Related provisions for SUP App 3.3.8

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ICOBS 3.2.1RRP
This section applies to a firm carrying on an electronic commerce activity from an establishment in the United Kingdom, with or for a person in the United Kingdom or another EEA State.
ICOBS 3.2.2RRP
A firm must make at least the following information easily, directly and permanently accessible to the recipients of the information society services it provides:(1) its name;(2) the geographic address at which it is established;(3) the details of the firm, including its e-mail address, which allow it to be contacted and communicated with in a direct and effective manner;(4) an appropriate statutory status disclosure statement (GEN 4 Annex 1 R), together with a statement which
ICOBS 3.2.8RRP
The requirements relating to the placing and receipt of orders do not apply to contracts concluded exclusively by exchange of e-mail or by equivalent individual communications.[Note: article 10(4) and 11(3) of the E-Commerce Directive]
DTR 5.1.1RRP
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,
DTR 5.1.4RRP
(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
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
GENPRU 3.2.9RRP
If the Part 4A permission of a firm contains a requirement obliging it to comply with this rule with respect to a third-country banking and investment group of which it is a member, it must comply, with respect to that third-country banking and investment group, with the rules in Part 2 of GENPRU 3 Annex 2, as adjusted by Part 3 of that annex.
DTR 6.3.3ARRP
4Where an issuer or person uses an RIS other than an RIS which is a:(1) a primary information provider; or(2) an EEA approved incoming information society service; or(3) a person to whom DTR TP 1.22 applies, for as long as DTR TP 1.22 remains in force;the issuer or person must comply with .DTR 6.3.3B R
DTR 6.3.4RRP
Regulated information must be disseminated in a manner ensuring that it is capable of being disseminated to as wide a public as possible, and as close to simultaneously as possible in the Home Member State and in other EEA States. [Note: article 12(2) of the TD implementing directive]11
DTR 6.3.10RRP
(1) Information that is disclosed in a non-EEA State which may be of importance to the public in the EEA must be disclosed in accordance with the provisions set out in DTR 6.2 and DTR 6.3. (2) Paragraph (1) applies additionally to information that is not regulated information.[Note: article 23(3) of the TD]
IFPRU 1.1.12RRP
(1) For the purpose of IFPRU and the EU CRR, dealing on own account means the service of dealing in any financial instruments for own account as referred to in point 3 of Section A of Annex I to MiFID, subject to (2) and (3).(2) In accordance with article 29(2) of CRD (Definition of dealing on own account), an investment firm that executes investors' orders for financial instruments and holds such financial instruments for its own account does not, for that reason, deal on own
IFPRU 1.1.13GRP
A firm whose head office is not in an EEA State is an investment firm if it would have been subject to the requirements imposed by MiFID (but it is not a bank, building society, credit institution, local, exempt CAD firm and BIPRU firm) if: (1) its head office had been in an EEA State; and(2) it had carried on all its business in the EEA and had obtained whatever authorisations for doing so as are required under MiFID.
BIPRU 8.7.25RRP
A firm may not apply the second method in BIPRU 8.7.13R (3) (accounting consolidation for the whole group) or apply accounting consolidation to parts of its UK consolidation group or non-EEA sub-group under method three as described in BIPRU 8.7.13R (4)(a) for the purposes of the calculation of the consolidated market risk requirement unless the group or sub-group and the undertakings in that group or sub-group satisfy the conditions in this rule. Instead the firm must use the
BIPRU 8.7.34RRP
A firm may calculate the risk capital requirement for an institution in the firm'sUK consolidation group or non-EEA sub-group that is an EEA firm in accordance with the CRD implementation measures in the EEA firm'sEEA State that correspond to the appropriate regulator'srules that would otherwise apply under this section if the institution is subject to those CRD implementation measures.
BIPRU 8.7.38ARRP
(1) 2This rule applies to a firm if:(a) an institution in its UK consolidation group or non-EEA sub-group is subject to any of the rules or requirements of, or administered by, a third-country competent authority applicable to its financial sector that correspond to the sectoral rules applicable to that financial sector (“corresponding sectoral rules”); or(b) a part of its UK consolidation group or non-EEA sub-group constitutes the whole of a group subject to the consolidated
PR 1.2.1UKRP

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

85

(1)

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

(2)

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

(3)

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

(a)

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

(b)

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

(4)

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

(5)

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

(a)

those listed in Schedule 11A;

(b)

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

(6)

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

(a)

those listed in Part 1 of Schedule 11A;

(b)

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

(7)

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

86

Exempt offers to the public

(1)

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

(a)

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

(b)

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

(c)

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

3

(d)

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

33

(e)

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

3

3(f)

the offer falls within subsection (1A).

3(1A)

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

3(a)

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

3(b)

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

3(c)

a prospectus is available for the securities which has been approved by the FCA and meets either of the conditions in subsection (1B);4 and

4

3(d)

the issuer or other person who was responsible for drawing up the prospectus has given written consent to the use of the prospectus for the purpose of the current offer.4

4(1B)

The conditions referred to in subsection (1A)(c) are:

(a)

that the prospectus was approved by the FCA no earlier than 12 months before the date the current offer is made, and is supplemented by every supplementary prospectus which was required to be submitted under section 87G; or

(b)

in the case of non-equity transferable securities falling within article 5(4)(b) of the prospectus directive, that the securities concerned have not ceased to be issued in a continuous or repeated manner.

(2)

Where -

(a)

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

3

(b)

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

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

(3)

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

(a)

trustees of a trust,

(b)

members of a partnership in their capacity as such, or

(c)

two or more persons jointly,

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

(4)

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

(a)

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

(b)

had previously satisfied subsection (1)(e).

(5)

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

(6)

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

(7)

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

(a)

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

3

(b)

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

3

(c)

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

3

3(d)

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

3(8)

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

3(9)

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

3(10)

In subsections (8) and (9) -

“credit institution” means -

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

(b) an institution which would satisfy the requirements for authorisation as a credit institution under that directive if it had its registered office (or if it does not have one, its head office) in an EEA State.
PR 1.2.3RRP
In accordance with section 85(6)(b) of the Act, section 85(2) of the Act does not apply to the admission to trading of the following types of transferable securities:(1) shares representing, over a period of 12 months, less than 10 per cent of the number of shares of the same class already admitted to trading on the same regulated market;(2) shares issued in substitution for shares of the same class already admitted to trading on the same regulated market, if the issue of the
IFPRU 4.3.4GRP
Article 20(6) of the EU CRR states that, where the IRB approach is used on a unified basis by those entities which fall within the scope of article 20(6) (EEA group), the FCA is required to permit certain IRB requirements to be met on a collective basis by members of that group. In particular, the FCA considers that, where a firm is reliant upon a rating system or data provided by another member of its group, it will not meet the condition that it is using the IRB approach on
IFPRU 4.3.8GRP
(1) Where the firm's rating systems are used on a unified basis under article 20(6) of the EU CRR, the FCA considers that the governance requirements in article 189 of the EU CRR can only be met if the subsidiaries have delegated to the governing body or designated committee of the EEA parent institution, EEA parent financial holding company or EEA parent mixed financial holding company responsibility for approval of the firm's rating systems.(2) The FCA expects an appropriate
IFPRU 4.3.12GRP
The following points set out the level at which the FCA expects the 15% test to applied for a firm that is a member of a group:(1) if a firm is part of a group subject to consolidated supervision in the EEA and for which the FCA is the consolidating supervisor, the calculations in (1) are carried out with respect to the wider group;(2) if a firm is part of a group subject to consolidated supervision in the EEA and for which the FCA is not the consolidating supervisor the calculation
SYSC 12.1.1RRP
1Subject to SYSC 12.1.2 R to SYSC 12.1.4 R, this section applies to each of the following which is a member of a group:(1) a firm that falls into any one or more of the following categories:(a) a regulated entity;(b) [deleted]88(c) an insurer;(d) a BIPRU firm;(e) a non-BIPRU firm that is a parent financial holding company in a Member State and is a member of a UK consolidation group; and(f) a firm subject to the rules in IPRU(INV) Chapter 14.(2) a UCITS firm, but only if
SYSC 12.1.2RRP
Except as set out in SYSC 12.1.4 R, this section applies with respect to different types of group as follows:(1) SYSC 12.1.8 R and SYSC 12.1.10 R apply with respect to all groups, including UK-regulated EEAfinancial conglomerates,19 other financial conglomerates and groups dealt with in SYSC 12.1.13 R to SYSC 12.1.16 R;19(2) the additional requirements set out in SYSC 12.1.11 R and SYSC 12.1.12 R only apply with respect to UK-regulated EEAfinancial conglomerates;19 and19(3)
SYSC 12.1.4RRP
(1) This rule applies in respect of the following rules:(a) SYSC 12.1.8R (2);(b) SYSC 12.1.10R (1), so far as it relates to SYSC 12.1.8R (2);(c) SYSC 12.1.10R (2); and(d) SYSC 12.1.11 R to SYSC 12.1.15 R.(2) The rules referred to in (1):(a) only apply with respect to a financial conglomerate if it is a UK-regulated EEA financial conglomerate;1919(b) (so far as they apply with respect to a group that is not a financial conglomerate) do not apply with respect to a group for
SUP 16.17.2RRP
In this section "UK lead regulated group" means a UK consolidation group that is headed eitherby an EEA parent institution or by an EEA parent financial holding company.
SUP 16.17.4RRP
(1) A firm to which this rule applies must submit a High Earners Report to the appropriate regulator10 annually.10(2) The firm must submit that report to the appropriate regulator10 within four months of the end of the firm'saccounting reference date.10(3) A firm that is not part of a UK lead regulated group must complete that report on an unconsolidated basis in respect of remuneration awarded in the last completed financial year to all high earners of the firm who mainly undertook
FEES 4.3.2GRP
(1) The amount payable by each firm will depend upon the category (or categories) of regulated activities or payment services7it is engaged in (fee-blocks)and whether it is issuing electronic money,10 and on the amount of business it conducts in each category (tariff base). The fee-blocks and tariffs are identified in FEES 4 Annex 1AR in respect of the FCA and FEES 4 Annex 1BR in respect of the PRA2727 (and guidance on calculating certain of the tariffs is at FEES 4 Annex 12
FEES 4.3.4GRP
(1) A firm which becomes authorised or registered 7during the course of a fee year26 will be required to pay a proportion of the periodic fee which reflects the proportion of the year for which it will have a permission or the right to provide particular payment services or the right to issue electronic money107- see FEES 4.2.5 G and FEES 4.2.6 R.26(2) Similarly a firm which extends its permission or its right to provide particular payment services7so that its business then falls
FEES 4.3.11GRP
The appropriate regulator recognises that its responsibilities in respect of an incoming EEA firm,7 an incoming Treaty firm, an EEA authorised payment institution7 or an EEA authorised electronic money institution10 are reduced compared with a firm which is incorporated in the United Kingdom. Accordingly the periodic fees which would otherwise be applicable to incoming EEA firms,7incoming Treaty firms,10EEA authorised payment institutions7 and EEA authorised electronic money institutions10
FEES 4.3.12ARRP
10For:10(-1) (a) a full credit institution which is a fee-paying payment service provider and an EEA firm; or(b) a full credit institution which is a fee-paying electronic money issuer and an EEA firm; or(c) an EEA authorised payment institution; or(d) an EEA authorised electronic money institution;the calculation required by FEES 4.3.3A R is modified as follows:(1) the tariffs set out in Part 5 of FEES 4 Annex 11 are only applied to the payment services or electronic money issuance10of
COLL 4.3.6ARRP
(1) 3In the case of a UCITS scheme, the appointment of a new ACD of an ICVC under COLL 6.5.3 R (Appointment of an ACD) or the replacement of the authorised fund manager of an AUT or ACS5 who proposes to retire under COLL 6.5.8 R (Retirement of an authorised fund manager of an AUT or ACS)5 must, if in either case the new authorised fund manager is established in a different EEA State to the outgoing authorised fund manager, be treated as a significant change in accordance with
COLL 4.3.7GRP
(1) Changes may be significant depending in each case on their degree of materiality and effect on the scheme and its unitholders. Consequently the authorised fund manager will need to determine whether in each case a particular change is significant in nature or not.(2) For the purpose of COLL 4.3.6 R a significant change is likely to include:(a) a change in the method of price publication;(b) a change in any operational policy such as dilution policy or allocation of payments
COLL 4.3.10RRP
(1) 3In the case of a UCITS scheme, the appointment of a new authorised fund manager as a result of:(a) in the case of an ICVC, the termination of the appointment of the previous ACD under COLL 6.5.4 R (2) or COLL 6.5.4 R (3) (Termination of appointment of an ACD); or(b) in the case of an AUT or ACS5, the replacement of the authorised fund manager5 under COLL 6.5.7 R (2) (Replacement of an authorised fund manager of an AUT or ACS);555must, if the new authorised fund manager
SUP 14.3.1GRP
Where an incoming EEA firm passporting under the MiFID4, UCITS Directive,6Insurance Directives or AIFMD6 is exercising an EEA right and is providing cross border services into the United Kingdom, the EEA Passport Rights Regulations govern any changes to the details of those services. Where an incoming EEA firm has complied with the EEA Passport Rights Regulations, then the firm'spermission under Schedule 3 to the Act is to be treated as varied.2146666
SUP 14.3.8GRP
7Where an EEA AIFM is providing cross-border services to manage an AIF in the UK, it must not make a material change to:(1) the particulars of the programme of operations to be carried out in the UK, including the description of the particular EEA activities; or(2) the identity of the AIFs that the EEA AIFM intends to manage;unless it has complied with the relevant requirement in regulation 7A(3).
SUP 14.3.9GRP
7Where an EEA AIFM is providing cross-border services to market an AIF in the UK, it must not make a material change to:(1) the documents and information referred to in Annex IV to AIFMD; or(2) the statement that the EEA AIFM is authorised to manage AIFs with a particular management strategy; unless it has complied with the relevant requirement in regulation 7A(3).
BIPRU 8.4.9RRP
(1) A CAD Article 22 group means a UK consolidation group or non-EEA sub-group that meets the conditions in this rule.(2) There must be no bank, building society , credit institution or investment firm1 in the UK consolidation group or non-EEA sub-group .1(3) Each CAD investment firm in the UK consolidation group or non-EEA sub-group which is an EEA firm must use the definition of own funds given in the CRD implementation measure of its EEA State for Article 16 of the Capital
BIPRU 8.4.10GRP
GENPRU 2.2 (Capital resources) says that a BIPRU firm1 with an investment firm consolidation waiver should calculate its capital resources on a solo basis using GENPRU 2 Annex 6 (Capital resources table for a BIPRU firm with a waiver from consolidated supervision). GENPRU 2 Annex 6 requires a BIPRU firm1 to deduct contingent liabilities in favour of other members of the UK consolidation group or non-EEA sub-group. Therefore BIPRU 8.4.9R (5)(b) only imposes the requirement to deduct
BIPRU 8.4.18RRP
If a firm has an investment firm consolidation waiver, it must:(1) ensure that each CAD investment firm in the UK consolidation group or non-EEA sub-group which is a firm or an EEA firm has in place systems to monitor and control the sources of capital and funding of all the members in the UK consolidation group or non-EEA sub-group;(2) notify the FCA of any serious risk that could undermine the financial stability of the UK consolidation group or non-EEA sub-group, as soon as
SUP 18.4.2GRP
Friendly societies are encouraged to discuss a proposed transfer or amalgamation with the appropriate authority2, at an early stage to help ensure that a workable timetable is developed. This is particularly important where there are notification requirements for supervisory authorities in EEA States other than the United Kingdom, or for an amalgamation where additional procedures are required.2
SUP 18.4.9GRP
For an amalgamation the successor society, and for a transfer the transferee, may need to apply for permission, or to vary its permission, under Part 4A2 of the Act. The regulators2 will need sufficient time before a transfer is confirmed2 to consider whether any necessary permission or variation should be given. If the transferee is an EEA firm or a Swiss general insurance company, then confirmation will be needed from its Home State regulator that it meets the Home State's solvency
SUP 18.4.24GRP
For a directive friendly society, if the transfer or amalgamation includes policies where the state of the risk or the state of the commitment is an EEA State other than the United Kingdom, consultation with the Host State regulator is required and SUP 18.2.25 G to SUP 18.2.29 G apply (for an amalgamation they apply as if the business of the amalgamating societies is to be transferred to the successor society). Paragraph 6(1) of Schedule 15 to the Friendly Societies Act 1992 requires
SUP 18.4.25GRP
The criteria that the appropriate authority2 must use in determining whether to confirm a proposed amalgamation or transfer are set out in schedule 15 to the Friendly Societies Act 1992. These criteria include that:2(1) confirmation must not be given if the appropriate authority2 considers that:2(a) there is a substantial risk that the successor society or transferee will be unable lawfully to carry out the engagements to be transferred to it;(b) information material to the members'
COLL 6.3.1RRP
8(1) 8This section applies to an authorised fund manager, a depositary, an ICVC and any other director of an ICVC.(2) COLL 6.3.3A R to COLL 6.3.3D R (Accounting procedures):(a) apply to:(i) a UK UCITS management company providing collective portfolio management services for an EEA UCITS scheme from a branch in another EEA State or under the freedom to provide cross border services; and(ii) an EEA UCITS management company providing collective portfolio management services for a
COLL 6.3.3ARRP
(1) 8An authorised fund manager of a UCITS scheme or a UK UCITS management company of an EEA UCITS scheme must ensure the employment of the accounting policies and procedures referred to in SYSC 4.1.9 R (Accounting policies), so as to ensure the protection of unitholders.(2) Accounting for the scheme shall be carried out in such a way that all assets and liabilities of the scheme can be directly identified at all times.(3) If the scheme is an umbrella, separate accounts must be
COLL 6.3.3BRRP
8An authorised fund manager of a UCITS scheme or a UK UCITS management company of an EEA UCITS scheme must have accounting policies and procedures established, implemented and maintained, in accordance with the accounting rules of the UCITS Home State, so as to ensure that the calculation of the net asset value of each scheme it manages is accurately effected, on the basis of the accounting, and that subscription and redemption orders can be properly executed at that net asset
COLL 6.3.3DRRP
8An authorised fund manager of a UCITS scheme or a UK UCITS management company of an EEA UCITS scheme must establish appropriate procedures to ensure the proper and accurate valuation of the assets and liabilities of each scheme it manages.[Note: article 8(3) of the UCITS implementing Directive]
ICOBS 6.2.3RRP
(1) If the insurance undertaking is an EEAfirm, the firm must inform the customer, before any commitment is entered into, of the EEA State in which the head office or, where appropriate, the branch with which the contract is to be concluded, is situated.(2) Any documents issued to the customer must convey the information required by this rule.[Note: article 43(2) of the Third Non-Life Directive]
ICOBS 6.2.4RRP
The contract or any other document granting cover, together with the insurance proposal where it is binding upon the customer, must state the address of the head office, or, where appropriate, of the branch of the insurance undertaking which grants the cover.[Note: article 43(2) of the Third Non-Life Directive]
DISP 1.2.5AGRP
7DISP 1.2.5 G does not apply to a branch of a UK UCITS management company in another EEA State.
ICOBS 3.1.1RRP
1This section applies to a firm that carries on any distance marketing activity from an establishment in the United Kingdom, with or for a consumer in the United Kingdom or another EEA State.
ICOBS 3.1.19RRP
If a firm proposes to enter into a distance contract with a consumer that will be governed by the law of a country outside the EEA, the firm must ensure that the consumer will not lose the protection created by the rules in this section if the distance contract has a close link with the territory of one or more EEA States.[Note: articles 12 and 16 of the Distance Marketing Directive]