Related provisions for SUP 14.3.10

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COLL 2.1.5GRP
1An EEA UCITS management company that proposes to act as the authorised fund manager2 of an AUT, ACS or2ICVC that is a UCITS scheme, should be aware that it is required under paragraph 15A(1) of Schedule 3 to the Act to apply to the appropriate regulator for approval to do so. The form that the firm must use for this purpose is set out in SUP 13A Annex 3 R (EEA UCITS management companies: application for approval to manage a UCITS scheme established in the United Kingdom). In
COLL 4.2.3RRP
(1) The authorised fund manager of an AUT, ACS21 or an ICVC16 must:16(a) provide16 a copy of the scheme's most recent prospectus drawn up and published in accordance with COLL 4.2.2 R (Publishing the prospectus) free of charge to any person on request; and16(b) file a copy of the scheme's original prospectus, together with all revisions thereto, with the FCA and, where a UCITS scheme is managed by an EEA UCITS management company, with that company's Home State regulator on request.1616(1A)
PR 2.2.10EURP

Articles 25 and 26 of the PD Regulation provide for the format of prospectuses and base prospectuses:

Format of the prospectus

25.1

Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [PR 2.2.1 R] to draw up a prospectus as a single document, the prospectus shall be composed of the following parts in the following order:

(1)

a clear and detailed table of contents;

(2)

the summary provided for in [section 87A(5) of the Act];

(3)

the risk factors linked to the issuer and the type of security covered by the issue;

(4)

the other information items included in the schedules and building blocks according to which the prospectus is drawn up.

2.

Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [LR 3.1.1 R], to draw up a prospectus composed of separate documents, the securities note and the registration document shall be each composed of the following parts in the following order:

(1)

a clear and detailed table of contents;

(2)

as the case may be, the risk factors linked to the issuer and the type of security covered by the issue;

(3)

the other information items included in the schedules and building blocks according to which the prospectus is drawn up.

3.

In the cases mentioned in paragraphs 1 and 2, the issuer, the offeror or the person asking for admission to trading on a regulated market shall be free in defining the order in the presentation of the required information items included in the schedules and building blocks according to which the prospectus is drawn up.

4.

Where the order of the items does not coincide with the order of the information provided for in the schedules and building blocks according to which the prospectus is drawn up, the [FCA] may ask the issuer, the offeror or the person asking for the admission to trading on a regulated market to provide a cross reference list for the purpose of checking the prospectus before its approval. Such list shall identify the pages where each item can be found in the prospectus. [see PR 3.1.1 R (3)2]

2

5.

Where the summary of a prospectus must be supplemented according to [section 87G of the Act], the issuer, the offeror or the person asking for admission to trading on a regulated market shall decide on a case-by-case basis whether to integrate the new information in the original summary by producing a new summary, or to produce a supplement to the summary.

If the new information is integrated in the original summary, the issuer, the offeror or the person asking for admission to trading on a regulated market shall ensure that investors can easily identify the changes, in particular by way of footnotes.

2In any case, a new filing of final terms and summary of the individual issue annexed thereto corresponding to offers made prior to the production of a new summary or a supplement to the summary shall not be required.

Format of the base prospectus and its related final terms

26.1

Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [PR 2.2.7 R] to draw up a base prospectus, the base prospectus shall be composed of the following parts in the following order:

(1)

a clear and detailed table of contents;

(2)

the summary provided for in [section 87A of the Act];

(3)

the risk factors linked to the issuer and the type of security or securities covered by the issue(s);

(4)

the other information items included in the schedules and building blocks according to which the prospectus is drawn up.

2.

Notwithstanding paragraph 1, the issuer, the offeror or the person asking for admission to trading on a regulated market shall be free in defining the order in the presentation of the required information items included in the schedules and building blocks according to which the prospectus is drawn up. The information on the different securities contained in the base prospectus shall be clearly segregated.

3.

Where the order of the items does not coincide with the order of the information provided for by the schedules and building blocks according to which the prospectus is drawn up, the [FCA] may ask the issuer, the offeror or the person asking for admission to trading on a regulated market to provide a cross reference list for the purpose of checking the prospectus before its approval. Such list should identify the pages where each item can be found in the prospectus. [see PR 3.1.1 R (3)2]

2

4.

In case the issuer, the offeror or the person asking for admission to trading on a regulated market has previously filed a registration document for a particular type of security and, at a later stage, chooses to draw up base prospectus in conformity with the conditions provided for in [PR 2.2.7 R], the base prospectus shall contain:

(1)

the information contained in the previously or simultaneously filed and approved registration document which shall be incorporated by reference, following the conditions provided for in Article 28 of this Regulation;

(2)

the information which would otherwise be contained in the relevant securities note less the final terms where the final terms are not included in the base prospectus.

5.

The final terms shall be presented in the form of a separate document or be included in the base prospectus. The final terms shall be prepared in an easily analysable and comprehensible form.2

2

The items of the relevant securities note schedule and its building blocks, which are included in the base prospectus shall not be reproduced in the final terms.2

2

The issuer, the offeror or the person asking for admission to trading on a regulated market may include any of the additional information set out in Annex XXI in the final terms.2

2

2A clear and prominent statement shall be inserted in the final terms indicating:

(a)

that the final terms have been prepared for the purpose of Article 5(4) of Directive 2003/71/EC and must be read in conjunction with the base prospectus and its supplement(s);

(b)

where the base prospectus and its supplement(s) are published in accordance with Article 14 of Directive 2003/71/EC;

(c)

that in order to get the full information both the base prospectus and the final terms must be read in conjunction;

(d)

that a summary of the individual issue is annexed to the final terms.

The final terms may include the signature of the legal representative of the issuer or the person responsible for the prospectus according to the relevant national law or the signature of both.

5a

The final terms and the summary of the individual issue shall be drawn up in the same language respectively as the approved version of the form of the final terms of the base prospectus and as the summary of the base prospectus.

When the final terms are communicated to the competent authority of the host Member State or, if there is more than one host Member State, to the competent authorities of the host Member States, in accordance with Article 5(4) of Directive 2003/71/EC, the following language rules shall apply to the final terms and the annexed summary:

(a)

where the summary of the base prospectus is to be translated pursuant to Article 19 of Directive 2003/71/EC, the summary of the individual issue annexed to the final terms shall be subject to the same translation requirements as the summary of the base prospectus;

(b)

where the base prospectus is to be translated pursuant to Article 19 of Directive 2003/71/EC, the final terms and the summary of the individual issue annexed thereto, shall be subject to the same translation requirements as the base prospectus.

The issuer shall communicate those translations, together with the final terms, to the competent authority of the host Member State or, if there is more than one host Member State, to the competent authorities of the host Member States.

6.

Where a base prospectus relates to different securities, the issuer, the offeror or the person asking for admission to trading on a regulated market shall include a single summary in the base prospectus for all securities. The information on the different securities contained in the summary, however, shall be clearly segregated.

7.

Where the summary of a base prospectus must be supplemented according to [section 87G of the Act], the issuer, the offeror or the person asking for admission to trading on a regulated market shall decide on a case-by-case basis whether to integrate the new information in the original summary by producing a new summary, or by producing a supplement to the summary.

If the new information is integrated in the original summary of the base prospectus by producing a new summary, the issuer, the offeror or the person asking for admission to trading on a regulated market shall ensure that investors can easily identify the changes, in particular by way of footnotes.

8.

Issuers, offerors or persons asking for admission to trading on a regulated market may compile in one single document two or more different base prospectuses.
43
FIT 2.1.3GRP
The matters referred to in FIT 2.1.1 G to which the appropriate regulator will have regard include, include, but are not limited to:(1) whether the person has been convicted of any criminal offence; this must include, where provided for by the Rehabilitation Exceptions Orders4to2 the Rehabilitation of Offenders Act 1974 or the Rehabilitation of Offenders (Northern Ireland) Order 1978 (as applicable)4, any spent convictions2; particular consideration will be given to offences
GEN 4.3.1BGRP
14An example for GEN 4.3.1A G would be where a letter covers business for which the FCA is the competent authority under the Insurance Mediation Directive and under MiFID.
SUP App 2.7.1GRP
Unless any of SUP App 2.4.1 R, SUP App 2.5.1 R, SUP App 2.5.3 R or SUP App 2.6.1 R applies, if a firm's circumstances change, such that its capital resources have fallen, or are expected to fall, below the level advised in individual capital guidance1 given to the firm by the appropriate regulator, then, consistent with PRIN 2.1.1 RPrinciple 11 (Relations with regulators), a firm should inform the appropriate regulator of this fact as soon as practicable, explaining why capital
SYSC 3.1.10GRP
2If a firm requires employees who are not subject to a qualification 7 requirement in TC7 to pass a relevant examination from the list of recommended examinations maintained by the Financial Skills Partnership7, the appropriate regulator will take that into account when assessing whether the firm has ensured that the employee satisfies the knowledge component of the competent employees rule.777
CONC 12.1.4RRP

Table: Disapplied or modified modules or provisions of the Handbook

Module

Disapplication or modification

Senior Management Arrangements, Systems and Control sourcebook (SYSC)

[FCA]

SYSC 6.1.4C R (requirement of debt management firm or credit repair firm to appoint a compliance officer) does not apply to a firm with an interim permission.

SYSC 6.3.8 R (responsibility for anti-money laundering systems and controls) does not apply to a firm with only an interim permission.

SYSC 6.3.9 R (requirement to appoint a money laundering reporting officer) does not apply to a firm with only an interim permission.

Fees manual (FEES)

[FCA]

The Fees manual does not apply in respect of the fee provided for in FEES 8.1.1R (1), except for the rules and guidance in FEES 2.3 and FEES 8.1.

3Threshold Conditions (COND)

Guidance applies with necessary modifications to reflect Chapter 4 of Part 8 of the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No 2) Order 2013 (see Note 1).

Note 1

A firm is treated as having an interim permission on and after 1 April 2014 to carry on credit-related regulated activity4 or operating an electronic system in relation to lending5 under the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013 if it met the conditions set out in Chapter 4 of Part 8 of that Order. Section 55B(3) of the Act (satisfaction of threshold conditions) does not require the FCA or PRA to ensure that the firm will satisfy, and continue to satisfy, in relation to the credit-related regulated activities4 or operating an electronic system in relation to lending5 for which it has an interim permission, the threshold conditions for which that regulator is responsible. The FCA or PRA can, however, exercise its power under section 55J of the Act (variation or cancellation on initiative of regulator) or under section 55L of the Act (in the case of the FCA) or section 55M of the Act (in the case of the PRA) (imposition of requirements by the regulator) in relation to a firm if, among other things, it appears to the FCA or PRA that the firm is failing, or is likely to fail, to satisfy the threshold conditions in relation to the credit-related regulated activities4 or operating an electronic system in relation to lending5 for which it has an interim permission for which the regulator is responsible. The guidance4 in COND should be read accordingly.

4444

3Client Assets (CASS)

CASS does not apply :

(1)

to a firm with

only an interim permission; or

(2)

with respect to credit-related regulated activity or operating an electronic system in relation to lending5 for which a firm has an interim permission that is treated as a variation of permission;

if the firm acts in accordance with the provisions of paragraphs 3.42 and 3.43 of the Debt management (and credit repair services) guidance (OFT366rev) previously issued by the Office of Fair Trading, as they were in effect immediately before 1 April 2014.

3Supervision manual (SUP)

SUP 3 (Auditors), SUP 10A (FCA Approved persons) and SUP 12 (Appointed representatives) (see Note 2) do not apply:

(1) to a firm with only an interim permission; or

(2) with respect to a credit-related regulated activity or operating an electronic system in relation to lending5 for which a firm has an interim permission that is treated as a variation of permission.

Note 2

A firm may not be a principal in relation to a regulated activity for which it has interim permission. A firm with interim permission may, however, be an appointed representative in relation to a regulated activity which it does not have interim permission to carry on (article 59 of the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No 2) Order 2013).

SUP 6 (Applications to vary and cancel Part 4A permission and to impose, vary or cancel requirements) applies:

(1) with necessary modifications to reflect Chapter 4 of Part 8 of the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No 2) Order 2013 (see Note 3);

(2) with the modifications to

SUP 6.3.15D and SUP 6.4.5D set out in paragraph 1.2 of this Schedule.

Note 3

If a firm with interim permission applies to the appropriate regulator under section 55A of the Act for Part 4A permission to carry on a regulated activity or under section 55H or 55I of the Act to vary a Part 4A permission that the firm has otherwise than by virtue of the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No 2) Order 2013 by adding a regulated activity to those to which the permission relates, the application may be treated by the appropriate regulator as relating also to some or all of the regulated activities for which the firm has interim permission.

SUP 11 (Controllers and close links) does not apply to a firm with only an interim permission (see Note 4).

Note 4

A firm is not to be regarded as an authorised person for the purposes of Part 12 of the Act (control over authorised person) if it has only an interim permission (see article 59 of the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No 2) Order 2013).

For a firm with only an interim permission

(1) SUP 15.5.1 R, SUP 15.5.2 G, SUP 15.5.4 R, SUP 15.5.5 R are modified so that the words "reasonable advance", "and the date on which the firm intends to implement the change of name" and "and the date of the change" are omitted; and

(2) SUP 15.7.1 R, SUP 15.7.4 R and SUP 15.7.5A R are modified so that a notification of a change in name, address or telephone number must be made using the online Consumer Credit Interim Permissions system available on the FCA's website.

(3) If in a notification to the FCA the firm is required to enter its FRN number it must include it interim permission number.

SUP 16 (Reporting requirements) does not apply to a firm with only an interim permission except in relation to data item CCR008.6

SUP 16.11 and SUP 16.12 apply to a firm, which was an authorised person immediately before 1 April 2014, with an interim permission that is treated as a variation of permission with respect to credit-related regulated activity or operating an electronic system in relation to lending5 as if the changes to SUP 16.11 and SUP 16.12 effected by the Consumer Credit (Consequential and Supplementary Amendments) Instrument 2014 had not been made, except in so far as those changes relate to data item CCR008.6

3Disputes Resolution: Complaints sourcebook (DISP)

DISP 1.10 (Complaints reporting rules) and DISP 1.10A (Complaints data publication rules) do not apply to a person with only an interim permission.

DISP 1.10 (Complaints reporting rules) and DISP 1.10A (Complaints data publication rules) apply to a firm, which was an authorised person immediately before 1 April 2014, with an interim permission that is treated as a variation of permission with respect to credit-related regulated activity or operating an electronic system in relation to lending5 as if the changes to DISP 1.10 and DISP 1.10A effected by the Consumer Credit (Consequential and Supplementary Amendments) Instrument 2014 had not been made.

3Consumer Credit sourcebook (CONC)

CONC 10 (Prudential requirements for debt management firms) does not apply:

(1) to a firm with only an interim permission; or

(2) with respect to credit-related regulated activity or operating an electronic system in relation to lending5 for which a firm has an interim permission that is treated as a variation of permission.

3Perimeter Guidance manual (PERG)

For a firm only with an interim permission, PERG 5.11.13 G is modified so that following the words "which does not otherwise consist of carrying on regulated activities" is added "(other than a regulated activity carried on by a firm only with an interim permission listed in article 59A of the Financial Services and Markets Act 2000 (Regulated Activities)(Amendment)(No.2) Order 2013 (SI 2013/1881) which is to be disregarded for this purpose)".

Article 59A enables a firm with only an interim permission which would be able to benefit from article 72B of the Regulated Activities Order, but for carrying on the new consumer credit regulated activities to continue to do so.
SUP 13A.1.2GRP
This chapter does not apply to:(1) an EEA firm that wishes to carry on in the United Kingdom activities which are outside the scope of its EEA right and the scope of a permission granted under Schedule 4 to the Act; in this case the EEA firm requires a "top-up permission" under Part 4A16 of the Act (see the appropriate UK regulator's website http://www.fca.org.uk/firms/about-authorisation/getting-authorised for the FCA and www.bankofengland.co.uk/pra/Pages/authorisations/newfirm/default.aspx
DISP 3.8.3RRP
So long as he has regard to the parties' rights of privacy, the Ombudsman may disclose information to the FCA5 or any other body exercising regulatory or statutory functions for the purpose of assisting that body or the Financial Ombudsman Service to discharge its functions.245
CASS 12.1.2GRP
United States ('US') legislation restricts the ability of non-US firms to trade on behalf of customers resident in the US ('US customers') on non-US futures and options exchanges. The relevant US regulator (the CFTC) operates an exemption system for firms authorised under the Act. Under the Part 30 exemption order, eligible firms may apply for confirmation of exemptive relief from Part 30 of the General Regulations under the US Commodity Exchange Act. In line with this system,
DISP 3.9.1ARRP
24The Ombudsman may designate members of the staff of FOS Ltd to exercise any of the powers of the Ombudsman relating to the consideration of a complaint apart from the powers to:(1) determine a complaint; or(2) authorise the disclosure of information to the FCA5 or any other body exercising regulatory or statutory functions.5
SUP 14.8.1GRP
For further guidance on passporting procedures, an incoming EEA firm may1 contact the FCA or PRA authorisations team,1 or their usual supervisory contact at the appropriate UK regulator1. Incoming Treaty firms and UCITS qualifiers may1 speak to their supervisory contact at the appropriate UK regulator1 in the first instance1111
REC 6A.1.1GRP
1Under section 312A of the Act, an EEA market operator may make arrangements in the United Kingdom to facilitate access to, or use of, a regulated market or multilateral trading facility operated by it if:(1) the operator has given its Home State regulator notice of its intention to make such arrangements; and(2) the Home State regulator has given the FCA3 notice of the operator's intention.3
PR 4.2.1RRP
If a prospectus relating to an issuer that has its registered office in a country that is not an EEA State is drawn up in accordance with the legislation of that country, the FCA may, if the United Kingdom is the Home State in relation to the issuer, approve the prospectus if it is satisfied that:(1) the prospectus has been drawn up in accordance with international standards set by international securities commission organisations, including the IOSCO disclosure standards; and(2)