Related provisions for PERG 2.10.12

1 - 15 of 15 items.

PERG 2.10.13G01/04/2013

Such a person may carry on regulated activities if the conditions outlined below are met, that is the person:(1) is not affected by an order or direction made by the FCA under section 328 or 329 of the Act (Directions and orders in relation to the general prohibition) which has the effect of re-imposing the general prohibition in any particular case;(2) is, or is controlled by, a member of a profession;(3) does not receive any pecuniary reward or other advantage from the regulated

PERG 2.10.16G01/04/2013

A person carrying on regulated activities under the regime for members of the professions will be subject to rules made by the professional body designated by the Treasury. Such bodies are obliged to make rules governing the carrying on by their members of those regulated activities that they are able to carry on without authorisation under the Act. Where such a person is carrying on insurance mediation or reinsurance mediation, he must also be included on the register kept by

COND 2.5.6G01/04/2013

Examples of the kind of particular considerations to which the FCA may have regard when assessing whether a firm will satisfy, and continue to satisfy, this threshold condition include, but are not limited to, whether:1515(1) the firm has been open and co-operative in all its dealings with the FCA15and any other regulatory body (see Principle 11 (Relations with regulators)) and is ready, willing and organised to comply with the requirements and standards under the regulatory system

FEES 3.2.7R01/04/2014

Table of application, notification, vetting and other fees payable to the FCA32

31Part 1: Application, notification and vetting fees
31(1) Fee payer	(2) Fee payable	Due date
(a) Any applicant for Part 4A permission (including an incoming firm applying for top-up permission) whose fee is not payable pursuant to sub- paragraph (ga) of this table26	(1) Unless (2) applies, in1 respect of a particular application, the highest of the tariffs set out in FEES 3 Annex 1 part 11 which apply to that application. (2) In respect of a particular application which is: (i) a straightforward or moderately complex case for the purposes of FEES 3 Annex 1 part 1, and (ii) only involves a simple change of legal status as set out in FEES 3 Annex 1 part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 1 part 11 1	On or before the application is made
(aa) A person who makes an application under section 24A of the Consumer Credit Act 1974 which meets the conditions of article 31 (Applications for a standard licence where no determination made before 1 April 2014) of the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No 2) Order 2013 (the “relevant application”)30	As (a) above less any amount paid to the Office of Fair Trading in relation to the relevant application.	Within 30 days of the date of the invoice.
(b) Any Treaty firm that wishes to exercise a Treaty right to qualify for authorisation under Schedule 4 to the Act (Treaty rights) in respect of regulated activities for which it does not have an EEA right, except for a firm providing cross border services only4	(1) Where no certificate has been issued under paragraph 3(4) of Schedule 4 to the Act the fee payable is, in respect of a particular exercise, set out in FEES 3 Annex 1, part 4 (2) Where a certificate in (i) has been issued no fee is payable	On or before the notice of exercise is given
(c) Any applicant for a certificate under article 54 of the Regulated Activities Order	2,000	On or before the application is made
(d) Applicants for an authorisation order for, or recognition under section 272 of the Act 27 of, a collective investment scheme	FEES 3 Annex 2R, part 227 27	On or before the application is made
28(ea) (i) An AIFM (other than a UK AIFM or an EEA AIFM with a branch in the UK) notifying the FCA of its intention to market an AIF in the UK under regulation 57 of the AIFMD UK regulation (ii) An AIFM notifying the FCA of its intention to market an AIF in the UK under regulation 58 or 59 of the AIFMD UK regulation	FEES 3 Annex 2 R, part 4	On or before the date the notification is made
28(eb) An applicant for registration on the register of small registered UK AIFM which the FCA is required to maintain under regulation 10 of the AIFMD UK regulation	£750	On or before the date the application is made
(f) Any person seeking an order under section 326(1) of the Act to become a designated professional body.	10,000	30 days after the order is granted
(g) Any applicant for recognition as a UK recognised body:17 (i) under section 287 of the Act; or17 (ii) under regulation 2(1) of the RAP regulations 17 78	FEES 3 Annex 3, part 1	On or before the date the application is made26
26(ga) Any applicant for: (i) a Part 4A permission to carry out the regulated activity of administering a specified benchmark; or (ii) varying its Part 4A permission to carry out the regulated activity of administering a specified benchmark	FEES 3 Annex 3, part 1	On or before the date the application is made
(h) Any applicant for recognition as an ROIE 78 under section 287 or section 292 of the Act 78 78	FEES 3 Annex 3, part 2	On or before the date the application is made
(i) An applicant for listing (under the listing rules)	FEES 3 Annex 4, part 1	On or before the date the application is made
(j) Applicant for approval as sponsor (under the listing rules)	FEES 3 Annex 4, part 2	On or before the date the application is made
(k) Issuers of tranches from debt issuance programmes and securitised derivative tranches	FEES 3 Annex 4, part 1	An upfront fee is required per tranche for draw downs in the following 12 months
(l) Under the listing rules, an issuer involved in specific events or transactions during the year where documentation is subject to a transaction vetting	FEES 3 Annex 5, part 1, unless the transaction would come within the definition of significant transaction under category (v) or super transaction under category 7(q) in this table, in which case the fee payable under that category.2	On or before the date that relevant documentation is first submitted to the FCA
(m) Under the prospectus rules, an issuer or person requesting approval or vetting of the documents arising in relation to specific events or transactions that it might be involved in during the year	FEES 3 Annex 5, part 2, unless the transaction would come within the definition of significant transaction under category (v) or super transaction under category 7(q) in this table, in which case the fee payable under that category.2	On or before the date that relevant documentation is first submitted to the FCA
(n) Applicants to be added to the list of designated investment exchanges	50,000	On or before the date the application is made
2(o) In relation to a BIPRU firm, either:29 (i) a firm applying to the FCA 29 for permission to use one of the advanced prudential calculation approaches listed in FEES 3 Annex 6 R (or guidance on its availability), including any future proposed amendments to those approaches or (in the case of any application being made for such permission to the FCA 29 as EEA consolidated supervisor under the (transposing parts of the BCD and CAD, as applicable under article 95(2) of the EU CRR 29)) any firm making such an application ;5 or (ii) in the case of an application to 5a Home State regulator other than the FCA 29 5for the use of the Internal Ratings Based approach and the Home State regulator requesting the FCA's 29 assistance in accordance with the Capital Requirements Regulations 2006 (transposing parts of the BCD and CAD, as applicable under article 95(2) of the EU CRR 29), any firm to which the FCA 29 would have to apply any decision to permit the use of that approach.5 1 1 2 29 5 78 29 5 78 29 5 78 29 78 29 78 29	(1) Unless5 (2) applies, FEES 3 Annex 6.5 (2) (a) Unless5 (b) applies a1 firm submitting a second application for the permission or5 guidance described in column (1) within 12 months of the first application (where the fee was paid in accordance with (1)) must pay 50% of the fee applicable to it under FEES 3 Annex 6, but only in respect of that second application (b) No fee is payable by a firm in relation to a successful application for a permission5 based on a minded to grant decision in respect of the same matter following a complete application for guidance in accordance with prescribed submission requirements.1 (c) No fee is payable where the Home State regulator has requested the assistance described in paragraph (o)(ii) of column 1 except in the cases specified in 5FEES 3 Annex 6.2 5 2 5 1 2 5 5 5 78 5 78 5	Where the firm has made an application directly to the FCA 29, on or before the date the application is made, otherwise within 30 days after the FCA 29 notifies the firm that its EEA parent's Home State regulator has requested assistance.2 29 2 78 29 78 29 78
29(oa) Either: (i) a firm applying to the appropriate regulator for permission to use one of the internal approaches listed in FEES 3 Annex 6A (or guidance on its availability), including any future proposed amendments to those approaches or (in the case of any application being made for such permission to the appropriate regulator as consolidating supervisor under the EU CRR) any firm making such an application; or (ii) in the case of an application to the consolidating supervisor other than the appropriate regulator for the use of the IRB approach and the consolidating supervisor requesting the appropriate regulator's assistance in accordance with the EU CRR, any firm to which the appropriate regulator would have to apply any decision to permit the use of that approach.	(1) Unless (2) applies, FEES 3 Annex 6A. (2) (a) Unless (b) applies a firm submitting a second application for the permission or guidance described in column (1) within 12 months of the first application (where the fee was paid in accordance with (1)) must pay 50% of the fee applicable to it under FEES 3 Annex 6A, but only in respect of that second application. (b) No fee is payable by a firm in relation to a successful application for a permission based on a minded to grant decision in respect of the same matter following a complete application for guidance in accordance with prescribed submission requirements. (c) No fee is payable where the consolidating supervisor has requested the assistance described in paragraph (oa)(ii) of column 1. except in the cases specified in FEES 3 Annex 6A	Where the firm has made an application directly to the appropriate regulator, on or before the date the application is made, otherwise within 30 days after the appropriate regulator notifies the firm that its EEA parent's consolidating supervisor has requested assistance.
(p) A firm applying for a variation of its Part 4A permission whose fee is not payable pursuant to sub- paragraph (ga) of this table26	(1) Unless (2), (2A), (3), (3A), (3B) or 3(C) , or (3B) 30 applies, if the proposed new1 business of the firm would1 fall within one or more activity groups specified in Part 1 of FEES 4 Annex 1A or Part 1 of 78 not applicable before the application1, the fee is 50% of the highest of the tariffs set out in which apply to that application. (2) Subject to (2A) below, if the firm's application includes an application for a Part 4A permission to carry on a new credit-related regulated activity, the fee is 50% of the highest of the tariffs set out in FEES 3 Annex 1 that would be payable under (1) above or, if higher, 50% of the highest of the tariffs set out in FEES 3 Annex 1 that would be payable in relation to the new credit-related regulated activity 30 (2A) If an applicant which already has a Part 4A permission to carry on a credit-related regulated activity exclusively applies for a Part 4A permission to carry on a new credit-related regulated activity, that is specified in Part 3 of FEES 3 Annex 1 in the straightforward category (or if it exclusively applies for a number of such permissions), the fee is £25030 (3) If the firm is in the A.1 fee-block at the date of the application and the variation involves adding any of the regulated activities of meeting of repayment claims or managing dormant account funds (including the investment of such funds), the fee is 50% of the fee in FEES 3 Annex 1 R that applies to that application11 (3A) If the applicant had a limited permission prior to the application to vary its Part 4A permission, 100% of the highest of the tariffs set out in FEES 3 Annex 1 which apply to that application30 (3B) If the applicant has a limited permission and its application exclusively relates to another limited permission, the fee is 030 (4) 11 In all other cases, other than applications by credit unions, the fee payable is 250 for firms which are not, or are not seeking to become, a PRA-authorised person, and 125 for firms which are, or are seeking to become, a PRA-authorised person,78 unless the variation involves only the reduction (and no other increases) in the scope of a Part 4A permission in which case no fee is payable.1 30 1 78 78 1 30 30 23 11	On or before the date the application is made
30(pa) A person who makes an application under section 30(1) of the Consumer Credit Act 1974 which meets the conditions of article 33 (Variations at request of licensee where no determination made before 1 April 2014) of the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No 2) Order 2013 (the “relevant variation application”)	As (a) or 31(p) above, less any amount paid to the Office of Fair Trading in relation to the relevant variation application.	Within 30 days of the date of the invoice.
2(q) A super7transaction, being one where: (i) the issuer has a market capitalisation in excess of 1.5 billion and it is a new applicant for a premium listing 13 79 under the listing rules, or involved in a reverse or hostile takeover or a significant restructuring; or (ii) the issuer has a market capitalisation in excess of 5 billion and is involved in a class 1 transaction,7 a transaction requiring vetting of an equity prospectus or equivalent document or a transaction requiring vetting of a prospectus or listing particulars in relation to a Depositary Receipt.22 7 13 79 7 22 7	50,000	On or before the date that the relevant documentation is first submitted to the FCA.3 3 3
2(r) Providers of reporting or trade matching systems applying for recognition under MiFID as an Approved Reporting Mechanism.	100,0006 6	Having received its application, within 30 days after the FCA has notified the applicant that it is to commence testing of the applicants systems.6 5 6
5(s) In the case of an insurance business transfer scheme, a transferor. Note - for the purpose of this paragraph an insurance business transfer scheme consists of a single transferor and a single transferee. Where however such a scheme is part of a single larger scheme, that larger scheme is treated as a single insurance business transfer scheme. If an insurance business transfer scheme includes more than one transferor in accordance with this paragraph, the transferors are liable to pay the fee under column (2) jointly.	Either (1) or (2) as set out below: (1) In the case of an insurance business transfer scheme involving long term insurance business, 9,250 to the PRA and 9,250 to the FCA 77 ; or (2) in the case of an insurance business transfer scheme not involving long term insurance business, 5,000. to the PRA and 5,000 is payable to the FCA.77 77The amount payable to the PRA above is collected by the FCA as agent of the PRA. 77 77	On or before any application is made to the PRA for the appointment of a person as an independent expert.
6(t) A firm, a third party acting on a firm's behalf, an operator of a regulated market or an operator of an MTF applying to the FCA to report transaction reports directly to the FCA. 20	100,000	Having received its application, within 30 days after the FCA has notified the applicant that it is to commence testing of the applicants systems.
7(u) Any of the following: (i) an operator of an approved reporting mechanism; (ii) a firm; (iii) a third party acting on behalf of a firm; (iv) a market operator; or (v) an MTF operator; that satisfies the following conditions: (1) it provides transaction reports directly to the FCA; and (2) having made changes to its reporting systems, it asks the FCA to support the testing of the compatibility of its systems with the FCA's systems.	As set out in FEES 3 Annex 7.	Within 30 days of the date of the invoice.
(v) A significant transaction, being one where: (i) the issuer has a market capitalisation in excess of 500 million and is producing an equity prospectus or equivalent document, a prospectus or listing particulars 22 in relation to a Depository Receipt or a document in relation to a class 1 transaction; or (ii) the issuer is producing a document for vetting in relation to a reverse takeover, a hostile takeover or a significant restructuring. A significant transaction does not include a super transaction. 22	20,000	On or before the date that the relevant documentation is first submitted to the FCA.
(w) A listed issuer that requests or whose representative requests the FSA FCA to amend the Official List, or any records held by the FSA FCA in relation to the Official List, otherwise than pursuant to an application for listing.	FEES 3 Annex 4 part 3	On or before the date the request is made.
(x) (i) An issuer or person who: (1) is a fee payer under one or more of the categories set out in (ii); and (2) requests the FCA's approval or vetting of a document that includes a mineral expert's report. (ii) The categories are (1), (m) (q), and (v) of this table. (iii) A fee under this category is payable in addition to any fee payable under the categories set out in (ii).	5,000	On or before the date the relevant documentation is first submitted to the FCA.8
8(y) An applicant for authorisation as an authorised payment institution under regulation 5 of the Payment Services Regulations	The highest of the tariffs set out in FEES 3 Annex 8 which apply to that application. Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 8R	On or before the date the application is made.

(z) An application by a small payment institution for authorisation as an authorised payment institution because regulation 15 of the Payment Services Regulations applies	The highest of the tariffs set out in FEES 3 Annex 8R which apply to that application.	On or before the date the application is made.
(za) An applicant for registration as a small payment institution under regulation 12 of the Payment Services Regulations	FEES 3 Annex 8R, paragraph (1). Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 8R.	On or before the date the application is made.
(zb) An authorised payment institution applying to vary its authorisation under regulation 8 of the Payment Services Regulations.	(1) If the payment services carried on by the authorised payment institution prior to the variation only fall within paragraph (f) or (g) or (h) of Part 1 of Schedule 1 to the Payment Services Regulations and any of the payment services in paragraphs (a) to (e) of that Schedule will apply after variation, the fee is 50% of the highest of the tariffs set out in FEES 3 Annex 8R which apply to that application. (2) Where the authorised payment institution:(i) already has authorisation to provide payment services within any one or more of paragraphs (a) to (e) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to add one or more other services in (a) to (g); or (ii) has authorisation to provide payment services in either paragraph (f) or (g) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to extend its authorisation to include the other paragraph ((f) or (g)); the fee payable is 250 irrespective of the number of agents it has. (3) In cases where the variation involves only the reduction (and no increases) of the types of payment services to be carried on after the variation, no fee is payable.	On or before the date the application is made.
(zc) A small payment institution applying to vary its registration under regulation 12 of the Payment Services Regulations	(1) If the payment services carried on by the small payment institution prior to the variation only fall within paragraph (f) or (g) of Part 1 of Schedule 1 to the Payment Services Regulations and any of the payment services in paragraphs (a) to (e) of that Schedule will apply after variation, the fee is 50% of the highest of the tariffs set out in FEES 3 Annex 8Rwhich apply to that application. (2) Where the small payment institution: (i) is already registered to provide payment services within any one or more of paragraphs (a) to (e) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to add one or more other of the services in (a) to (g); or (ii) is registered to provide payment services in either paragraph (f) or (g) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to extend its registration to include the other paragraph ((f) or (g));the fee payable is 250 irrespective of the number of agents it has. (2) (3) In cases where the variation involves only the reduction (and no increases) of the types of payment services to be carried on after the variation, no fee is payable.	On or before the date the application is made.
A financial institution notifying the FSA FCA in accordance with regulation 121(2)(a) of the Payment Services Regulations.	50% of the highest of the tariffs set out in FEES 3Annex 8R, paragraphs (2) to (5) which apply to that application.	On or before the date the application is made.
(ze) Any person to which the Special Project Fee for restructuring applies under FEES 3 Annex 9.12 12	Special Project Fee for restructuring in accordance with FEES 3 Annex 9 .	30 days of the date of the invoice.9
(zf) [deleted]78 78	78	9 16 78
16(zg) An applicant for authorisation as an authorised electronic money institution under regulation 5 of the Electronic Money Regulations.	The amount set out in FEES 3 Annex 10 R. Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 10 R.	On or before the date the application is made.
16(zh) An applicant for registration as a small electronic money institution under regulation 12 of the Electronic Money Regulations.	The amount set out in FEES 3 Annex 10 R. Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 10 R.	On or before the date the application is made.
16(zi) An application by a small electronic money institution for authorisation as an authorised electronic money institution 14because regulation 16 of the Electronic Money Regulations applies.	The amount set out in FEES 3 Annex 10 R.	On or before the date the application is made.
16(zj) An authorised electronic money institution applying to vary its authorisation under regulation 8 of the Electronic Money Regulations.	The amount set out in FEES 3 Annex 10 R.	On or before the date the application is made.
16(zk) A small electronic money institution applying to vary its registration under regulation 12 of the Electronic Money Regulations.	The amount set out in FEES 3 Annex 10 R.	On or before the date the application is made.
15(zl) An applicant for recognition as an accredited body.	2,500	On or before the date the application is made.18
18(zm) An issuer applying for registration of a regulated covered bond.	(1) Unless (2) applies, 45,000. (2) In the case of a proposed covered bond or programme where the assets in the asset pool will consist primarily of UK residential mortgages, 25,000.	On or before the date the application is made.
18(zn) An issuer who proposes to make a material change to the contractual terms of a regulated covered bond under RCB 3.5.4 D.	6,500	On or before the date the notification under RCB 3.5.4 D is made.21
21(zo) In the case of persons in respect of which the FCA has given notice of its intention to take, or appoint a competent person to take, any steps under CONRED 2.5.12R, either: (i) a Firm (as defined in CONRED 2.1.1R(1); or (ii) a person falling within CONRED 2.1.2R(1).	An amount equal to: (1) a sum determined by the number of hours, or part of an hour, taken by the FCA in relation to work conducted in taking steps under recorded on the FCA's systems, multiplied by the rate in FEES 3 Annex 9 (11)R; or (2) any amount invoiced to the FCA by a competent person in relation to any work carried out by that competent person in connection with its appointment by the FCA under CONRED 2.5.12R.	Within 30 days of the date of the invoice.
78(zp) A person in respect of which the appropriate regulator has given notice of its intention to itself appoint a skilled person to provide it with a report pursuant to section 166(3)(b) of the Act and SUP 5.2.	Any amount invoiced to the appropriate regulator by a skilled person in relation to any work carried out by that skilled person in connection with its appointment by the appropriate regulator pursuant to section 166(3)(b) of the Act.	Within 30 days of the date of the invoice.
78(zq) A person in respect of which the appropriate regulator has given notice of its intention to itself appoint a skilled person to collect or update information pursuant to section 166A(2)(b) of the Act .	Any amount invoiced to the appropriate regulator by a skilled person in relation to any work carried out by that skilled person in connection with its appointment by the appropriate regulator pursuant to section 166A(2)(b) of the Act.	Within 30 days of the date of the invoice.33
33(zr) An applicant for approval as a primary information provider.	1,500	On or before the application for approval is made.
30(zs) Applicant for FCA permission for an agreement to be enforced under section 28A(3)(a) and/or money paid or property transferred under and agreement to be retained under 3128A(3)(b) of the Act	(1) If the application is for permission for an agreement to be enforced under section 28A(3)(a) of the Act and for permission for money paid or property transferred under an agreement to be retained under section 28A(3)(b) of the Act, the fee is 31£3,500 per type of agreement specified in the application.30 (2) If the application is for permission for an agreement to be enforced under section 28A(3)(a) of the Act only, the fee is £3,500 per type of agreement specified in the application.31 (3) If the application is for permission for money paid or property transferred under an agreement to be retained under section 28A(3)(b) of the Act only, the fee is £3,500 per type of agreement specified in the application.31 Where there are a number of agreements of the same type, only one fee is payable in respect of those agreements. A number of agreements are of the same type when those agreements are entered into on the same terms and conditions.	On or before the date the application is made.
32Part 2: Other fees
(1) Fee payer	(2) Fee payable	(3) Due date
(a) (i) An issuer which has not made public its annual financial report before the latest time specified in DTR 4.1.3 R. (ii) An issuer which has not made public its half-yearly financial report before the latest time specified in DTR 4.2.2 R (2).	(i) Where the issuer has not made public its annual financial report before the latest time specified in DTR 4.1.3 R, £250 in respect of that annual financial report. (ii) Where the issuer has not made public its half-yearly financial report before the latest time specified in DTR 4.2.2 R (2), £250 in respect of that half-yearly financial report.	Within 30 days of the date of the invoice.

[Note:Guidance on how a firm liable to pay a fee under both rows (s) and (ze) of this table for the same transaction should expect to be treated is set out in FEES 3 Annex 11 G.]19

FEES 4.4.9D01/04/2013

3To the extent that a firm4 has provided the information required by FEES 4.4.7 D to the FCA as part of its compliance with another provision of the Handbook, it is deemed to have complied with the provisions of that direction.444

SUP 10A.17.2G01/04/2013

If the firm or its advisers have further questions, they should contact the FCA's Contact Centre (see SUP 10A.12.6 G).

MAR 4.4.1R20/09/2001

This chapter is subject to the following exceptions:(1) this chapter does not require an authorised professional firm to contravene any rule or principle of, or requirement of a published guidance note relating to, professional conduct applying generally to members of the profession regulated by its designated professional body;(2) this chapter does not prevent an authorised professional firm from providing professional advice, that is, in accordance with section 327(8) of the

CASS 1.2.5R01/04/2013

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.

SYSC 1.4.2R01/04/2013

A contravention of a rule in SYSC 11 to 2SYSC 213 does not give rise to a right of action by a private person under section 138D of the Act (and each of those rules is specified under section 138D(3) of the Act as a provision giving rise to no such right of action). 344

LR App 1.1.116/05/2014

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

Act	The Financial Services and Markets Act 2000.
admission or admission to listing	admission of securities to the official list .
admission to trading	admission of securities to trading on an RIE's market for listed securities.
advertisement	(as defined in the PD Regulation) announcements:
	(a)	relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and
	(b)	aiming to specifically promote the potential subscription or acquisition of securities.
applicant	an issuer which is applying for admission of 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 there under; 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.
associate	(A)36 in relation to a director, substantial shareholder, or person exercising significant influence, who is an individual: 6
	(1)	that individual's spouse , civil partner 2or child (together "the individual's family");
	(2)	the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are related parties;
	(3)	any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able: (a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or (b) to appoint or remove directors 33 holding a majority of voting rights at board meetings on all, or substantially all, matters;29 33
	29(4)	any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual’s family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control: (a) a voting interest greater than 30% in the partnership; or (b) at least 30% of the partnership.
	For the purpose of paragraph (3), if more than one director of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those directors and their associates will be aggregated when determining whether that company is an associate of the director.
	(B)36 in relation to a substantial shareholder or person exercising significant influence, which is a company: 6
	(1)	any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;
	(2)	any company whose directors are accustomed to act in accordance with the substantial shareholder's or person exercising significant influence's directions or instructions;6 6 6
	(3)	any company in the capital of which the substantial shareholder or person exercising significant influence and any other companyunder paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (3)(a) or (b) above of this definition.6
	36(C) when used in the context of a controlling shareholder who is an individual:
	36(1)	that individual's spouse, civil partner or child (together "the individual's family");
	36(2)	the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are controlling shareholders);
	36(3)	any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able: (a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or (b) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters;
	36(4)	any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual's family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control: (a) a voting interest greater than 30% in the partnership; or (b) at least 30% of the partnership.
	36For the purpose of paragraph (3), if more than one controlling shareholder of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those controlling shareholders and their associates will be aggregated when determining whether that company is an associate of the controlling shareholder.
	36(D) when used in the context of a controlling shareholder which is a company:
	36(1)	any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;
	36(2)	any company whose directors are accustomed to act in accordance with the controlling shareholder's directions or instructions;
	36(3)	any company in the capital of which the controlling shareholder and any other company under paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (C)(3)(a) or (b) of this definition.
authorised person	(in accordance with section 31 of the Act (Authorised persons)) one of the following:
	(a)	a person who has a Part 4A permission to carry on one or more regulated activities;
	(b)	an incoming EEA firm;
	(c)	an incoming Treaty firm;
	(d)	a UCITS qualifier;
	(e)	an ICVC;
	(f)	the Society of Lloyd's.13
bank	(a)	a firm with a Part 4A permission which includes accepting deposits, and: (i) which is a credit institution; or (ii) whosePart 4A permission includes a requirement that it comply with 4the rules in GENPRU and BIPRU relating to banks 4; but which is not a building society, a friendly society or a credit union;
	(b)	an EEA bank which is a full credit institution.
base prospectus	a base prospectus referred to in PR 2.2.7 R29
29body 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.
book value of property	(in relation to a property company) the value of a property (which is not classified as a net current asset) before the deduction of mortgages or borrowings as shown in the company's latest annual report and accounts.
29break fee arrangement	an arrangement falling within the description in LR 10.2.6A R.
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.
business day	(1)	(in relation to anything done or to be done in (including to be submitted to a place in) any part of the United Kingdom), any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in that part of the United Kingdom;
	(2)	(in relation to anything done or to be done by reference to a market outside the United Kingdom) any day on which that market is normally open for business.
Buy-back and Stabilisation Regulation	Commission Regulation (EC) of 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003).
CARD	Consolidated Admissions and Reporting Directive.
certificate representing certain securities	the investment specified in article 80 of the Regulated Activities Order (Certificates representing certain securities), which is in summary: a certificate or other instrument which confers contractual or property rights (other than rights consisting of options):
	(a)	in respect of any share, debenture, alternative debenture,19 government and public security or warrant held by a person other than the person on whom the rights are conferred by the certificate or instrument; and 19
	(b)	the transfer of which may be effected without requiring the consent of that person;
	but excluding any certificate or other instrument which confers rights in respect of two or more investments issued by different persons or in respect of two or more different government and public securities issued by the same person.
certificate representing debt securities	a certificate representing certain securities where the certificate or other instrument confers rights in respect of debentures, alternative debentures,19 or government and public securities.
certificate representing equity securities	a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity securities.
certificate representing shares	a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity shares.30
charge	(in relation to securitised derivatives) means any payment identified under the terms and conditions of the securitised derivatives.
Chinese wall	an arrangement that requires information held by a person in the course of carrying on one part of its business to be withheld from, or not to be used for, persons with or for whom it acts in the course of carrying on another part of its business.
circular	any document issued to holders of listed securities including notices of meetings but excluding prospectuses, listing particulars, annual reports and accounts, interim reports, proxy cards and dividend or interest vouchers.
class	securities the rights attaching to which are or will be identical and which form a single issue or issues.
class 1 acquisition	a class 1 transaction that involves an acquisition by the relevant listed company or its subsidiary undertaking.
class 1 circular	a circular relating to a class 1 transaction.
class 1 disposal	a class 1 transaction that consists of a disposal by the relevant listed company or its subsidiary undertaking.
class 1 transaction	a transaction classified as a class 1 transaction under LR 10.
class 2 transaction	a transaction classified as a class 2 transaction under LR 10 .29
class tests	the tests set out in LR 10 Annex 1(and for certain specialist companies, those tests as modified or added to by LR 10.7), which are used to determine how a transaction is to be classified for the purposes of the listing rules.
closed-ended	(in relation to investment entities) an investment company which is not an open-ended investment company.
5closed-ended investment fund	an entity:
	(a)	which is an undertaking with limited liability, including a company, limited partnership, or limited liability partnership; and
	(b)	whose primary object is investing and managing its assets (including pooled funds contributed by holders of its listed securities):
		(i) in property of any description; and
		(ii) with a view to spreading investment risk.
close period	as defined in paragraph 1(a) of the Model Code.
COBS9	the Conduct of Business sourcebook, from 1 November 20079.
3Combined Code	in relation to an issuerthe Combined Code on Corporate Governance published in June 2008 by the Financial Reporting Council.18 18
company	any body corporate.
competent authority	(in relation to the functions referred to in Part VI of the Act):
	(a)	the authority designated under Schedule 8 to the Act (transfer of functions under Part VI (Official listing)) as responsible for performing those functions under the Act; for the time being the FCA in its capacity as such; or
	(b)	an authority exercising functions corresponding to those functions under the laws of another EEA State.
connected client	in relation to a sponsor or securities house, any client of the sponsor or securities house who is:
	(a)	a partner, director, employee or controller (as defined in section 422 of the Act) of the sponsor or securities house or of an undertaking described in paragraph (d);
	(b)	the spouse , civil partner 2or child of any individual described in paragraph (a);
	(c)	a person in his capacity as trustee of a private trust (other than a pension scheme or an employees' share scheme) the beneficiaries of which include any person described in paragraph (a) or (b); or
	(d)	an undertaking which in relation to the sponsor or securities house is a group undertaking.
connected person	as defined in section 96B(2) of the Act.
Consolidated Admissions and Reporting Directive	Directive 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 (No 2001/34/EC).
constitution	memorandum and articles of association or equivalent constitutional document.
contingent liability investment	a derivative under the terms of which the client will or may be liable to make further payments (other than charges, and whether or not secured by margin) when the transaction falls to be completed or upon the earlier closing out of his position.
contract of significance	a contract which represents in amount or value (or annual amount or value) a sum equal to 1% or more, calculated on a group basis where relevant, of:
	(1)	in the case of a capital transaction or a transaction of which the principal purpose or effect is the granting of credit, the aggregate of the group's share capital and reserves; or
	(2)	in other cases, the total annual purchases, sales, payments or receipts, as the case may be, of the group.
36controlling shareholder	as defined in LR 6.1.2A R.
convertible securities	a security which is:
	(1)	convertible into, or exchangeable for, other securities; or
	(2)	accompanied by a warrant 33 or option 33 to subscribe for or purchase other securities. 33 33
deal	a dealing transaction;
dealing	(in accordance with paragraph 2 of Schedule 2 to the Act (Regulated activities)) buying, selling, subscribing for or underwriting investments or offering or agreeing to do so, either as principal or as agent, including, in the case of an investment which is a contract of insurance, carrying out the contract.
debt security	debentures, alternative debentures,19 debenture stock, loan stock, bonds, certificates of deposit or any other instrument creating or acknowledging indebtedness.7
6deferred bonus	any arrangement pursuant to the terms of which an employee or director may receive a bonus (including cash or any security) in respect of service and/or performance in a period not exceeding the length of the relevant financial year notwithstanding that the bonus may, subject only to the person remaining a director or employee of the group, be receivable by the person after the end of the period to which the award relates.
6defined benefit scheme	in relation to a director, means a pension scheme which is not a money purchase scheme.
depositary	a person that issues certificates representing certain securities that have been admitted to listing 33 or are the subject of an application for admission to listing. 33
7 DEPP	the Decision Procedure and Penalties manual
designated professional body	a professional body designated by the Treasury under section 326 of the Act (Designation of professional bodies) for the purposes of Part XX of the Act (Provision of Financial Services by Members of the Professions); as at 21 June 2001 the following professional bodies have been designated in the Financial Services and Markets Act 2000 (Designated Professional Bodies) Order 2001 (SI 2001/1226): (a) The Law Society (England and Wales); (b) The Law Society of Scotland; (c) The Law Society of Northern Ireland; (d) The Institute of Chartered Accountants in England and Wales; (e) The Institute of Chartered Accountants of Scotland; (f) The Institute of Chartered Accountants in Ireland; (g) The Association of Chartered Certified Accountants; (h) The Institute of Actuaries.
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.
disclosure rules16 16	(in accordance with sections 73A(1) and 1673A(3) of the Act) rules relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made. 16
document	any piece of recorded information, including (in accordance with section 417(1) of the Act (Interpretation)) information recorded in any form; in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form.
document viewing facility	a location identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility.
DTR	the Disclosure Rules and Transparency Rules39 sourcebook containing the disclosure rules, transparency rules,39 corporate governance rules and the rules relating to primary information providers.16 39 16 39
39E-Commerce Directive	the Council Directive of 8 June 2002 on legal aspects of information society services, in particular electronic commerce, in the Internal Market (No 2000/31/EC).
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.
7 EG	the Enforcement Guide
employee	an individual:
	(a)	who is employed or appointed by a person in connection with that person's business, whether under a contract of service or for services or otherwise; or
	(b)	whose services, under an arrangement between that person and a third party, are placed at the disposal and under the control of that person;
	but excluding an appointed representative or, where applicable, a tied agent 9 of that person.
employees' share scheme	has the same meaning as in section 116615 of the Companies Act 200615.7 6 6 8 6 6 8
equity security	equity shares and securities convertible into equity shares.
equity share20	shares comprised in a company's equity 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.
6equivalent document	a document containing information equivalent to a prospectus for the purposes of PR 1.2.2R (2) or (3) or PR 1.2.3R (3) or (4).
30ESMA 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).
exercise notice	(in relation to securitised derivatives), a document that notifies the issuer of a holder's intention to exercise its rights under the securitised derivative.
exercise price	(in relation to securitised derivatives), the price stipulated by the issuer at which the holder can buy or sell the underlying instrument from or to the issuer.
exercise time	(in relation to securitised derivatives), the time stipulated by the issuer by which the holder must exercise their rights.
expiration date	(in relation to securitised derivatives), the date stipulated by the issuer on which the holder's rights in respect of the securitised derivative ends.
27external management company	has the meaning in PR 5.5.3A R (i.e., in relation to an issuer that is a company which is not a collective investment undertaking, a person who is appointed by the issuer (whether under a contract of service, a contract for services or any other commercial arrangement) to perform functions that would ordinarily be performed by officers of the issuer and to make recommendations in relation to strategic matters).
extraction	(in relation to mineral companies), includes mining, quarrying or similar activities and the reworking of mine tailings or waste dumps.
FCA	the Financial Conduct Authority.
final terms	the document containing the final terms of each issue which is intended to be listed.
financial information table	financial information presented in a tabular form that covers the reporting period set out in LR 13.5.13 R in relation to the entities set out in LR 13.5.14 R, and to the extent relevant LR 13.5.17A R30. 30
group	(1)	except in LR 6.1.4A G, 36LR 6.1.19 R ,LR 6.1.20B G, 36LR 8.7.8R (10),LR 14.2.2 R, LR 14.2.3A G, LR 18.2.8 R and LR 18.2.9A G36, 6an issuer and its subsidiary undertakings (if any); and 12 36
	(2)	in LR 6.1.4A G, 36LR 6.1.19 R, ,LR 6.1.20B G, 36LR 8.7.8R (10), 6LR 14.2.2 R, LR 14.2.3A G, LR 18.2.8 R and LR 18.2.9A G36as defined in section 421 of the Act. 12 36
guarantee	(in relation to securitised derivatives), either:
	(1)	a guarantee given in accordance with LR 19.2.2 R (3)(if any); or
	(2)	any other guarantee of the issue of securitised derivatives.
guidance	guidance given by the FCA under the Act.
Handbook	the FCA's Handbook of rules and guidance.28
28holding company	(as defined in section 1159(1) of the Companies Act 2006 (Meaning of "subsidiary" etc) (in relation to another body corporate ("S")) a body corporate which:
	(a)	holds a majority of the voting rights in S; or
	(b)	is a member of S and has the right to appoint or remove a majority of its board of directors; or
	(c)	is a member of S and controls alone, under an agreement with other shareholders and members, a majority of the voting rights in S.
Home Member State or Home 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 Member State or Host State	(as defined in Article 2.1(n) of the prospectus directive) the State where an offer to the public is made or admission to trading is sought, when different from the home Member State.
IAS	International Accounting Standards.39
36independent director	a director whom a new applicant or listed company has determined to be independent under the UK Corporate Governance Code.
36independent shareholder	any person entitled to vote on the election of directors of a listed company that is not a controlling shareholder of the listed company.
39information society service	an information society service, as defined by article 2(a) of the E-Commerce Directive and article 1(2) of the Technical Standards and Regulations Directive (98/34/EC), which is in summary any service normally provided for remuneration, at a distance, by means of electronic equipment for the processing (including the digital compression) and storage of data at the individual request of a service recipient.
inside information	as defined in section 118C of the Act.
insider list	a list of persons with access to inside information as required by DTR 2.8.1 R.
intermediaries offer	a marketing of securities already or not yet in issue, by means of an offer by, or on behalf of, the issuer to intermediaries for them to allocate to their own clients.
International Accounting Standards	international accounting standards within the meaning of EC Regulation No 1606/2002 of the European Parliament and of the Council of 19 July 2002 as adopted from time to time by the European Commission in accordance with that Regulation.
in the money	(in relation to securitised derivatives):
	(a)	where the holder has the right to buy the underlying instrument or instruments from the issuer, when the settlement price is greater than the exercise price; or
	(b)	where the holder has the right to sell the underlying instrument or instruments to the issuer, when the exercise price is greater than the settlement price.5
10investment entity	an entity whose primary object is investing and managing its assets with a view to spreading or otherwise managing investment risk.
investment manager	a person who, on behalf of a client, manages investments and is not a wholly-owned subsidiary of the client.5 5
investment trust	a company listed in the United Kingdom or another EEA State which:
	(a)	is approved by the Commissioners for HM Revenue and Customs33 under section 842 of the Income and Corporation Taxes Act 1988 (or, in the case of a newly formed company, has declared its intention to conduct its affairs so as to obtain such approval); or 33
	(b)	is resident in an EEA State other than the United Kingdom and would qualify for such approval if resident in the United Kingdom.
issuer	any company or other legal person or undertaking (including a public sector issuer), any class of whose securities has been admitted to listing 33 or is the subject of an application for admission to listing 33. 33 33
29limited 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.
list of sponsors	the list of sponsors maintained by theFCA in accordance with section 88(3)(a) of the Act.
listed	admitted to the official list maintained by the FCA in accordance with section 74 of the Act.
listed company	a company that has any class of its securities listed.
listing particulars	(in accordance with section 79(2) of the Act), a document in such form and containing such information as may be specified in listing rules.
listing rules	(in accordance with sections 73A(1) and 1673A(2) of the Act) rules 16relating to admission to the official list. 16 16
London Stock Exchange	London Stock Exchange Plc.
long-term incentive scheme	any arrangement (other than a retirement benefit plan, a deferred bonus or any other arrangement that is an element of an executive director's remuneration package) which may involve the receipt of any asset (including cash or any security) by a director or employee of the group:
	(1)	which includes one or more conditions in respect of service and/or performance to be satisfied over more than one financial year; and
	(2)	pursuant to which the group may incur (other than in relation to the establishment and administration of the arrangement) either cost or a liability, whether actual or contingent.
LR	the sourcebook containing the listing rules.29
MAD	Market Abuse Directive.
major subsidiary undertaking	a subsidiary undertaking that represents 25% or more of the aggregate of the gross assets or profits (after deducting all charges except taxation) of the group.
Market Abuse Directive	Directive of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (No 2003/6/EC).
member	(in relation to a profession) a person who is entitled to practise that profession and, in practising it, is subject to the rules of the relevant designated professional body, whether or not he is a member of that body.
mineral company	a company or group, whose principal activity is, or is planned to be, the extraction of mineral resources (which may or may not include exploration for mineral resources).
mineral expert's report	a competent person's36 report prepared in accordance with paragraph 133 of36 the ESMA recommendations 30 CESR recommendations 30
mineral resources	include metallic and non-metallic ores, mineral concentrates, industrial minerals, construction aggregates, mineral oils, natural gases, hydrocarbons and solid fuels including coal.
miscellaneous securities20	securities which are not:
	(a)	shares; or
	(b)	debt securities; or
	(c)	asset backed securities; or
	(d)	certificates representing debt securities; or
	(e)	convertible securities which convert to debt securities; or
	(f)	convertible securities which convert to equity securities; or
	(g)	convertible securities which are exchangeable for securities of another company; or
	(h)	certificates representing certain securities; or
	(i)	securitised derivatives.
Model Code	the Model Code on directors' dealings in securities set out in LR 9 Annex 1.
30modified report 30	an accountant's or 30auditor's report:
	(a)	in which the opinion is modified; or30 30
	(b)	which contains an emphasis-of-matter paragraph.30 30
6money purchase scheme	in relation to a director, means a pension scheme under which all of the benefits that may become payable to or in respect of the director are money purchase benefits.
net annual rent	(in relation to a property) the current income or income estimated by the valuer:
	(1)	ignoring any special receipts or deductions arising from the property;
	(2)	excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and
	(3)	after making deductions for superior rents (but not for amortisation) and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent.
new applicant	an applicant that does not have any class of its securities already listed.
non-EEA State	a country or state that is not an EEA State.
OECD state guaranteed issuer	an issuer of debt securities whose obligations in relation to those securities33 have been guaranteed by a member state of the OECD. 33
offer	an offer of transferable securities to the public.
offer for sale	an invitation to the public by, or on behalf of, a third party to purchase securities of the issuer already in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).
offer for subscription	an invitation to the public by, or on behalf of, an issuer to subscribe for securities of the issuer not yet in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).
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.
offeror	(a)	in LR 5.2.10 R to LR 5.2.11D R36, an offeror as defined in the Takeover Code; and
	(b)	elsewhere in LR, a person 36who makes an offer of transferable securities to the public. 36
official list	the list maintained by the FCA in accordance with section 74(1) of the Act for the purposes of Part VI of the Act.
open-ended investment company33 33	as defined in section 236 of the Act (Open-ended investment companies).
open offer	an invitation to existing securities holders to subscribe or purchase securities in proportion to their holdings, which is not made by means of a renounceable letter (or other negotiable document).31
31operational objectives	as defined in section 1B(3) of the Act.
option	the investment, specified in article 83 of the Regulated Activities Order (Options), which is an option to acquire or dispose of: (a) a designated investment (other than an option); or (b) currency of the United Kingdom or of any other country or territory; or (c) palladium, platinum, gold or silver; or (d) an option to acquire or dispose of an option specified in (a), (b) or (c).
overseas	outside the United Kingdom.
overseas company	a company incorporated outside the United Kingdom.
overseas investment exchange	an investment exchange which has neither its head office nor its registered office in the United Kingdom.
parent undertaking	as defined in section 116215 of the Companies Act 200615. 6 6 8 6 6 8
Part 6 rules	(in accordance with section 73A(1) of the Act) rules made for the purposes of Part 6 of the Act.
PD	prospectus directive.
PD Regulation	Regulation number 809/2004 of the European Commission
percentage ratio	(in relation to a transaction) the figure, expressed as a percentage, that results from applying a calculation under a class test 22 to the transaction. 22
person	(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporate (that is, a natural person, a legal person and, for example, a partnership).
person discharging managerial responsibilities	as defined in section 96B(1) of the Act.
person exercising significant influence	in relation to a listed company, a person or entity which exercises significant influence over that listed company. 6
placing	a marketing of securities already in issue but not listed or not yet in issue, to specified persons or clients of the sponsor or any securities house assisting in the placing, which does not involve an offer to the public or to existing holders of the issuer's securities generally.
PR	the sourcebook containing the Prospectus Rules.
preference share	a share conferring preference as to income or return of capital which does not form part of the equity share capital of a company. 20
16premium listing	(a)	in relation to equity shares 20 (other those of a closed-ended investment fund or of an open-ended investment company), means a listing where the issuer is required to comply with those requirements in LR 6 (Additional requirements for premium listing (commercial company)) and the20 other requirements in the listing rules that are expressed to apply to such securities with a premium listing;
	(b)	in relation to equity shares 20 of a closed-ended investment fund, means a listing where the issuer is required to comply with the requirements in LR 15 (Closed-Ended Investment Funds: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing;
	(c)	in relation to equity shares 20 of an open-ended investment company, means a listing where the issuer is required to comply with LR 16 (Open-ended investment companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing.
premium listing (commercial company)	a premium listing of equity shares 21 (other than those of a closed-ended investment fund or of an open-ended investment company). 21
premium listing (investment company)	a premium listing of equity shares 21 of a closed-ended investment fund or of an open-ended investment company.39 21
39primary information provider	a person approved by the FCA under section 89P of the Act.
probable reserves	(1)	in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which are not yet proven but which, on the available evidence and taking into account technical and economic factors, have a better than 50% chance of being produced; and
	(2)	in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured and/or indicated mineral resources, which are not yet proven but of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination and under specified economic conditions.
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.
prohibited period	as defined by paragraph 1(e) of33the Model Code. 33
property	freehold, heritable or leasehold property.
property company	a company primarily engaged in property 33 activities including: 33
	(1)	the holding of properties (directly or indirectly) for letting and retention as investments;
	(2)	the development of properties for letting and retention as investments;
	(3)	the purchase and development of properties for subsequent sale; or
	(4)	the purchase of land for development properties for retention as investments.5
property valuation report	a property valuation report prepared by an independent expert in accordance with:6 6
	(1)	for an issuer incorporated in the United Kingdom, the Channel Islands or the Isle of Man, the Appraisal and Valuation Standards (5th edition) issued by the Royal Institution of Chartered Surveyors; or6
	(2)	for an issuer incorporated in any other place, either the standards referred to in paragraph (1) of this definition or the International Valuation Standards (7th edition) issued by the International Valuation Standards Committee.6
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.33 33
proven reserves	(1)	in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which, on the available evidence and taking into account technical and economic factors, have a better than 90% chance of being produced; and
	(2)	in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured mineral resources of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination, and under specified economic conditions.
public international body	the African Development bank, the Asian Development Bank, the Caribbean Development Bank, the Council of Europe Development Bank6, the European Atomic Energy Community, the European Bank for Reconstruction and Development, the European Company for the Financing of Railroad Stock, the EU,17 the European Investment Bank, the Inter-American Development bank, the International Bank for Reconstruction and Development, the International Finance Corporation, the International Monetary Fund, the Nordic Investment bank. 6 17 17
public sector issuer	states and their regional and local authorities, state monopolies, state finance organisations, public international bodies, statutory bodies and OECD state guaranteed issuers.
recognised scheme	a scheme recognised under:
	(a)	section 264 of the Act (Schemes constituted in other EEA States); or
	(b)	[deleted]35 35
	(c)	section 272 of the Act (Individually recognised overseas schemes).
registration document	a registration document referred to in PR 2.2.2 R.
Regulated Activities Order	the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544).9
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 -33 in the system and in accordance with its non-discretionary rules -33in 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.9 [Note: article 4(1)(14) of MiFID]33
regulatory information service or RIS	(a) a primary information provider; or (b) an incoming information society service that has its establishment in an EEA State other than the United Kingdom and that disseminates regulated information in accordance with the minimum standards set out in article 12 of the TD implementing Directive ; or (c) a person to whom DTR TP1.22 applies, for as long as DTR TP 1.22 remains in force. 39 39
related party	as defined in LR 11.1.4 R.
related party circular	a circular relating to a related party transaction.
related party transaction	as defined in LR 11.1.5 R.
retail securitised derivative	a securitised derivative which is not a specialist securitised derivative; in this definition, a "specialist securitised derivative" is a securitised derivative which, in accordance with the listing rules, is required to be admitted to listing with a clear statement on any disclosure document that the issue is intended for a purchase by only investors who are particularly knowledgeable in investment matters.
reverse takeover	a transaction classified as a reverse takeover under LR 5.6.28 28
RIE	recognised investment exchange.
rights issue	an offer to existing security holders to subscribe or purchase further securities in proportion to their holdings made by means of the issue of a renounceable letter (or other negotiable document) which may be traded (as “nil paid” rights) for a period before payment for the securities is due.
rule	(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FCA under the Act, including: (a) a Principle; and (b) an evidential provision.
schedule33 33	(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.
scientific research based company	a company primarily involved in the laboratory research and development of chemical or biological products or processes or any other similar innovative science based company.
securities note	a securities note referred to in PR 2.2.2 R.
securitised derivative	an option or contract for differences which, in either case, is listed under LR 19 (including such an option or contract for differences 33 which is also a debenture). 33
security	(in accordance with section 102A of the Act) anything which has been, or may be admitted to the official list.
settlement price	(in relation to securitised derivatives), the reference price or prices of the underlying instrument or instruments stipulated by the issuer for the purposes of calculating its obligations to the holder.
shadow director	as in sub-paragraph (b) of the definition of director in section 417(1) of the Act.
share	(in accordance with section 540(1)15 of the Companies Act 200615) a share in the share capital of a company, and includes: 6 6 8 15 6 6 8 15
	(a)	stock (except where a distinction between shares and stock is express or implied); and
	(b)	preference shares.
specialist investor	an investor who is particularly knowledgeable in investment matters.
specialist securities	securities which, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.
specialist securitised derivative	a securitised derivative which because of its nature is normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.
specified investment	any of the following investments specified in Part III of the Regulated Activities Order (Specified Investments):
	(a)	deposit (article 74);
	(aa)	electronic money (article 74A);
	(b)	contract of insurance (article 75); for the purposes of the permission regime, this is sub-divided into: (i) general insurance contract; (ii) long-term insurance contract;
		and then further sub-divided into classes of contract of insurance;
	(c)	share (article 76);
	(d)	debenture (article 77);19
	(da)	alternative debenture (article 77A);19
	(e)	government and public security (article 78);
	(f)	warrant (article 79);
	(g)	certificate representing certain securities (article 80);
	(h)	unit (article 81);
	(i)	stakeholder pension scheme (article 82);24
	24(ia)	emissions auction product (article 82A);
	(j)	option (article 83); for the purposes of the permission regime, this is sub-divided into: (i) option (excluding a commodity option and an option on a commodity future); (ii) commodity option and an option on a commodity future;
	(k)	future (article 84); for the purposes of the permission regime, this is sub-divided into: (i) future (excluding a commodity future and a rolling spot forex contract); (ii) commodity future; (iii) rolling spot forex contract;
	(l)	contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into: (i) contract for differences (excluding a spread bet and a rolling spot forex contract); (ii) spread bet; (iii) rolling spot forex contract;
	(m)	underwriting capacity of a Lloyd's syndicate (article 86(1));
	(n)	membership of a Lloyd's syndicate (article 86(2));
	(o)	funeral plan contract (article 87);
	(oa)	regulated mortgage contract (article 61(3);
23	(ob)	home reversion plan (article 63B(3));
23	(oc)	home purchase plan (article 63F(3));
23	(od)	regulated sale and rent back agreement (article 63J(3));
	(p)	rights to or interests in investments (article 89).
sponsor	a person approved, under section 88 of the Act by the FCA, as a sponsor.
12sponsor service	a service relating to a matter referred to in LR 8.2 that a sponsor provides or is requested or appointed to provide including32 preparatory work that a sponsor may undertake before a decision is taken as to whether or not it will act as sponsor for a listed 32 company or applicant 33 or in relation to a particular transaction, and including all the sponsor's communications with the FCA 33 in connection with the service32. But nothing in this definition is to be taken as requiring a sponsor when requested32 to agree to act as a sponsor for a company or in relation to a transaction. 32 32 33
standard listing	in relation to securities, means a listing that is not a premium listing.
20 standard listing (shares)	a standard listing of shares other than preference shares that are specialist securities.
state finance organisation	a legal person other than a company:
	(1)	which is a national of an EEA State;
	(2)	which is set up by or pursuant to a special law;
	(3)	whose activities are governed by that law and consist solely of raising funds under state control through the issue of debt securities;
	(4)	which is financed by means of the resources they have raised and resources provided by the EEA State; and
	(5)	the debt securities issued by it are considered by the law of the relevant EEA State as securities issued or guaranteed by that state.
state monopoly	a company or other legal person which is a national of an EEA State and which:
	(1)	in carrying on its business benefits from a monopoly right granted by an EEA state; and
	(2)	is set up by or pursuant to a special law or whose borrowings are unconditionally and irrevocably guaranteed by an EEA state or one of the federated states of an EEA state.
subsidiary undertaking	as defined in section 116215 of the Companies Act 200615. 6 6 8 15 6 6 8 15
substantial shareholder	as defined in LR 11.1.4A R.25 6 6 25
summary	(in relation to a prospectus) the summary included in the prospectus.
SUP	the Supervision manual.
supplementary listing particulars	(in accordance with section 81(1) of the Act), supplementary listing particulars containing details of the change or new matter.
supplementary prospectus	a supplementary prospectus containing details of a new factor, mistake or inaccuracy.
Takeover Code	the City Code on Takeovers and Mergers issued by the Takeover Panel.
target	the subject of a class 1 transaction or reverse takeover 28.
tender offer	an offer by a company to purchase all or some of a class of its listed equity securities at a maximum or fixed price (that may be established by means of a formula) that is: 20
	(1)	communicated to all holders of that class by means of a circular or advertisement in two national newspapers;
	(2)	open to all holders of that class on the same terms for at least 7 days; and
	(3)	open for acceptance by all holders of that class pro rata to their existing holdings.25
25trading day	a day included in the calendar of trading days published by the FCA at www.fca.org.uk.33 33
14trading plan	a written plan between a restricted person and an independent third party which sets out a strategy for the acquisition and/or disposal of securities by a specified person and: (a) specifies the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in; or (b) gives discretion to that independent third party to make trading decisions about the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in; or (c) includes a written formula or algorithm, or computer program, for determining the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in.
transferable security	(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFID 9, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months. 9
26transparency rules	in accordance with sections 73A(1) and 89A of the Act, rules relating to the notification and dissemination of information in respect of issuers of transferable securities and relating to major shareholdings.
treasury shares	shares which meet the conditions set out in paragraphs (a) and (b) of subsection 724(5) of the Companies Act 2006.15 6 6 8 6 6 8 15
trust deed	a trust deed or equivalent document securing or constituting debt securities.
UK	United Kingdom.
18 UK Corporate Governance Code	in relation to an issuer, the UK Corporate Governance Code published in May 2010 by the Financial Reporting Council.
underlying instrument	(in relation to securitised derivatives) means either:
	(1)	if the securitised derivative is an option or debt security with the characteristics of an option, any of the underlying investments listed in article 83 of the Regulated Activities Order; or
	(2)	if the securitised derivative is a contract for differences or debt security with the characteristics of a contract for differences, any factor by reference to which a profit or loss under article 85 of the Regulated Activities Order can be calculated.
unrecognised scheme	a collective investment scheme which is neither a recognised scheme nor a scheme that is constituted as an authorised unit trust scheme or an authorised contractual scheme.34
vendor consideration placing	a marketing, by or on behalf of vendors, of securities that have been allotted as consideration for an acquisition.
venture capital trust	a company which is, or which is seeking to become, approved as a venture capital trust under section 842AA of the Income and Corporation Taxes Act 1988.
warrant	the investment, specified in article 79 of the Regulated Activities Order (Instruments giving entitlements to investments), which is in summary: a warrant or other instrument entitling the holder to subscribe for a share, debenture, alternative debenture 19 or government and public security.

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Table of application, notification, vetting and other fees payable to the FCA32