Related provisions for CONC 11.2.4

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To access the FCA Handbook Archive choose a date between 1 January 2001 and 31 December 2004 (From field only).

SUP 10A.1.18RRP
The descriptions of FCA significant-influence functions, other than the FCA required functions, and, if the firm is a MiFID investment firm, the FCA governing functions do not extend to activities carried on by a firm whose principal purpose is to carry on activities other than regulated activities and which is:(1) an oil market participant; or(2) a service company; or(3) an energy market participant; or(4) a wholly owned subsidiary of:(a) a local authority; or(b) a registered
COBS 2.2.-1RRP
(1) 1This section applies in relation to MiFID or equivalent third country business.(2) This section applies in relation to other designated investment business carried on for a retail client: (a) in relation to a derivative, a warrant, a non-readily realisable security, a P2P agreement,4 or stock lending activity, but as regards the matters in COBS 2.2.1R (1)(b) only; and (b) in relation to a retail investment product2, but as regards the matters in COBS 2.2.1R (1)(a) and (d)
SUP 12.5.2GRP
(1) Regulations 3(1) 8and (2) of the Appointed Representatives Regulations make it a requirement that the contract between the firm and the appointed representative (unless it prohibits the appointed representative from representing other counterparties) contains a provision enabling the firm to:488(a) impose such a prohibition; or(b) impose restrictions as to the other counterparties which the appointed representative may represent, or as to the types of investment in relation
CONC 3.1.6RRP
CONC 3 does not apply to:(1) a financial promotion or a communication which expressly or by implication indicates clearly that it is solely promoting credit agreements or consumer hire agreements or P2P agreements for the purposes in each case of a customer's business;(2) a financial promotion or a communication to the extent that it relates to qualifying credit; or(3) an excluded communication.
SYSC 4.4.1ARRP
7This section applies to:(1) an authorised professional firm in respect of its non-mainstream regulated activities unless the firm is also conducting other regulated activities and has appointed approved persons to perform the governing functions with equivalent responsibilities for the firm'snon-mainstream regulated activities and other regulated activities;(2) activities carried on by a firm whose principal purpose is to carry on activities other than regulated activities and
FEES 4.4.9DRP
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
CONC 8.10.1RRP
This section applies to: (1) a firm with respect to providing credit information services in relation to information relevant to the financial standing of an individual;(2) a firm with respect to the activities set out in article 36H(3)(e) to (h) of the Regulated Activities Order (Operating an electronic system in relation to lending) in relation to a borrower under a P2P agreement.
PERG 2.3.2GRP
There is power in the Act for the Treasury to change the meaning of the business element by including or excluding certain things. They have exercised this power (see the Financial Services and Markets Act 2000 (Carrying on Regulated Activities by Way of Business) Order 2001 (SI 2001/1177), the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2003 (SI 2003/1476),3 the Financial Services and Markets Act 2000 (Carrying on Regulated Activities
SYSC 1.4.2RRP
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
TC App 4.1.1ERP

5106789

Part 1: Activities

Note: The activity numbers in this table relate to the activities14 in TC App 1.1.1 R. These tables do not cover activities 1, 5, 13A, 13B, 13C, 20A, 21B,14 24, 25 or 26 as these activities do not have a qualification requirement.

14

Activity Number

Activity

Key - extent to which qualification meets qualification requirement

2

Advising on securities which are not stakeholder pension schemes, personal pension schemes or broker funds

(a)

Meets full qualification requirement on and after, 31 December 2012

3

Advising on derivatives

4 and 6

(4) Advising on retail investment products which are not broker funds and (6) advising on friendly societytax-exempt policies (other than Holloway sickness policies where the Holloway policy special application conditions are met)

(b)

Meets full qualification requirement until 31 December 2012. On and after 31 December 2012 this must be combined with qualification gap-fill. This gap-fill constitutes additional structured continuing professional development, which need not be by examination, completed and verified by an accredited body

12

Advising on and dealing in securities which are not stakeholder pension schemes, personal pension schemes or broker funds

13

Advising on and dealing in derivatives

Activity Number

Activity

Key - extent to which qualification meets qualification requirement

7

Advising on long-term care insurance contracts

1 or

(2 + 3) or

(4 + 5 + 6)

Meets full qualification requirement

8

Advising on investments in the course of corporate finance business

9

Advising on syndicate participation at Lloyd's

11

Undertaking the activity of a pension transfer specialist

14 and 10

Managing investments and/or undertaking the activity of a broker fund adviser

15

Overseeing on a day to day basis operating a collective investment scheme or undertaking activities of a trustee or depositary of a collective investment scheme

16

Overseeing on a day to day basis safeguarding and administering investments or holding client money

17

Overseeing on a day to day basis administrative functions in relation to managing investments:

(i) arranging settlement;

(ii) monitoring and processing corporate actions;

(iii) client account administration, liaison and reporting including valuation and performance measurement;

(iv) ISA or CTF administration;

(v) Investment trust savings scheme administration.

18

Overseeing on a day to day basis administrative functions in relation to effecting or carrying out contracts of insurance which are life policies:

(i) new business administration;

(ii) policy alterations including surrenders and policy loans;

(iii) preparing projections;

(iv) processing claims, including pension payments;

(v) fund switching

1 or

(2 + 3) or

(4 + 5 + 6)

Meets full qualification requirement

19

Overseeing on a day to day basis administrative functions in relation to the operation of stakeholder pension schemes:

(i) new business administration;

(ii) receipt of or alteration to contributions;

(iii) preparing projections and annual statements;

(iv) administration of transfers;

(v) handling claims, including pension payments;

(vi) fund allocation and switching.

20

Advising on a regulated mortgage contract for a non-business purpose; or

Arranging (bringing about) an execution-only sale of a regulated mortgage contract for a non-business purpose, excluding variations to an existing regulated mortgage contract, except where the effect is to change all or part of the regulated mortgage contract from one interest rate to another14

21

Advising on equity release transactions; or

Arranging (bringing about) an execution-only sale of an equity release transaction, excluding variations to an existing equity release transaction, except where the effect is to change all or part of the equity release transaction from one interest rate to another14

1421A

Designing scripted questions for an execution-only sale of a regulated mortgage contract for a non-business purpose

22

Designing scripted questions for an execution-only sale of an 14equity release transaction

1414

23

Overseeing non-advised sales on a day-to-day basis of equity release transactions

Part 2: Appropriate Qualifications Tables

Qualification provider

Qualification

Activity Number(s)

Key

ACI The Financial Markets Association

ACI Diploma (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

2, 3, 12, 13

a

ACI Dealing Certificate when combined with Chartered Institute of Securities and Investment (CISI) Introduction to Securities and Investments and one of the Regulatory units of the Investment Operations Certificate (IOC)

15, 17

4

ACI Operations Certificate when combined with Chartered Institute of Securities and Investment (CISI) Introduction to Securities and Investments and one of the Regulatory units of the Investment Operations Certificate (IOC)

Association of Accounting Technicians

Member

15, 16, 17, 18, 19

4

Association of Certified International Investment Analysts (ACIIA)

CIIA qualification (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

2, 3, 12, 13

a

Certified International Investment Analyst (CIIA)

14 and 10

2

Association of Chartered Certified Accountants

Member or Affiliate

8

1

Fellow or Associate

15, 16, 17, 18, 19

4

Association of Corporate Treasurers

MCT Advanced Diploma (Member or Fellow) or AMCT Diploma in Treasury (Associate Member)16

16

15, 16, 17, 18, 19

4

Association of International Wealth Management (AIWM)

Certified International Wealth Manager Diploma (CIWM)

2, 3, 12, 13

a

14 and 10

1

Blackburn College - University Centre

Foundation Degree Award in Financial Services

4 and 6

a

Bournemouth University

BA in Financial Services (1995 to 2001)

4 and 6

b

MA in Financial Services (1995 to 2001)

Post Graduate in Financial Services (1995 to 2001)

Calibrand / Scottish Qualifications Authority

Diploma in Professional Financial Advice

4 and 6

a

Diploma in Professional Financial Advice (NMBA - Alternative Assessment method)

15Canadian Securities Institute

Canadian Securities Course (CSC) and Conduct and Practices Handbook Course (CPH) - must include a pass in both modules (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation) - both courses must be completed

2, 12

b

Canadian Securities Course (CSC), Conduct and Practices Handbook (CPH), the Futures Licensing Course (FLC), the Derivatives Fundamentals Course (DCF) and the Options Licensing Course (OLC) - must include a pass in all modules (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation) - all courses must be completed

3, 13

b

Canadian Securities Course (CSC), Conduct and Practices Handbook (CPH), the Futures Licensing Course (FLC) and the Derivatives Fundamentals and Options Licensing Course (DFOL) - must include a pass in all modules (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation) - all courses must be completed

CASS Business School

MSC in Banking and International Finance (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

2, 3, 12, 13

a

12MSC in Investment Management pre 2003 syllabus (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation)

2, 3, 12, 13

b16

16CFA Institute

Claritas Investment Certificate

15, 16, 17,18, 19

4

CFA Institute and the CFA Society of the UK

Level 1 of CFA Program plus Investment Management Certificate (Level 4)12

12

2, 3, 12, 13

a

Completion of CFA Program plus Investment Management Certificate Unit 1: The investment environment (Level 4)12

12

Holder of Associate qualification (associate member)12

12

2, 3, 12, 13

b

Level 1 of CFA Program plus Investment Management Certificate (Level 3)12

12

Completion of CFA Program plus Investment Management Certificate Unit 1: UK Regulation and Markets (level 3)12

12

Holder of Associate qualification (Fellow)12

12

CFA Program (Level 1)

14 and 10

2

Fellow or Associate by examination

8

1

14 and 10

15, 16, 17, 18, 19

4

Investment Management Asset Allocation Qualification13

1212

14 and 10

2

Investment Regulation and Practice Paper of the Associate Examination

15, 16, 17

5

CFA Society of UK (Formerly the UK Society of Investment Professionals/ Institute of Investment Management and Research (IIMR))

Investment Management Certificate (Level 4) plus other qualifications that meet specialist standards for advising on securities

12

2, 12

a

Investment Management Certificate (Level 4) plus other qualifications that meet specialist standards for advising on packaged products

12

4 and 6

Investment Management Certificate (Level 4) plus other qualifications that meet specialist standards for advising on derivatives

12

3, 13

Investment Management Certificate (Level 3 or 4)12

12

8

1

15, 16, 17, 18, 19

4

15, 16, 17

5

14 and 10

1

Investment Practice Paper (Unit 2) of Investment Management Certificate (Level 3 or 4)12

12

14 and 10

2

12

8

2

Investment Management Certificate Unit 1: UK Regulation and Markets (Level 3) or Investment Management Certificate Unit 1: The Investment Environment (Level 4)12

12

8

3

15, 16, 17, 19

5

18

6

12

14 and 10

3

Chartered Alternative Investment Analysis Association (CAIA)

CAIA Level 1 (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation)

2, 12

b

Chartered Institute of Bankers in Ireland

Fellow or Associate

15, 16, 17, 18, 19

4

Chartered Institute of Bankers in Scotland

Diploma in Investment Planning (Existing Adviser) Post 2010 examination standards

4 and 6

a

Diploma in Investment Planning (New Adviser) Post 2010 examination standards

Post 2010 examination standards

Diploma in Investment Planning (Retail Banking) (Existing Adviser) Post 2010 examination standards

Diploma in investment planning (work based assessment)

Associate (March 1992 to July 1994 syllabus (including top-up test))

4 and 6

b

Associate (post August 1994 syllabus)

Certificate in Investment Planning (Pre 17/09/2004)

Chartered Banker (where candidates hold UK Financial Services and Investment modules)

Diploma in Investment Planning (current)

Associateship - (must include a pass in the Investment Paper)

2, 3, 12, 13

b

Certificate in Investment Planning - Paper 1

15, 16, 18, 19

4

15, 16, 17, 18, 19

5

Certificate in Investment Planning

17

4

Member or Associate

15, 16, 17, 18, 19

4

Mortgage Advice and Practice Certificate

20

1

Certificate in Mortgage Advice and Practice (MAPC) (Pre 16/09/2004)

20, 21, 22

1

MAPC bridge paper plus entry requirements (Pre 31/10/2004)

20

1

Certificate in Investment Planning - Paper 1 (Pre 16/09/2004)

20, 21, 22

3

MAPC - Paper 1 (Pre 16/09/2004)

20

3

Mortgage Advice and Practice Certificate - Paper 1 (Post 17/09/2004)

20, 21

3

Equity Release Mortgage Advice and Practice Certificate (ERMAPC)

21, 22

1

Lifetime Mortgage Advice and Practice Certificate

MAPC Bridge paper plus entry requirements (Pre 16/09/2004)

Certificate in Mortgage Advice and Practice (MAPC) (Pre 16/09/2004) - Paper 1

21, 22

3

Equity Release Mortgage Advice and Practice Certificate (ERMAPC)

23

4

23

5

23

6

Chartered Institute of Management Accountants

Fellow or Associate

15, 16, 17, 18, 19

4

Chartered Institute of Public Finance and Accountancy

Fellow or Associate

15, 16, 17, 18, 19

4

Chartered Institute for Securities and Investment (CISI) - (Formerly the Securities and Investment Institute (SII); formerly The Securities Association)

Investment Advice Diploma (where candidate holds 3 modules including the derivatives module)

3, 13

Investment Advice Diploma (where candidate holds 3 modules including the securities module)

2, 12

Masters in Wealth Management (Post 2010 examination standards)

2, 3, 4 and 6, 12, 13

Certificate in Private Client Investment Advice and Management

2, 3, 4 and 6, 12, 13

b

14 and 10

1

Certificate in Private Client Investment Advice and Management (attained through a CISI competency interview and presentation only)

2, 3, 4 and 6, 12, 13

b

14 and 10

1

Diploma (where candidate holds 3 modules as recommended by the firm)

2, 3, 4 and 6, 12, 13

b

Investment Advice Certificate

2, 3, 4 and 6, 12, 13

b

Masters in Wealth Management (Pre 2010 examination standards)

2, 3, 4 and 6, 12, 13

b

Member of the Securities Institute (MSI Dip) (where candidate holds 3 modules as recommended by the firm)

2, 3, 4 and 6, 12, 13

b

Certificate in Corporate Finance

8

1

15, 16, 17, 18, 19

4

Certificate in Derivatives - Paper 2

15, 16, 17, 18, 19

4

Certificate in Investment and Financial Advice - Paper 1

21, 22

3

Certificate in Investment Management (Level 3, pre 31 December 2013)13

8

1

15, 16, 17, 19

4

15, 16, 17

5

14 and 10

113

13Certificate in Investment Management (Level 4)

14 and 10

1

Certificate in Investment Management - Paper 2

8

2

14 and 10

Certificate in Securities

8

1

Certificate in Securities - Paper 2

15, 16, 17, 18, 19

4

Certificate in Securities and Derivatives - Paper 2

19

4

Certificate in Securities and Financial Derivatives

8

1

Certificate in Securities and Financial Derivatives - Paper 2

15, 16, 17, 18

4

Client Services Qualification

15, 16, 17, 18, 19

4

Diploma

15, 16, 17, 18, 19

4

Diploma - Corporate Finance Paper

8

2

Diploma - Global Operations Management Module

15, 16, 17, 18, 19

4

15, 16, 17

5

6

Diploma - International Operations Management Module

15

4

15, 16

5

6

17

4

5

6

Diploma - International Operations Module

16, 18, 19

4

Diploma - Operations Management Module

15, 16, 17, 18, 19

4

15, 17

5

15, 16, 17

6

Diploma - Regulation and Compliance Module

8

3

14 and 10

15, 16, 17, 18, 19

5

Diploma (must include a pass in Regulation and Compliance Paper)

8

1

Diploma (where candidate holds 3 modules as recommended by the firm)

14 and 10

1

12Diploma in Corporate Finance (awarded jointly with The Institute of Chartered Accountants in England and Wales)15

8

1

Investment Administration Qualification - Asset Servicing Module

15, 16, 17

6

Investment Administration Qualification - Basics of CREST Module

15, 16, 17

6

Investment Administration Qualification - Bond Settlement Module

15, 16, 17

6

Investment Administration Qualification - Collective Investment Schemes Administration Module

15, 16, 17

6

Investment Administration Qualification - CREST Settlement Module

15, 16, 17

6

Investment Administration Qualification - Derivatives Operations Module

15, 16, 17

6

Investment Administration Qualification - Exchange - Traded Derivative Administration Module

15, 16, 17

6

Investment Administration Qualification - FSA Regulatory Environment Module

15, 16, 17

5

Investment Administration Qualification - Global Custody Module

15, 16, 17

6

Investment Administration Qualification - Global Securities Operations Module

16, 17

6

Investment Administration Qualification - Global Settlement Module

15, 16, 17

6

Investment Administration Qualification - IMRO Regulatory Environment Module

8

3

14 and 10

15, 16, 17, 18, 19

5

Investment Administration Qualification - Introduction to Securities and Investment Module

15, 16, 17, 18, 19

4

Investment Administration Qualification - ISA Administration Module

15, 16, 17

6

Investment Administration Qualification - ISA and CTF Administration Module

15, 16,16 17

6

Investment Administration Qualification - ISA and PEP Administration Module

15, 16, 17

6

Investment Administration Qualification - Life Policy Administration Module

18

6

Investment Administration Qualification - OEIC Administration Module

15, 16, 17

6

Investment Administration Qualification - Operational Risk Module

15, 16, 17

6

Investment Administration Qualification - OTC Derivatives Administration Module

15, 16

6

Investment Administration Qualification - Pensions Administration Module

19

6

Investment Administration Qualification - PEP Administration Module

15, 16, 17

6

Investment Administration Qualification - Portfolio Performance Measurement Module

15, 16

6

Investment Administration Qualification - Private Client Administration Module

15, 16, 17

6

Investment Administration Qualification - SFA Regulatory Environment Module

8

3

14 and 10

15, 16, 17, 18

5

Investment Administration Qualification - Unit 2 FSA Regulatory Environment - (Formerly the Investment Administration Qualification - Regulatory Environment Module)

8

3

14 and 10

18, 19

5

Investment Administration Qualification - Unit Trust Administration Module

15, 16, 17

6

Investment Advice Certificate

14 and 10

1

Investment Advice Certificate - Paper 1

15, 16, 17, 18, 19

4

5

Investment Advice Certificate - Paper 1 (No new registrations)

20, 21, 22

3

Investment Advice Certificate - Paper 2

18, 19

6

Investment Advice Diploma (where candidates hold technical modules as recommended by the firm)

14 and 10

1

Investment Operations Certificate - Asset Servicing Module

15, 16, 17

6

Investment Operations Certificate - Collective Investment Schemes Administration Module

15, 16, 17

6

Investment Operations Certificate - CREST Settlement Module

15, 16, 17

6

Investment Operations Certificate - Exchange - Traded Derivative Administration Module

15, 16, 17

6

Investment Operations Certificate - UK13 Financial Regulation Module

13

8

3

14 and 10

15, 16, 17, 18, 19

5

Investment Operations Certificate - Global Securities Operations Module

17

6

Investment Operations Certificate - Global Securities Operations Module

16

6

Investment Operations Certificate - Introduction to Securities and Investment Module

15, 16, 17, 18, 19

4

Investment Operations Certificate - ISA Administration Module

15, 16, 17

6

Investment Operations Certificate - Operational Risk Module

15, 16, 17

6

Investment Operations Certificate - OTC Derivatives Administration Module

15, 16

6

Investment Operations Certificate - Administration of Settlement & Investments Module (previously known as the Private Client Administration Module)12

12

15, 16, 17

6

Level 3 Certificate in Investments (Derivatives) - Unit 3

15, 16, 17, 18, 19

4

Level 3 Certificate in Investments (Investment Management)

14 and 10

1

15, 16, 17, 18, 19

4

15, 16, 17

5

Level 3 Certificate in Investments (Investment Management) - Unit 5

8

2

14 and 10

Level 3 Certificate in Investments (Securities and Financial Derivatives)

8

1

15, 16, 17, 18, 19

4

Level 3 Certificate in Investments (Securities)

8

1

Level 3 Certificate in Investments (Securities) - Unit 2

15, 16, 17, 18, 19

4

Level 6 Diploma in Wealth Management

14 and 10

1

Masters in Wealth Management

14 and 10

1

Member of the Securities Institute by examination

15, 17, 19

4

Principles of UK13 Financial Regulation

8

3

18, 19

5

SFA Corporate Finance Representative Examination

8

1

15, 16, 17, 18, 19

4

SFA Futures and Options Representative Examination

15, 16, 17, 18, 19

4

15, 16, 17

5

SFA Registered Persons Examination - Section 1 (Regulation)

8

3

14 and 10

15, 16, 17, 18, 19

5

SFA Securities and Financial Derivatives Representative Examination

8

1

15, 16, 17, 18, 19

4

15, 16, 17

5

SFA Securities Representative Examination

8

1

15, 16, 17, 18, 19

4

16, 17

5

TSA Registered Representative Examinations

8

1

15, 16, 17, 18, 19

4

15, 16

5

Unit 1 - Financial Regulation

14 and 10

3

Unit 1 Financial Regulation (Formerly the Securities Institute Regulatory Paper)

8

3

15, 16, 17, 18, 19

5

Unit 6 - Principles of UK13 Financial Regulation

14 and 10

3

15, 16, 17

5

Chartered Insurance Institute

Certificate in Advanced Mortgage Advice

20

116

Certificate in Securities Advice and Dealing

2, 12

a

Diploma in Financial Planning (with appropriate gap fill) plus the Award in Long Term Care Insurance

7

116

Diploma in Regulated Financial Planning

4 and 6

a

Diploma in Regulated Financial Planning (attained through a CII alternative assessment day)

Diploma in Regulated Financial Planning plus the Award in Long Term Care Insurance

7

116

Fellow or Associate (life and pensions route only)

2, 3, 12, 13

b

Advanced Financial Planning Certificate

2, 3, 4 and 6, 12, 13

b

Diploma in Financial Planning

4 and 6

b

Fellow (FCII) (where candidates hold appropriate life and pensions modules)

Fellow (FLIA Dip)

Advanced Diploma in Financial Planning

Associate (ACII) (where candidate holds appropriate life and pension modules)

Associate (ALIA Dip)

12Diploma in Financial Planning plus a pass in J12: Securities advice and dealing

2, 1213

13

a13

13

Certificate in Financial Planning plus the Award in Long Term Care Insurance

7

1

G80 paper of Advanced Financial Planning Certificate (October 2004) plus appropriate exam requirements for TC 2.1.4R(1)(f)

G70 Paper of the Advanced Financial Planning Certificate

8

1

Award in London Market Insurance

9

1

Fellow or Associate including three pensions-related subjects as confirmed by the examining body

11

1

G60 paper of Advanced Financial Planning Certificate

Unit AF3 of the Advanced Diploma in Financial Planning

Certificate of Insurance Practice

18

4

Certificate of Insurance Practice (life or pensions route)

18

6

FA1 - Life office administration

Fellow or Associate (life and pensions route only)

Life assurance paper (735) from the Associateship

Certificate of Insurance Practice (Pensions route)

19

6

Fellow or Associate (Pensions route)

Certificate in Mortgage Advice

20

1

Certificate in Equity Release (Formerly known as Certificate in Financial Planning and Lifetime Mortgages)

21

1

Certificate in Equity Release

22

1

23

4

23

5

23

6

Advanced Financial Planning Certificate (must include a pass in G70 paper)

14 and 10

1

Certificate in Discretionary Investment Management

Fellow or Associate

15, 16, 17, 18, 19

4

Financial Planning Certificate - Paper 1

15, 16, 17, 18, 19

4

15, 16, 17, 18, 19

5

CF1 - UK financial services, regulation and ethics

15, 16, 17, 1318, 19

4

15, 16, 17, 1318, 19

513

13RO1 Paper: Regulation and Ethics

15, 16, 17, 18, 19

4

15, 16, 17, 18, 19

5

FA2 - Pensions administration paper

18, 19

613

Financial Planning Certificate - Paper 2

Pensions law, taxation and administration paper (740) from the Associateship

18, 19

613

13Certificate in Investment Operations: Collective Investment Scheme Administration paper (FA4)

15, 16, 17

6

13Certificate in Investment Operations: Individual Savings Account Administration paper (FA5)

151516, 17

6

13Certificate in Investment Operations: Investment Client Servicing paper (FA6)

15, 16, 17

6

Certificate in Mortgage Advice - Paper 1

20, 21

3

Mortgage Advice Qualification (MAQ) plus entry requirements

20, 21, 22

1

Financial Planning Certificate - Paper 1 (No new registrations after 17/12/2004)

20, 21, 22

313

13Deutsche Boerse AG

Certified Securities Trader (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

2, 12

b

13Deutsche Boerse AG

15

Certified Derivatives Trader (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

2, 12

b

3, 13

a

EFFAS Societies with accredited examinations

Certified European Financial Analyst

14 and 10

2

Faculty or Institute of Actuaries

Fellow or Associate or where the individual has passed all of the following modules CT1, CT2, CT4, CT5, CT6, CT7 and CT8

2, 3, 4 and 6, 12, 13

a

14 and 10

1

Associate - achieved by examination passed before 1 December 2001 (must include a pass in Subject 301 - Investment and Asset Management (syllabus in force from 1998)

14 and 10

1

Associate - achieved by examination passed after 1 December 2001 (must include a pass in subject 301 - Investment and Asset Management (syllabus in force from 1998)

14 and 10

2

12

Fellow - achieved by examination (must include a pass in subjects 301 and 401 Investment and Asset Management (syllabus in force from 1998))

14 and 10

1

Fellow or Associate

11

1

16, 17, 18, 19

4

18, 1912

6

Fellow or Associate by examination (must include Investment Paper E (Syllabus in force until 1998))

14 and 10

1

Fellow or where the individual has passed all of the following modules CA1 and SA2

18

4

Financial Industry Regulatory Authority (FINRA) - Formerly the National Association of Securities Dealers (NASD)

Series 7 - General Securities Representatives Examination (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation)

2, 3, 12, 13

b

Financial & Legal 15Skills Partnership (formerly the Financial Skills Partnership/15Financial Services Skills Council (FSP/15FSSC))

FLSP15 Advanced/Modern15 Apprenticeship in Advising on Financial Products (Long Term Care Insurance Pathway)

15

7

1

FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing15Financial Services (Investment Administration or Operations15 Pathway including either Asset Servicing / CREST Settlement / Global Securities or ISA and CTF Administration)

15

17

6

FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing 15Financial Services (Investment Administration or Operations15 Pathway including FSA Regulatory Environment or Principles of Financial Regulation)

15

17

5

FLSP Level 315 Advanced/Modern 15 Apprenticeship in Retail or Providing 15Financial Services (investment Administration or Operations15 Pathway including the Introduction to Securities and Investment module)

15

17

4

FLSP Level 315 Advanced/Modern 15Apprenticeship in Retail or Providing 15Financial Services (Long Term Insurance or Life, Pensions and Investments or Pensions Administration15 Pathway including CF1)

15

18

4

FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing 15Financial Services (Long Term Insurance or Life, Pensions and Investments or Pensions Administration15 Pathway including CF1)

15

18

5

FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing 15Financial Services (Long Term Insurance or Life, Pensions and Investments or Pensions Administration15 Pathway including CF1 and either FA1 or FA2)

15

18

6

FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing 15Financial Services (Long Term Insurance or Life, Pensions and Investments or Pensions Administration15Pathway including CF1 and FA2)

15

19

1

FLSP Level 315 Advanced Apprenticeship in Advising on Financial Products (Mortgage Advice Pathway) or Level 3 Advanced Apprenticeship in Providing Mortgage Advice15

15

20

1

ICMA Centre/ University of Reading (Formerly ISMA Centre/ University of Reading)

Diploma in Capital Markets, Regulation and Compliance

17

5

Operations Certificate Programme (OCP)

16, 17

6

ifs University College15(formerly the ifs School of Finance/15Chartered Institute of Bankers)

15

Diploma for Financial Advisers (post 2010 examination standards)

4 and 6

a

Professional Certificate in Banking (PCertB) (where candidate has passed the Practice of Financial Advice module)

Level 6 Diploma in Financial Advice (Adv Dipfa)

4 and 6

a16

Associateship - (must include a pass in the Investment / Investment Management Paper)

2, 3, 4 and 6, 12, 13

b

Diploma for Financial Advisers (pre 2010 examination standards)

4 and 6

b

Professional Investment Certificate

Certificate for Financial Advisers and Certificate in Long-term Care Insurance

7

1

Pension Transfers plus Diploma for Financial Advisers (DipFA®) post 2010 exam standards

11

116

Pensions paper of Professional Investment Certificate

11

1

Certificate for Financial Advisers - Paper 1

15

5

Fellow or Associate

15, 16, 17, 18, 19

4

Certificate for Financial Advisers - Paper 1 (Pre 31/10/2004)

15, 16, 17, 18, 19

4

5

20, 21, 22

3

Certificate for Financial Advisers - Paper 1 (Post 01/11/2004)

18, 19

4

5

Certificate for Financial Advisers - Paper 2 (Pre 31/10/2004)

18, 19

6

CeMAP Bridge paper plus entry requirements

20

1

Certificate in Mortgage Advice and Practice (Post 01/11/2004)

20

1

Diploma for Mortgage Advice and Practice DipMAP (plus entry requirements)

20

1

CeMAP bridge paper plus entry requirements (Pre 31/10/2004)

21, 22

1

Certificate in Mortgage Advice and Practice (CeMAP) (Pre 31/10/2004) - Paper 1

20, 21

3

Certificate in Mortgage Advice and Practice (Post 01/11/2004) - Paper 1

20, 21

3

Certificate in Mortgage Advice and Practice (CeMAP) (Pre 31/10/2004)

20, 21, 22

1

Certificate in Regulated Equity Release (Formerly known as Certificate in Lifetime Mortgages)

21, 22

1

23

4

23

5

23

6

Institute of Chartered Accountants in England and Wales

Fellow or Associate

8

1

15, 16, 17, 18, 19

4

Initial Test of Competence

18, 19

6

Diploma in Corporate Finance (awarded jointly with The Institute of Chartered Accountants in England and Wales)15

815

215

Institute of Chartered Accountants in Ireland

Fellow or Associate

8

1

15, 16, 17, 18, 19

4

Initial Test of Competence

19

6

Institute of Chartered Accountants in Scotland

Member

8

1

15, 16, 17, 18, 19

4

Initial Test of Competence

19

6

Institute of Chartered Secretaries and Administrators

Certificate in Collective Investment Scheme Administration

15, 16, 17, 18

4

5

15, 16

6

19

4

Certificate in Company Secretarial Practice and Share Registration Practice (including the Regulatory module within the examination)

15, 16. 17

4

5

6

Fellow or Associate

15, 16, 17, 18, 19

4

Institute of Financial Planning

Certified Financial Planner

4 and 6

b

Fellowship

Insurance Sector Education and Training Authority

National Diploma: Financial Services Long-Term Risk Assessment

7

2

Investment Management Association

Investment Administration Management Award

15, 16, 17

6

Investment Property Forum

IPF Certificate in Property Investment

14 and 10

2

Japanese Bankers Association

Registered Representative of Public Securities Examination (pre-April 1990)

8

2

Representative of Public Securities Qualification - Class 1

Japanese Securities Dealers Association

Representative of Public Securities Qualification - Type 1 (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation

2, 3, 12, 13

b

Representative of Public Securities Examination (pre April 1990)

8

2

Representative of Public Securities Qualification - Type 1

Law Society of England and Wales

Module B(ii), Securities and Portfolio Management

8

2

Module B(i), Retail Branded/ Packaged Products

18, 19

6

Law Society of England and Wales/ Law Society of Northern Ireland

Solicitor

15

4

Law Society of England and Wales/ Law Society of Scotland/ Law Society of Northern Ireland

Solicitor

17, 18, 19

4

Lloyd's

Lloyd's and London Market Introductory Test (Formerly the Lloyd's Introductory Test)

9

1

Lloyd's/ Chartered Insurance Institute

Lloyd's Market Certificate

9

1

London Stock Exchange (records are now kept by The Chartered Institute for Securities and Investment (CISI); Formerly the Securities and Investment Institute (SII); formerly The Securities Association)

London Stock Exchange Full Membership Exams (and other regional stock exchanges as merged with London Stock Exchange) - where candidate holds three or four papers or holds both the Stock Exchange Practice and Techniques of Investment papers

2, 3, 4 and 6, 12, 13

b

14 and 10

1

Stock Exchange Registered Representative Examination

8

1

15, 16, 17, 18, 19

4

15, 16

5

Manchester Metropolitan University

BA (Hons) Financial Services, Planning and Management

2, 3, 4 and 6, 12, 13

a

N/A

In-house module (only where the firm can demonstrate that none of the listed examinations are appropriate)

15, 16, 17, 18, 19

6

NIBE SVV the Dutch Institute for the Banking, Insurance and Stockbroking Industry

Examination

8

2

Pensions Management Institute

Diploma in Regulated Retirement Advice

4 and 6

a

11

1

Fellow or Associate by examination

11

1

Module 201: Providing for Retirement

19

4

512

612

Fellow or Associate

15, 16, 17, 18, 19

4

Diploma in Member-Directed Pension Scheme Administration

18

6

Fellow or Associate by examination

18, 19

6

Sheffield Hallam University

BA in Financial Services (1995 to 2001)

4 and 6

b

MA in Financial Services (1995 to 2001)

Post Graduate in Financial Services (1995 to 2001)

15SIX Swiss Exchange

Certified Securities Trader the Swiss Markets Insight course (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

2, 12

b

Society of Investment Analysts in Ireland

Certificate in Investment Management (at least 3 papers passed by examination)

14 and 10

2

South African Institute of Financial Markets

Ordinary and Senior Certificates

8, 14 and 10

2

Swiss Finance Institute

Dual degree Executive MBA in Asset and Wealth Management

14 and 10

2

The Securities Analysts Association of Japan (SAAJ)

CMA Level 2 (for individuals advising before 30 June 2009)

2, 3, 12, 13

b

CMA Level 2 (for individuals not advising before 30 June 2009 - provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

CMA Level 2

8

2

Secondary Examination

Chartered Member

14 and 10

2

University of Northampton

BSc Banking and Financial Planning

4, 6

a16

University of Stirling

BA in Finance

2, 4 and 6, 12

b

BA in Finance and Accounting

2, 3, 4 and 6, 12, 13

b

MSc in Finance

2, 3, 12, 13

b

MSc in international Accounting and Finance (where candidates hold modules as recommended by the firm)

2, 3, 12, 13

b

8

2

14 and 10

1

MSc in Investment Analysis

2, 3, 12, 13

b

14 and 10

1

University of the West of England

BA in Financial Services (1995 to 2001)

4 and 6

b

MA in Financial Services (1995 to 2001)

Post Graduate in Financial Services (1995 to 2001)

LR App 1.1.1RP

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

16

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 listedsecurities.

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 directors33 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 listedcompany, 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

66

(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:

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,19government 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 warrant33 or option33 to subscribe for or purchase other securities.

3333

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 listing33 or are the subject of an application for admission to listing.

33

7DEPP

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,39corporate governance rules and the rules relating to primary information providers.1639

1639

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.

7EG

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 agent9 of that person.

employees' share scheme

has the same meaning as in section 116615 of the Companies Act 200615.7

668668

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

1236

(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.

1236

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 companylisted 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 listing33 or is the subject of an application for admission to listing33.

3333

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 securitieslisted.

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) rules16relating to admission to the official list.

1616

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 recommendations30CESR recommendations30

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 person36who 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 a P2P agreement,37 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.

668668

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 test22 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'ssecurities 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 shares20 (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 shares20 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 shares20 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 shares21 (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 shares21 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 property33 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.

61717

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.

3939

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 securitisedderivative 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 differences33 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:

6681566815

(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:

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:

(k)

future (article 84); for the purposes of the permission regime, this is sub-divided into:

(l)

contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into:

(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 listed32company or applicant33 or in relation to a particular transaction, and including all the sponsor's communications with the FCA33 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.

323233

standard listing

in relation to securities, means a listing that is not a premium listing.

20standard 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.

6681566815

substantial shareholder

as defined in LR 11.1.4A R.256

625

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 TakeoverPanel.

target

the subject of a class 1 transaction or reverse takeover28.

tender offer

an offer by a company to purchase all or some of a class of its listedequity 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 MiFID9, 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

66866815

trust deed

a trust deed or equivalent document securing or constituting debt securities.

UK

United Kingdom.

18UK 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 debenture19 or government and public security.