Related provisions for SUP 11.7.1

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CASS 1.2.5RRP
1The insurance client money chapter2 does not apply to an authorised professional firm with respect to its non-mainstream regulated activities, which are insurance mediation activities, if:2(1) the firm's designated professional body has made rules which implement article 4 of the Insurance Mediation Directive;33(2) those rules have been approved by the FCA under section 332(5) of the Act; and(3) the firm is subject to the rules in the form in which they were approved.
PRIN 1.1.2GRP
The Principles are a general statement of the fundamental obligations of firms under the regulatory system. This includes provisions which implement the Single Market Directives.5 They derive their authority from the appropriate regulator's rule-making powers as set out in the Act and reflect the statutory objectives.3
DEPP 6A.2.5GRP
1For the purposes of section 89S(1)(d) of the Act, the FCA expects usually to suspend the approval of a primary information provider.
BIPRU 8.4.5GRP
The standards in BIPRU 8.4.4 G are minimum standards. Satisfaction of these conditions does not automatically mean the FCA will give an investment firm consolidation waiver. The FCA will in addition also apply the tests in Section 138A of the Act (Modification or waiver of rules).
PERG 8.17A.1GRP
The application of section 21 of the Act and of exemptions in the Financial Promotion Order to invitations or inducements about insurance mediation activities will vary depending on the type of activity. The implementation of the Insurance Mediation Directive has not led to any changes in the definitions of a controlled investment or a controlled activity under the Financial Promotion Order. So:(1) rights under any contract of insurance are a controlled investment;(2) rights to
DTR 5.1.5RRP
(1) The following 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 except at the thresholds of 5% and 10% and above:(a) voting rights attaching to shares forming part of property belonging to another which that person lawfully manages under an agreement in, or evidenced in, writing;(b) voting rights attaching to shares which may be exercisable by a person in his capacity as the
SUP 15.4.2GRP
SUP 15.4.1 R is not made under the powers conferred on the appropriate regulator8 by Part V of the Act (Performance of Regulated Activities). A person notified to the appropriate regulator8 under SUP 15.4.1 R is not subject to the Statements of Principle or Code of Practice for Approved Persons, unless he is also an approved person.88
PR App 1.1.1RP

1Note: The following definitions relevant to the prospectus rules are extracted from the Glossary.

Act

the Financial Services and Markets Act 2000.

admission to trading

admission to trading on a regulated market.

advertisement

(as defined in the PD Regulation) announcements:

(1)

relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and

(2)

aiming to specifically promote the potential subscription or acquisition of securities.4

applicant

an applicant for approval of a prospectus or supplementary prospectus relating to transferable securities.

asset backed security

(as defined in the PD Regulation) securities which:

(1)

represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable thereunder; or

(2)

are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets.

base prospectus

a base prospectus referred to in PR 2.2.7 R.

body corporate

(in accordance with section 417(1) of the Act (Definitions) any body corporate, including a body corporate constituted under the law of a country or territory outside the United Kingdom;

building block

(as defined in the PD Regulation) a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up.4

collective investment undertaking other than the closed-end type

(in PR) (as defined in Article 2.1(o) of the prospectus directive) unit trusts and investment companies:

(1)

the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk-spreading;

(2)

the units of which are, at the holder's request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings.4

4company

any body corporate.

Consolidated Admissions and Reporting Directive

Directive 2001/34/EC of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities.

credit institution

as defined in article 4(1)(1) of the 7EUCRR.7

77

director

(in accordance with section 417(1)(a) of the Act) a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties.

EEA State

(in accordance with paragraph 8 of Schedule 3 to the Act (EEA Passport Rights)) a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being; as at 1 May 2004, the following are the EEA States: Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, the Slovak Republic, Slovenia, Spain, Sweden and the United Kingdom.

equity security

(as defined in Article 2.1(b) of the prospectus directive) shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of the said issuer.

equity share

shares comprised in a company'sequity share capital.

equity share capital

(for a company), its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.

6ESMA recommendations

the recommendations for the consistent implementation of the European Commission’s Regulation on Prospectuses No 809/2004 published by the European Securities and Markets Authority (ESMA/2011/81).

executive procedures

the procedures relating to the giving of warning notices, decision notices and supervisory notices that are described in DEPP 4 (Decision by FCA staff under executive procedures)2.

22

FCA

the Financial Conduct Authority.

guarantee

(as defined in the PD Regulation) any arrangement intended to ensure that any obligation material to the issue will be duly serviced, whether in the form of guarantee, surety, keep well agreement, mono-line insurance policy or other equivalent commitment.

guarantor

a person that provides a guarantee.

Home State or Home Member State

(as defined in section 102C of the Act) in relation to an issuer of transferable securities, the EEA State which is the "home Member State" for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive).

Host State or Host Member State

(as defined in Article 2.1(n) of the prospectus directive) the EEA State where an offer to the public is made or admission to trading is sought, when different from the home State.

issuer

(as defined in section 102A of the Act) a legal person who issues or proposes to issue the transferable securities in question.4

4key information

(in PR) (as defined in section 87A(9) and (10) of the Act) the information which is essential to enable investors to understand the transferable securities to which the prospectus relates and decide whether to consider the offer further. The key information must include:

(a)

the essential characteristics of, and risks associated with, the issuer and any guarantor, including their assets, liabilities and financial positions;

(b)

the essential characteristics of, and risks associated with, investment in the transferable securities, including any rights attaching to the securities;

(c)

the general terms of the offer, including an estimate of the expenses charged to an investor by the issuer and the offeror, if not the issuer;

(d)

details of the admission to trading; and

(e)

the reasons for the offer and proposed use of the proceeds.

5limited liability partnership

(a)

a body corporate incorporated under the Limited Liability Partnerships Act 2000;

(b)

a body corporate incorporated under legislation having the equivalent effect to the Limited Liability Partnerships Act 2000.

MiFID3

The European Parliament and Council Directive on markets in financial instruments (No. 2004/39/EC).

See also MiFID Regulation and MiFID implementing Directive.3

non-equity transferable securities

(as defined in section 102A of the Act) all transferable securities that are not equity securities.

Note: In the prospectus directive and the PD Regulation, the Commission uses the term "non-equity securities" rather than "non-equity transferable securities".

offer

an offer of transferable securities to the public.

offer of transferable securities to the public

(as defined in section 102B of the Act), in summary:

(a)

a communication to any person which presents sufficient information on:

  • (i) the transferable securities to be offered, and
  • (ii) the terms on which they are offered,

to enable an investor to decide to buy or subscribe for the securities in question;

(b)

which is made in any form or by any means;

(c)

including the placing of securities through a financial intermediary;

(d)

but not including a communication in connection with trading on:

  • (i) a regulated market;
  • (ii) a multilateral trading facility; or
  • (iii) any market prescribed by an order under section 130A of the Act.

Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act.

offering programme

(as defined in Article 2.1(k) of the prospectus directive) a plan which would permit the issuance of non-equity securities, including warrants in any form, having a similar type and/or class, in a continuous or repeated manner during a specified issuing period.

offeror

a person who makes an offer of transferable securities to the public.

5officer

(in relation to a body corporate) (as defined in section 400(5) of the Act (Offences by bodies corporate etc)) a director, member of the committee of management, chief executive, manager, secretary, or other similar officer of the body, or a person purporting to act in that capacity or a controller of the body.

overseas company

a company incorporated outside the United Kingdom.

Part 6 rules

(in accordance with section 73A(1) of the Act), rules made for the purposes of Part 6 of the Act.

5partnership

(in accordance with section 417(1) of the Act (Definitions)) any partnership, including a partnership constituted under the law of a country or territory outside the United Kingdom, but not including a limited liability partnership.

PD

prospectus directive.

PD Regulation

Regulation number 809/2004 of the European Commission.

person

(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporated that is, a natural person, a legal person and, for example, a partnership).

PR

the Prospectus Rules sourcebook.

profit estimate

(as defined in the PD Regulation) a profit forecast for a financial period which has expired and for which results have not yet been published.

profit forecast

(as defined in the PD Regulation) a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word "profit" is not used.

property collective investment undertaking

(as defined in the PD Regulation) a collective investment undertaking whose investment objective is the participation in the holding of property in the long term.

prospectus

a prospectus required under the prospectus directive.

prospectus directive

the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC).

Prospectus Rules

(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities.

Public international body

(as defined in the PD Regulation) a legal entity of public nature established by an international treaty between sovereign States and of which one or more Member States are members.

qualified investor

(as defined in section 86(7) of the Act) in relation to an offer of transferable securities:4

(a)

a person or entity described in points (1) to (4) of Section I of Annex II to MiFID, 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 MiFID; or4

4

(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 MiFID and has not subsequently, but 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 MiFID; or4

4

(c)

a person who is recognised as an eligible counterparty in accordance with article 24 of MiFID 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 MiFID; or4

4

(d)

a person whom any relevant firm is authorised to continue to treat as a professional client in accordance with article 71(6) of MiFID.4

registration document

a registration document referred to in PR 2.2.2 R.

regulated information

(as defined in the PD Regulation) all information which the issuer, or any person who has applied for the admission of securities to trading on a regulated market without the issuer’s consent, is required to disclose under Directive 2001/34/EC or under Article 6 of Directive 2003/6/EC.3

regulated market

a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments in the system and in accordance with its non-discretionary rules in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of MiFID.3

RIS

Regulatory Information Service.

risk factors

(as defined in the PD Regulation) a list of risks which are specific to the situation of the issuer and/or the securities and which are material for taking investment decisions.

rule

(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FCA under the Act.

schedule

(as defined in the PD Regulation) a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved.

securities issued in a continuous and repeated manner

(as defined in Article 2.1(l) of the prospectus directive) issues on tap or at least two separate issues of securities of a similar type and/or class over a period of 12 months.

securities note

a securities note referred to in PR 2.2.2 R.

small and medium-sized enterprise

(as defined in Article 2.1(f) of the prospectus directive) companies, which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding €43,000,000 and an annual net turnover not exceeding €50,000,000.

special purpose vehicle

(as defined in the PD Regulation) an issuer whose objects and purposes are primarily the issue of securities.

statutory notice associated decision

a decision which is made by the FCA and which is associated with a decision to give a statutory notice, including a decision:

statutory notice decision

a decision by the FCA on whether or not to give a statutory notice.

(a)

to determine or extend the period for making representations;

(b)

to determine whether a copy of the statutory notice needs to be given to any third party and the period for him to make representations;

(c)

to refuse access to FCA material;

(d)

as to the information which it is appropriate to publish about the matter to which a final notice or an effective supervisory notice relates.

summary

(in relation to a prospectus) the summary included in the prospectus.

supplementary prospectus

a supplementary prospectus containing details of a new factor, mistake or inaccuracy.

transferable security

(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFID3, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months.

3

Note: In the prospectus directive and PD regulation, the Commission uses the term "security" rather than "transferable security".

umbrella collective investment scheme

(as defined in the PD Regulation) a collective investment undertaking invested in one or more collective investment undertakings, the asset of which is composed of separate class(es) or designation(s) of securities.

United Kingdom

England and Wales, Scotland and Northern Ireland (but not the Channel Islands or the Isle of Man).

units of a collective investment scheme

(as defined in Article 2.1(p) of the prospectus directive) securities issued by a collective investment undertaking as representing the rights of the participants in such an undertaking over its assets.

working day

(as defined in section 103 of the Act) any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom.
SYSC 4.1.4RRP
A firm (with the exception of a sole trader who does not employ any person who is required to be approved under section 59 of the Act (Approval for particular arrangements))3 must, taking into account the nature, scale and complexity of the business of the firm, and the nature and range of the financial services and activities 3undertaken in the course of that business:310(1) (if it is a common platform firm or a management company)10 establish, implement and maintain decision-making
SUP 9.2.1GRP
Requests for individual guidance may be made in writing or orally. Requests for individual guidance in relation to the Part 6 rules should be made in writing other than in circumstances of exceptional urgency or in the case of a request from a sponsor in relation to the provision of a sponsor service. 2If oral queries raise complex or significant issues, the FCA will normally expect the details of the request to be confirmed in writing. Simple requests for guidance may often be
COLL 11.3.10GRP
Where the FCA is informed in accordance with COLL 11.3.9 R that a feeder UCITS which is an EEA UCITS scheme has invested in units of the master UCITS, section 261A and section 261Z41 (Information for home state regulator) of the Act and regulation 29A (Information for home state regulator) of the OEIC Regulations require the FCA to inform the Home State regulator of the feeder UCITS immediately.[Note: article 66(1) second sentence of the UCITS Directive]
SUP 11.4.9GRP
The obligations 4in SUP 11.4.2 R andSUP 11.4.2A R apply 4 whether or not the controller himself has given or intends to give a notification, in accordance with his obligations under the Act.144
IFPRU 4.14.3GRP
A firm may apply to the FCA under section 138A of the Act to waiveIFPRU 4.14.2 R if it wishes to use the residual maturity of the interest-rate contract.
FEES 3.1.5AGRP
17The fees for collective investment schemes reflect the estimated costs to the FCA of assessing applications and notifications. The level of fees payable in respect of an application or a notification will vary depending upon the provision of the Act under which it is made. This fee is adjusted when the scheme concerned is an umbrella.
CASS 5.3.1GRP
Section 137B(1) of the Act (Miscellaneous ancillary matters) provides that rules may make provision which results in client money being held by a firm on trust (England and Wales and Northern Ireland) or as agent (Scotland only). CASS 5.3.2 R creates a fiduciary relationship between the firm and its client under which client money is in the legal ownership of the firm but remains in the beneficial ownership of the client. In the event of failure of the firm, costs relating to
DISP App 1.1.5GRP
This appendix is also relevant to complaints which the Ombudsman may investigate under the Compulsory Jurisdiction or Voluntary Jurisdiction of the Financial Ombudsman Service established under Part XVI of the Act (The Ombudsman Scheme).2525
MAR 2.5.2RRP
A person who is treated under MAR 2.5.1R (1) as acting or engaging in conduct in conformity with the price stabilising rules is also to be treated to an equivalent extent as so acting or engaging for the purposes of:(1) MAR 2.2.1R (2) and MAR 2.2.2 G, provided that the investments concerned are not admitted to trading on a regulated market and there has been no request for admission to trading on a regulated market;(2) Part XIV (Disciplinary measures); and (3) Part XXV (Injunctions
PR 3.3.1RRP
PR 3.3.2 R to PR 3.3.4 R only apply to an offer, or to an admission to trading of transferable securities, for which:(1) a prospectus is required to be made available to the public under section 85 of the Act; or(2) a person elects to have a prospectus under section 87 of the Act. [ Note: article 15.1 PD ]