1Introduction |
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1. |
TC Appendix 4E contains a list of appropriate qualifications for the purposes of TC 2.1.10 E. |
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2. |
This Appendix sets out: |
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(1) |
the criteria which the FCA may take into account when assessing a qualification provider; and |
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(2) |
the information the FCA will expect the qualification provider to provide if it asks the FCA to add a qualification to the list of appropriate qualifications in TC Appendix 4 E. |
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Criteria for assessing a qualification provider |
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3. |
The FCA will expect the qualification provider of an appropriate qualification to have, in the FCA's opinion: |
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(1) |
assessors and qualification developers who are trained and qualified; |
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(2) |
valid, reliable and robust assessment methods; |
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(3) |
robust governance and a clear separation of function between its qualification services and any other services it performs, including effective procedures for managing any conflicts of interest; |
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(4) |
procedures for reviewing and refreshing its syllabus and question banks to ensure that they are relevant and up to date; |
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(5) |
robust and credible procedures for assessing a candidate's demonstration of the learning outcomes specified in the relevant examination standards; |
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(6) |
robust arrangements for contingency and business continuity planning in relation to its qualification services; |
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(7) |
appropriate records management procedures in relation to its qualification services; |
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(8) |
procedures for dealing with inappropriate conduct by candidates, for example, attempting to obtain or obtaining qualifications dishonestly; |
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(9) |
robust procedures for the setting of assessments and marking of results; and |
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(10) |
adequate resources in order to be financially viable. |
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Information about the qualification to be provided to the FCA |
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4. |
If a qualification provider asks the FCA to add a qualification to the list of appropriate qualifications in TC Appendix 4 E, the FCA will expect the qualification provider to: |
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(1) |
where relevant, specify the qualifications framework within which the qualification is placed; |
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(2) |
specify the activity in TC Appendix 1 to which the qualification relates; |
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(3) |
set out the recommended prior knowledge, attainment or experience for candidates; |
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(4) |
where relevant, set out the exemption policy for a candidate's prior learning or achievement; |
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(5) |
provide the relevant learning materials to the FCA together with an explanation of how those learning materials correspond to the content of the most recent examination standards. Any content of the examination standards which has been excluded from the learning materials must be justified; |
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(6) |
where applicable, explain how grading is applied; |
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(7) |
where applicable, explain the provider's rules of combination; |
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(8) |
provide details of expected learning hours or any other similar arrangements; |
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(9) |
where applicable, specify the level of the overall qualification with reference to the relevant qualification framework or, if there is no relevant qualification framework, the European Qualifications Framework and the percentage of the qualification at that level, as well as the percentages and the levels for the remainder of the qualification; |
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(10) |
provide details of any credit for prior learning included in the qualification together with an explanation of how it meets the most recent examination standards; and |
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(11) |
provide an explanation of how the qualification compares in quality and standard to other similar qualifications. |
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Information about the qualification provider to be provided to the FCA |
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5. |
When considering whether to include or retain a qualification in the list of appropriate qualifications, the FCA may consider, where relevant: |
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(1) |
whether the qualification provider has in place suitable arrangements for: |
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(a) |
meeting its statutory duties in relation to equality and diversity; and |
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(b) |
reducing barriers to learning, for example, for candidates with learning difficulties; |
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(2) |
any concerns, issues or investigations which have been raised by the qualification provider's qualifications regulator; |
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(3) |
the annual pass rates of each of the relevant qualifications; |
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(4) |
the quality of the service the qualification provider provides to candidates in relation to qualifications and its complaints procedures; |
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(5) |
how the qualification provider maintains its qualifications to ensure they remain comparable to other qualifications in the same sector; and |
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(6) |
whether the qualification provider gives candidates reasonable notice of any syllabus change, change in method of assessment or pass standards; |
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(7) |
information supporting the criteria in TC Appendix 5G paragraph 3. |
Related provisions for PERG 6.5.2
1Note: The following definitions relevant to the prospectus rules are extracted from the Glossary.
Act |
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admission to trading |
admission to trading on a regulated market. |
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advertisement |
(as defined in the PD Regulation) announcements: |
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(1) |
relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and |
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(2) |
aiming to specifically promote the potential subscription or acquisition of securities.4 |
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applicant |
an applicant for approval of a prospectus or supplementary prospectus relating to transferable securities. |
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asset backed security |
(as defined in the PD Regulation) securities which: |
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(1) |
represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable thereunder; or |
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(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. |
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base prospectus |
a base prospectus referred to in PR 2.2.7 R. |
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body corporate |
(in accordance with section 417(1) of the Act (Definitions) any body corporate, including a body corporate constituted under the law of a country or territory outside the United Kingdom; |
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building block |
(as defined in the PD Regulation) a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up.4 |
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collective investment undertaking other than the closed-end type |
(in PR) (as defined in Article 2.1(o) of the prospectus directive) unit trusts and investment companies: |
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(1) |
the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk-spreading; |
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(2) |
the units of which are, at the holder's request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings.4 |
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any body corporate. |
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Consolidated Admissions and Reporting Directive |
Directive 2001/34/EC of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities. |
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credit institution |
as defined in article 4(1)(1) of the 7EUCRR.7 77 |
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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. |
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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. |
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equity security |
(as defined in Article 2.1(b) of the prospectus directive) shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of the said issuer. |
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equity share |
shares comprised in a company'sequity share capital. |
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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. |
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8ESMA Prospectus Opinion |
the opinion published by ESMA on the ‘Format of the base prospectus and consistent application of Article 26(4) of the Prospectus Regulation’ (ESMA/2013/1944). |
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8ESMA Prospectus Questions and Answers |
the Questions and Answers for prospectuses published by ESMA (ESMA/2014/1279). |
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ESMA Prospectus Recommendations8 8 |
the ESMA update of the CESR8recommendations: The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (ESMA/2013/319).8 8 |
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executive procedures |
the procedures relating to the giving of warning notices, decision notices and supervisory notices that are described in DEPP 4 (Decision by FCA staff under executive procedures)2. 22 |
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FCA |
the Financial Conduct Authority. |
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guarantee |
(as defined in the PD Regulation) any arrangement intended to ensure that any obligation material to the issue will be duly serviced, whether in the form of guarantee, surety, keep well agreement, mono-line insurance policy or other equivalent commitment. |
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guarantor |
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Home State or Home Member State |
(as defined in section 102C of the Act) in relation to an issuer of transferable securities, the EEA State which is the "home Member State" for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive). |
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Host State or Host Member State |
(as defined in Article 2.1(n) of the prospectus directive) the EEA State where an offer to the public is made or admission to trading is sought, when different from the home State. |
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issuer |
(as defined in section 102A of the Act) a legal person who issues or proposes to issue the transferable securities in question.4 |
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(in PR) (as defined in section 87A(9) and (10) of the Act) the information which is essential to enable investors to understand the transferable securities to which the prospectus relates and decide whether to consider the offer further. The key information must include: |
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(a) |
the essential characteristics of, and risks associated with, the issuer and any guarantor, including their assets, liabilities and financial positions; |
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(b) |
the essential characteristics of, and risks associated with, investment in the transferable securities, including any rights attaching to the securities; |
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(c) |
the general terms of the offer, including an estimate of the expenses charged to an investor by the issuer and the offeror, if not the issuer; |
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(d) |
details of the admission to trading; and |
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(e) |
the reasons for the offer and proposed use of the proceeds. |
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(a) |
a body corporate incorporated under the Limited Liability Partnerships Act 2000; |
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(b) |
a body corporate incorporated under legislation having the equivalent effect to the Limited Liability Partnerships Act 2000. |
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The European Parliament and Council Directive on markets in financial instruments (No. 2004/39/EC). See also MiFID Regulation and MiFID implementing Directive.3 |
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non-equity transferable securities |
(as defined in section 102A of the Act) all transferable securities that are not equity securities. |
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Note: In the prospectus directive and the PD Regulation, the Commission uses the term "non-equity securities" rather than "non-equity transferable securities". |
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offer |
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offer of transferable securities to the public |
(as defined in section 102B of the Act), in summary: |
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(a) |
a communication to any person which presents sufficient information on:
to enable an investor to decide to buy or subscribe for the securities in question; |
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(b) |
which is made in any form or by any means; |
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(c) |
including the placing of securities through a financial intermediary; |
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(d) |
but not including a communication in connection with trading on:
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Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act. |
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offering programme |
(as defined in Article 2.1(k) of the prospectus directive) a plan which would permit the issuance of non-equity securities, including warrants in any form, having a similar type and/or class, in a continuous or repeated manner during a specified issuing period. |
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offeror |
a person who makes an offer of transferable securities to the public. |
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(in relation to a body corporate) (as defined in section 400(5) of the Act (Offences by bodies corporate etc)) a director, member of the committee of management, chief executive, manager, secretary, or other similar officer of the body, or a person purporting to act in that capacity or a controller of the body. |
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overseas company |
a company incorporated outside the United Kingdom. |
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Part 6 rules |
(in accordance with section 73A(1) of the Act), rules made for the purposes of Part 6 of the Act. |
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5partnership |
(in accordance with section 417(1) of the Act (Definitions)) any partnership, including a partnership constituted under the law of a country or territory outside the United Kingdom, but not including a limited liability partnership. |
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PD |
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PD Regulation |
Regulation number 809/2004 of the European Commission. |
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person |
(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporated that is, a natural person, a legal person and, for example, a partnership). |
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PR |
the Prospectus Rules sourcebook. |
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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. |
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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. |
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property collective investment undertaking |
(as defined in the PD Regulation) a collective investment undertaking whose investment objective is the participation in the holding of property in the long term. |
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prospectus |
a prospectus required under the prospectus directive. |
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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). |
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Prospectus RTS Regulation8 |
the Commission Delegated Regulation (EU) No 382/2014 supplementing Directive 2003/71/EC of the European Parliament and of the Council with regard to regulatory technical standards for publication of supplements to the prospectus. |
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Prospectus Rules |
(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities. |
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Public international body |
(as defined in the PD Regulation) a legal entity of public nature established by an international treaty between sovereign States and of which one or more Member States are members. |
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qualified investor |
(as defined in section 86(7) of the Act) in relation to an offer of transferable securities:4 |
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(a) |
a person or entity described in points (1) to (4) of Section I of Annex II to MiFID, other than a person who, before the making of the offer, has agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with MiFID; or4 4 |
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(b) |
a person who has made a request to one or more relevant firms to be treated as a professional client in accordance with Section II of Annex II to MiFID and has not subsequently, but before the making of the offer, agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II of MiFID; or4 4 |
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(c) |
a person who is recognised as an eligible counterparty in accordance with article 24 of MiFID and has not, before the making of the offer, agreed in writing with the relevant firm (or each of the relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II of MiFID; or4 4 |
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(d) |
a person whom any relevant firm is authorised to continue to treat as a professional client in accordance with article 71(6) of MiFID.4 |
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registration document |
a registration document referred to in PR 2.2.2 R. |
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regulated information |
(as defined in the PD Regulation) all information which the issuer, or any person who has applied for the admission of securities to trading on a regulated market without the issuer’s consent, is required to disclose under Directive 2001/34/EC or under Article 6 of Directive 2003/6/EC.3 |
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regulated market |
a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments in the system and in accordance with its non-discretionary rules in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of MiFID.3 |
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RIS |
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risk factors |
(as defined in the PD Regulation) a list of risks which are specific to the situation of the issuer and/or the securities and which are material for taking investment decisions. |
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rule |
(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FCA under the Act. |
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schedule |
(as defined in the PD Regulation) a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved. |
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securities issued in a continuous and repeated manner |
(as defined in Article 2.1(l) of the prospectus directive) issues on tap or at least two separate issues of securities of a similar type and/or class over a period of 12 months. |
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securities note |
a securities note referred to in PR 2.2.2 R. |
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small and medium-sized enterprise |
(as defined in Article 2.1(f) of the prospectus directive) companies, which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding €43,000,000 and an annual net turnover not exceeding €50,000,000. |
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special purpose vehicle |
(as defined in the PD Regulation) an issuer whose objects and purposes are primarily the issue of securities. |
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statutory notice associated decision |
a decision which is made by the FCA and which is associated with a decision to give a statutory notice, including a decision: |
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statutory notice decision |
a decision by the FCA on whether or not to give a statutory notice. |
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(a) |
to determine or extend the period for making representations; |
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(b) |
to determine whether a copy of the statutory notice needs to be given to any third party and the period for him to make representations; |
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(c) |
to refuse access to FCA material; |
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(d) |
as to the information which it is appropriate to publish about the matter to which a final notice or an effective supervisory notice relates. |
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summary |
(in relation to a prospectus) the summary included in the prospectus. |
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supplementary prospectus |
a supplementary prospectus containing details of a new factor, mistake or inaccuracy. |
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transferable security |
(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFID3, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months. 3 |
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Note: In the prospectus directive and PD regulation, the Commission uses the term "security" rather than "transferable security". |
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umbrella collective investment scheme |
(as defined in the PD Regulation) a collective investment undertaking invested in one or more collective investment undertakings, the asset of which is composed of separate class(es) or designation(s) of securities. |
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United Kingdom |
England and Wales, Scotland and Northern Ireland (but not the Channel Islands or the Isle of Man). |
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units of a collective investment scheme |
(as defined in Article 2.1(p) of the prospectus directive) securities issued by a collective investment undertaking as representing the rights of the participants in such an undertaking over its assets. |
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working day |
(as defined in section 103 of the Act) any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom. |
Applicable sections (see SUP 11.1.1 R)
Category of firm |
Applicable sections |
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(1) |
A UK domestic firm other than a building society, a non-directive friendly society5, a non-directive firm45or (in the case of an FCA-authorised person) a firm with only a limited permission3 54 |
All except SUP 11.3, SUP 11.4.2A RandSUP 11.4.4 R3 |
(1A) |
(a) In the case of an exempt change in control (see Note), SUP 11.1, SUP 11.2andSUP 11.9 (b) In any other case, all except SUP 11.3andSUP 11.4.4 R3 9 |
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(2) |
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(2A) 3 |
4 | all exceptSUP 11.3, SUP 11.4.2 R, 4andSUP 11.4.4 R3 |
5(2B) |
(In the case of an FCA-authorised person) a firm with only a limited permission |
All except SUP 11.3, SUP 11.4.2 R , and SUP 11.4.4 R |
(3) |
All except SUP 11.3, SUP 11.4.2 R, SUP 11.4.2A R, 4, SUP 11.4.9 G, SUP 11.5.8 G to SUP 11.5.10 G, SUP 11.6.2 R, SUP 11.6.3 R, 4, SUP 11.73 |
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Note |
In row (1A), a change in control is exempt if the controller or proposed controller is exempt from any obligation to notify the appropriate regulator9 under Part XII of the Act (Control Over Authorised Persons9) because of The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/7744). (See SUP 11.3.2A G).21 944994494 |