and is to be made public by the issuer is in total equal to or shorter than seven trading days.[Note: article 19 of the
An issuer whose registered office is in a non-EEA State will be treated as meeting equivalent requirements in respect of treasury shares to those set out in DTR 5.5.1 R provided that:(1) if the issuer is only allowed to hold up a maximum of 5% of its own shares to which voting rights are attached, a notification requirement is triggered under the law of the third country whenever this the maximum threshold of 5% of the voting rights is reached or crossed;(2) if the issuer is allowed
An issuer whose registered office is in a non-EEA State will be treated as meeting equivalent requirements to those set out in DTR 5.6.1 R (Disclosure by issuers of total voting rights) provided that the issuer is required under the law of the non-EEA State to disclose to the public the total number of voting rights and capital within 30 calendar days after an increase or decrease of such total number has occurred.[Note: article 21 of the TD implementing Directive]
The FCA maintains a published list of non-EEA States which, for the purpose of article 23.1 of the TD, are judged to have laws which lay down requirements equivalent to those imposed upon issuers by this chapter. Such issuers remain subject to the following requirements of DTR 6:(1) the filing of information with the FCA;(2) the language provisions; and(3) the dissemination of information provisions.
12A firm must notify the appropriate regulator in writing of its intention to issue a capital instrument which it intends to include within its capital resources at least one month before the intended date of issue, unless there are exceptional circumstances which make it impracticable to give such a period of notice, in which event the firm must give as much notice as is practicable in those circumstances. When giving notice, a firm must:(1) provide details of the amount of
12A firm must notify the appropriate regulator in writing, no later than the date of issue, of its intention to issue a capital instrument listed in GENPRU 2.2.61E R which it intends to include within its capital resources. When giving notice, a firm must: (1) provide the information set out at GENPRU 2.2.61BR (1) to (3); and(2) confirm that the terms of the capital instrument have not changed since the previous issue by the firm of that type of capital instrument.
The conditions that an item of capital of a firm must comply with under GENPRU 2.2.62R (2)1 are as follows:(1) it is issued by the firm;(2) it is fully paid and the proceeds of issue are immediately and fully available to the firm;(3) it:(a) cannot be redeemed at all or can only be redeemed on a winding up of the firm; or(b) complies with the conditions in GENPRU 2.2.70 R (Basic requirements for redeemability) and GENPRU 2.2.76 R (Redeemable instrument subject to a step-up);(4)
8GENPRU 2.2.127R (4) does not apply if the firm has conducted a properly reasoned analysis confirming that any potential risks, including legal and operational risks, associated with cross-border issues, which undermine the quality of the capital for the issuer, that arise from an SPV not being incorporated under or governed by the laws and jurisdiction of England and Wales, Scotland or Northern Ireland, are adequately mitigated.
8The analysis must be set out in writing and dated before the date of issue of the capital instrument and the firm must be able to show that the analysis has been fully considered as part of its decision to proceed with the issue. The analysis must be conducted by a person or persons appropriately qualified to assess the relevant risks and that person may be an independent adviser or an employee of the firm who is not part of the business unit responsible for the transaction
(1) This rule deals with any transaction:(a) under which an SPV directly or indirectly funds the subscription for capital issued by the firm as described in GENPRU 2.2.124 R; or(b) that is directly or indirectly funded by a transaction in (1)(a).(2) Each undertaking that is a party to a transaction to which this rule applies (other than the firm) must be a subsidiary undertaking of the firm.(3) Each SPV that is a party to a transaction to which this rule applies must comply with
The purpose of GENPRU 2.2.133 R is to deal with a capital-raising under which the capital raised by a special purpose vehicle is passed through a number of undertakings before it is invested in the firm. If the capital resources of the firm fall below, or are likely to fall below, its capital resources requirement the firm should replace the capital issued by that first special purpose vehicle with a tier one instrument directly issued by the firm which complies with GENPRU 2.2.129R
(1) This rule applies to a potential tier one instrument if:(a) it is redeemable by the firm (ignoring GENPRU 2.2.77 R (Meaning of redemption));(b) it provides that if the issuer does not exercise that right or does not do so in specified circumstances the issuer must or may have to redeem it in whole or in part through the issue of shares eligible for inclusion in the firm'stier one capital resources or the instrument converts or may convert into such shares; and(c) GENPRU 2.2.77
(1) In addition to the maximum conversion ratios of 200% for an insurer and 150% for a BIPRU firm,8GENPRU 2.2.138R (2)(b) does not permit a firm to issue shares that would have a market value that exceeds the issue price of the instrument being redeemed.8(2) In the example in GENPRU 2.2.143 G, if the market value of the ordinary shares was 250 pence at the conversion date, the maximum number of ordinary shares that may be issued to satisfy the redemption of one of the £100 par
(1) A transferable security is an investment which is any of the following:(a) a share;(b) a debenture;(ba) an alternative debenture;11(c) a government and public security;(d) a warrant; or(e) a certificate representing certain securities.(2) An investment is not a transferable security if the title to it cannot be transferred, or can be transferred only with the consent of a third party.(3) In applying (2) to an investment which is issued by a body corporate, and which is a share
(1) 7A UCITS scheme may invest in a transferable security only to the extent that the transferable security fulfils the following criteria:(a) the potential loss which the UCITS scheme may incur with respect to holding the transferable security is limited to the amount paid for it;(b) its liquidity does not compromise the ability of the authorised fund manager to comply with its obligation to redeemunits at the request of any qualifying unitholder (see COLL 6.2.16 R (3) );(c)
(1) 7(In addition to instruments admitted to or dealt in on an eligible market) a UCITS scheme may invest in an approved money-market instrument provided it fulfils the following requirements:(a) the issue or the issuer is regulated for the purpose of protecting investors and savings; and(b) the instrument is issued or guaranteed in accordance with COLL 5.2.10B R.[Note: article 50(1)(h)(i) to (iii)13 of the UCITS Directive]13(2) The issue or the issuer of a money-market instrument,
(1) 7A UCITS scheme may invest in an approved money-market instrument if it is:(a) issued or guaranteed by any one of the following:(i) a central authority of an EEA State or, if the EEA State is a federal state, one of the members making up the federation;(ii) a regional or local authority of an EEA State;(iii) the Bank of England, the European Central Bank or a central bank of an EEA State;(iv) the European Union or the European Investment Bank;(v) a non-EEA State or, in the
(1) 7In the case of an approved money-market instrument within COLL 5.2.10BR (1)(b) or issued by a body of the type referred to in COLL 5.2.10E G; or which is issued by an authority within COLL 5.2.10BR (1)(a)(ii) or a public international body within COLL 5.2.10BR (1)(a)(vi) but is not guaranteed by a central authority within COLL 5.2.10BR (1)(a)(i), the following information must be available:(a) information on both the issue or the issuance programme, and the legal and financial
(1) 7In addition to instruments admitted to or dealt in on an eligible market, a UCITS scheme may also with the express consent of the FCA (which takes the form of a waiver under sections 138A and 138B of the Act as applied by section 250 of the Act or regulation 7 of the OEIC Regulations) invest in an approved money-market instrument provided:(a) the issue or issuer is itself regulated for the purpose of protecting investors and savings in accordance with COLL 5.2.10AR (2);(b)
(1) 13An authorised fund manager of a UCITS scheme must ensure that counterparty risk arising from an OTC derivative transaction is subject to the limits set out in COLL 5.2.11R (7) and COLL 5.2.11R (10).(2) When calculating the exposure of a UCITS scheme to a counterparty in accordance with the limits in COLL 5.2.11R (7), the authorised fund manager must use the positive mark-to-market value of the OTC derivative contract with that counterparty.(3) An authorised fund manager
(1) The FCA will not automatically suspend, cancel or restore the listing of securities at the request of an overseas exchange or overseas authority (for example, if listing of a listed3issuer'ssecurities are suspended, cancelled or restored on its home exchange).(2) The FCA will not normally suspend the listing of securities where there is a trading halt for the security on its home exchange.(3) If a listedissuer3 requests a suspension, cancellation or restoration of the listing
Examples of when the FCA may require the suspension of trading of a financial instrument include:(1) if an issuer fails to make a RIS announcement as required by the disclosure rules within the applicable time-limits which the FCA considers could affect the interests of investors or affect the smooth operation of the market; or(2) if there is or there may be a leak of inside information and the issuer is unwilling or unable to issue an appropriate RIS announcement within a reasonable
The FCA will try to notify the applicant
of its decision on an application for approval of listing
particulars or supplementary
listing particulars within the same time limits as are specified
in section 87C of the Act (consideration
of application for approval) for an application for approval of a prospectus or supplementary
prospectus.
Where an issuer proposes to issue further debt securities that are:(1) backed by the same assets; and(2) not fungible with existing classes of debt securities; or(3) not subordinated to existing classes of debt securities;the issuer must inform the holders of the existing classes of debt securities.
Where a listed company or applicant appoints more than one sponsor , the company must:(1) ensure that one of the sponsors that is appointed takes primaryresponsibility for contact with the FCA in respect of the entire application or transaction; and2(2) inform the FCA, in writing, of the name and contact details of the sponsor taking responsibility under LR 8.5.3R (1)22.
1This chapter applies to(1) an issuer of any of the following types of securities:(a) debt securities;(b) asset-backed securities;(c) certificates representing debt securities;2(d) specialist securities of the following types:(i) convertible securities which convert to debt securities;(ii) convertible securities which convert to equity securities;2(iii) convertible securities which are exchangeable for securities of another company; and 2(iv) preference shares2
The issuer or the owner, as the case may be, should review legal advice as necessary. For example, advice should be reviewed if a relevant statutory provision is amended or where a new decision or judgment of a court might have a bearing on the conclusions reached which is material to the issuer's or owner's compliance with the requirements of the RCB Regulations or the RCB.
Unless otherwise stated, the issuer or the owner, as the case may be, must send the relevant forms and information to the FCA's address marked for the attention of the "Covered Bonds Team, Capital Markets Sector" by any of the following methods:(1) post; or(2) leaving it at the FCA's address and obtaining a time-stamped receipt; or(3) email to rcb@fca.org.uk.
An applicant for admission must apply to the FCA by:(1) submitting, in final form:(a) the documents described in LR 3.3 in the case of an application in respect of equity shares;44(b) the documents described in LR 3.4 in the case of an application in respect of debt securities or other securities;(c) the documents described in LR 3.5 in the case of a block listing;(2) submitting all additional documents, explanations and information as required by the FCA;(3) submitting verification
When considering an application for admission to listing, the FCA may:(1) carry out any enquiries and request any further information which it considers appropriate, including consulting with other regulators or exchanges;(2) request that an applicant, or its specified representative answer questions and explain any matter the FCA considers relevant to the application for listing;(3) take into account any information which it considers appropriate in relation to the application
(1) 1A person must make a notification in accordance with the applicable thresholds in DTR 5.1.2R in respect of any financial instruments which they hold, directly or indirectly, which:(a) are qualifying financial instruments within DTR 5.3.2R; or(b) unless (2) or (2A) applies:33(i) are referenced to the shares of an issuer, other than a non-UK issuer; and(ii) have similar economic effects to (but which are not) qualifying financial instruments within DTR 5.3.2R.(2) Paragraph
The holder of qualifying financial instruments, and, to the extent relevant, financial instruments with similar economic effects, 1is required to aggregate and, if necessary, notify all such instruments as relate to the same underlying issuer.[Note: article 11(2) of the TD implementing Directive in respect of qualifying financial instruments]1
1In this chapter:(1) references to an2 "issuer", in relation to shares admitted to trading on a regulated market, are to an issuer whose Home State is the United Kingdom;2(2) references to a "non-UKissuer" are to an issuer whose shares are admitted to trading on a regulated market and whose Home State is the United Kingdom other than:(a) a public company within the meaning of section 4(2)7of the Companies Act 200674; and434433477(b) a company which is otherwise incorporated in,
Subject to the exemption for certain third country issuers (DTR 5.11.6 R), a person must notify the issuer of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold 5through his direct or indirect holding of financial instruments falling within 2DTR 5.3.1R (1) , subject to the exemption in DTR 5.3.1R(2),58 and DTR 5.3.1R (2A), (or a combination of such holdings) if the percentage of those voting rights2:22(1) reaches, exceeds or falls below 3%,
Voting rights attaching to the following shares are to be disregarded for the purposes of determining whether a person has a notification obligation in accordance with the thresholds in DTR 5.1.2 R:(1) shares acquired for the sole purpose of clearing and settlement within a settlement cycle not exceeding the period beginning with the transaction and ending at the close of the third trading day following the day of the execution of the transaction (irrespective of whether the transaction
(1) References to a market maker are to a market maker which:(a) (subject to (3) below) is authorised by its Home State under MiFID;(b) does not intervene in the management of the issuer concerned; and (c) does not exert any influence on the issuer to buy such shares or back the share price.[Note: articles 9(5) and 9(6) of the TD](2) A market maker relying upon the exemption for shares held by it in that capacity must notify the competent authority of the Home Member State of