Related provisions for PERG 6.5.2

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REC 3.7.1RRP
Where the auditors of a UK recognised body cease to act as such, that UK recognised body must immediately give the FCA1notice of that event, and the following information:1(1) whether the appointment of those auditors expired or was terminated;(2) the date on which they ceased to act; and(3) if it terminated, or decided not to renew, their appointment, its reasons for taking that action or decision.
REC 3.7.2RRP
Where a UK recognised body appoints new auditors, that body must immediately give the FCA1notice of that event, and the following information:1(1) the name and business address of those new auditors; and(2) the date of their appointment as auditors.
MCOB 2.6A.4GRP
(1) In the FCA's view, a customer's interests will include:4(a) protection of the customer's rights under the plan, in particular the right to occupy the property throughout its term;(b) protection of any interest (legal or beneficial) that the customer retains, acquires or is intended to acquire in the property, including the expectation that such interests will be unencumbered by third party interests; 4(c) that, where a customer pays sums under a home purchase plan towards
MCOB 2.6A.10GRP
A firm is also unlikely to be treating its customer fairly if, upon termination of an agreement under a home purchase plan, home reversion plan or regulated sale and rent back agreement,2 the customer does not receive (net of any reasonable sums payable by the customer):(1) in the case of a home reversion plan or regulated sale and rent back agreement2 where the customer retains a beneficial interest in the property, the value of that beneficial interest; or(2) in the case of
MCOB 2.6A.14GRP
Members of the Royal Institution of Chartered Surveyors, for example, are required to operate a complaints procedure that allows the complaint to be referred to an independent person whose decision binds the valuer and which, in the FCA's view, provides a customer with an appropriate remedy.
MCOB 2.6A.18GRP
A person may enter into a home reversion plan or regulated sale and rent back agreement2 as provider or agreement provider2 without being regulated by the FCA (or an exempt person) if the person does not do so by way of business (see PERG 14.5). If a firmarranges or makes arrangements2 for such a person to enter into a home reversion plan or regulated sale and rent back agreement2 as provider or agreement provider, the firm will be responsible for ensuring that the reversion occupier's
EG 19.13.1RP
1The FCA is a competent authority under the CPC Regulation, which aims to encourage and facilitate co-operation between competent authorities across the EU in consumer protection matters. The FCA is a competent authority for the purposes of specified EU consumer protection laws27 in the context of the regulated activities of authorised firms and of breaches by UK firms concerning “specified contracts” as defined in the Financial Services (Distance
EG 19.13.4RP
1Under the CPC Regulation the FCA can request information from competent authorities in other member states to help it determine whether a relevant breach has taken, or may take, place. The FCA can also request that competent authorities in the relevant member states take action without delay to stop or prohibit the breach. All competent authorities are required to notify their counterparts in relevant member states when they become aware of actual or possible breaches of European
EG 19.13.5RP
1The FCA may use its powers under the Act or under Part 8 of the Enterprise Act (for which, see paragraphs 19.10.1 to 19.10.15 above) in order to fulfil its obligations under the CPC Regulation. The FCA will decide on a case-by-case basis which powers will enable it to obtain its desired outcomes in the most effective and efficient way. In the majority of cases this is more likely to be by using its powers under the Act.
COLL 12.3.4RRP
(1) An EEA UCITS management company which applies to manage a UCITS scheme under paragraph 15A(1) of Schedule 3 to the Act must provide the FCA with the following documents:(a) the written contract3 that has been entered into with the depositary3 of the scheme, as referred to in article 22(2) of the UCITS Directive3; (b) information on any delegation arrangements it has made regarding the functions of investment management and administration, as referred to in Annex II of the
COLL 12.3.5RRP
An EEA UCITS management company that manages a UCITS scheme must comply with the rules of the FCAHandbook which relate to the constitution and functioning of the UCITS scheme (the fund application rules), as follows:(1) the setting up and authorisation of the UCITS scheme (COLL 1 (Introduction), COLL 2 (Authorised fund applications), COLL 3 (Constitution), COLL 6.5 (Appointment and replacement of the authorised fund manager and the depositary), COLL 6.6 (Powers and duties of
COLL 12.3.6RRP
(1) An EEA UCITS management company that manages a UCITS scheme must establish appropriate procedures and arrangements to make information available at the request of the public or the FCA.(2) The EEA UCITS management company must ensure that the procedures and arrangements it establishes in accordance with (1), enable the FCA to obtain any information it requests directly from the management company.[Note: article 15 second paragraph and article 21(2) third paragraph, of the
PERG 9.4.3GRP
In the FCA's view, it is the very existence of the body corporate that is the collective investment scheme. There are a number of statutory references that support this view. For example, it is clear that paragraph 21 of the Schedule to the Financial Services and Markets Act 2000 (Collective Investment Schemes) Order 2001 (SI 2001/1062) (Arrangements not amounting to a collective investment scheme) is drafted on the basis that it is the body corporate itself that is (or would
PERG 9.4.4GRP
Analysing a typical corporate structure in terms of the definition of a collective investment scheme, money will be paid to the body corporate in exchange for shares or securities issued by it. The body corporate becomes the beneficial owner of that money in exchange for rights against the legal entity that is the body corporate. The body corporate then has its own duties and rights that are distinct from those of the holders of its shares or securities. Such arrangements will,
PERG 9.4.6GRP
In the FCA's view, the question of what constitutes a single scheme in line with section 235(4) of the Act does not arise in relation to a body corporate. This is simply because the body corporate is itself a collective investment scheme (and so is a single scheme). Section 235(4) contemplates a 'separate' pooling of parts of the property that is subject to the arrangements referred to in section 235(1). But to analyse a body corporate in this way requires looking through its
SUP 10C.8.1RRP
2A person performs the other local responsibility function in relation to a branch maintained in the United Kingdom by a third-country relevant authorised person if that person: (1) is performing:(a) a function allocated to that person under SYSC 4.8.10R (Local responsibility for a firm’s activities, business areas and management functions) in relation to the firm; or (b) FCA-prescribed senior management responsibility number (8) in the table in SYSC 4.8.9R (functions in relation
SUP 10C.8.3GRP

Table: Examples of how the other local responsibility function applies

Example

Comments

(1) ‘A’ is allocated local responsibility for one of a branch’s main business lines. A is also appointed to perform a PRA-designated senior management function for the same branch.

A only needs approval to perform the PRA-designated senior management function.

(2) ‘A’ is outside the branch’s management structure and A’s responsibilities for the branch are limited to setting overall strategy for the branch. A does not have responsibility for implementing that strategy.

A is not performing the other local responsibility function. The reason for this is explained in SYSC 4.8.27G. SUP 10C.8.1R(2) is irrelevant to this example.

(3) A small branch undertakes two business lines (wholesale lending and corporate investments). ‘A’ is head of wholesale lending and is also an executive director of the branch. ‘B’ is head of corporate investments and does not sit on the branch management committee but reports to it on corporate investments. The branch allocates local responsibility for these functions to A and B. Neither A nor B performs any other PRA or FCA-designated senior management functions.

A only needs approval to perform the executive director function3. B needs approval to perform the other local responsibility function.

(4) A branch does not have a Head of Internal Audit. ‘P’ is allocated local responsibility for internal audit in relation to that branch.

P needs approval to perform the other local responsibility function. However, if P has already been approved to perform another PRA or FCA designated senior management function, then P will not be performing the other local responsibility function.

(5) ‘A’ is appointed to perform the executive3director function. The same branch also allocates local responsibility for some branch functions to A.

A only needs approval to perform the executive3director function.

(6) ‘A’ is approved to perform the other local responsibility function. Later, A is appointed to perform the executive3director function for the same firm.

A requires approval for the other local responsibility function when A is first appointed. When A is later approved to perform the executive3director function, A stops performing the other local responsibility function. The firm should use Form E to apply for approval for A to perform the executive3director function.

(7) ‘A’ is appointed to perform:

(a) the compliance oversight function for one firm (Firm X) in a group (which may or may not be a relevant authorised person); and

(b) a function coming within the scope of the other local responsibility function for another firm (which is a third-country relevant authorised person) in the same group (Firm Y).

A needs approval to perform the compliance oversight function for Firm X and the other local responsibility function for Firm Y.

(8) ‘A’ is appointed to take on some functions that come within the other local responsibility function. Later, A is appointed as chief risk officer.

On A’s first appointment, A will need to be approved to perform the other local responsibility function.

On being approved as chief risk officer, A stops performing the other local responsibility function as being chief risk officer is a PRA designated senior management function.

(9) ‘A’ is appointed as an executive director. A then resigns and takes up a job with the same firm coming within the other overall responsibility function.

On A’s first appointment, A will need to be approved to perform the executive3director function. A will need to get approval to perform the other overall responsibility function before A gives up being a director.

Note: Local responsibility is explained in SYSC 4.8.10R (Third-country relevant authorised persons: Allocation of responsibilities)
SUP 10C.8.5GRP
(1) The definition of the EEA branch senior manager function (SMF21) is similar to that of the significant management FCA-specified significant-harm function under SYSC 5.2.35R. However, only the former is an FCA-designated senior management function.(2) The main differences are:(a) SUP 10C.8.4R(2)(d) is not included in the significant management FCA-specified significant-harm function; and(b) the overriding requirements in SUP 10C.3 (General material about the definition of controlled
COLL 12.4.1RRP
(1) This section applies to:(a) an authorised fund manager of an AUT, ACS1 or ICVC;(b) any other director of an ICVC; and(c) an ICVC;which is a UCITS scheme whose units may be marketed in another EEA State (the Host State).(2) The marketing of units of a UCITS scheme in the Host State may not commence until the FCA has, in accordance with paragraph 20B(5) (Notice of intention to market) of Schedule 3 to the Act, notified the authorised fund manager, in response to the application
COLL 12.4.4RRP
(1) The authorised fund manager of a UCITS scheme whose units are being marketed in the Host State must ensure that:(a) its instrument constituting the fund,2 its prospectus and, where appropriate, its latest annual report and any subsequent half-yearly report; and2(b) its key investor information document;together with their translations (wherever necessary), are kept up to date.(2) The authorised fund manager must notify any amendments to the documents referred to in (1) to
COLL 12.4.8RRP
(1) The authorised fund manager of a UCITS scheme whose units are being marketed in a Host State must ensure that an electronic copy of each document referred to in COLL 12.4.4 R (1) is made available on: (a) the website of the UCITS scheme or the authorised fund manager; or(b) another website designated by the authorised fund manager in the notification letter submitted to the FCA under paragraph 20B of Schedule 3 to the Act or any updates to it. (2) Any document that is made
PERG 5.4.3GRP
As regards PERG 5.4.2G (1), the Business Order does not provide a definition of 'remuneration', but, in the FCA's view, it has a broad meaning and covers both monetary and non-monetary rewards. This is regardless of who makes them. For example, where a person pays discounted premiums for his own insurance needs in return for bringing other business to an insurance undertaking, the discount would amount to remuneration for the purposes of the Business Order. Remuneration can also
PERG 5.4.4GRP
As regards PERG 5.4.2G (2), in the FCA's view, for a person to take up or pursue insurance mediation activity by way of business, he will usually need to be carrying on those activities with a degree of regularity. The person will also usually need to be carrying on the activities for commercial purposes. That is to say, he will normally be expecting to gain a direct financial benefit of some kind. Activities carried on out of friendship or for altruistic purposes will not normally
PERG 5.4.7GRP
PERG 5.4.8 G contains a table that summarises the main issues surrounding the business test as applied to insurance mediation activities and that may assist persons to determine whether they will need authorisation or exemption. The approach taken in the table involves identifying factors that, in the FCA's view, are likely to play a part in the analysis. Indicators are then given as to the significance of each factor to the person's circumstances. By analysing the indicators
SUP 10C.1.2GRP
This chapter is also relevant to FCA-approved SMF managers of a relevant authorised person.
SUP 10C.1.5GRP
(1) 2SUP 10C.1.4R reflects the provisions of section 59(8) of the Act and, where relevant, the Treaty.(2) It preserves the principle of Home State prudential regulation. (3) For an EEA relevant authorised person, the effect is to reserve to the Home State regulator the assessment of fitness and propriety of a person performing a function in the exercise of an EEA right. A member of the governing body, or the notified3UKbranchmanager, of an EEA relevant authorised person, acting
SUP 10C.1.8GRP
(1) SUP 10A.1.15R to SUP 10A.1.16DG (Appointed representatives) deal with the approved persons regime for appointed representatives of relevant authorised persons. (2) In general this chapter does not apply to appointed representatives of relevant authorised persons. SUP 10A applies instead.(3) In theory, a person employed by an appointed representative of a relevant authorised person could come within one of the controlled functions in this chapter. If so, that person will
LR 1.4.1RRP
(1) If it appears to the FCA that there is, or there may be, a breach of the listing rules or the disclosure rules and transparency rules4 by an issuer with a premium listing4, the FCA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules, the disclosure rules and the transparency rules4.4(2) If required to do so under (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the application of
LR 1.4.3RRP
A listed overseas company must, if required to do so by the FCA, provide the FCA with a letter from an independent legal adviser explaining why compliance with a requirement referred to in LR 1.4.2 R is contrary to the law in its country of incorporation.
LR 1.4.6RRP
A document that is required under a listing rule to be filed, notified to a RIS, provided to the FCA or sent to security holders must be in English.
TC 2.1.10AGRP
16TC Appendix 5G sets out:(1) the criteria which the FCA may take into account when assessing a qualification provider; and(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 4E.
TC 2.1.30GRP
The Glossary definition of accredited body contains a list of bodies recognised by the FCA for the purpose of providing the independent verification required under TC 2.1.27 R. Information on accredited bodies, including guidance on the process for including a body in the list is set out inTC Appendix 6G and the obligation to pay the application fee is set out in FEES 3.2.1717
TC 2.1.31RRP
17A firm must notify the FCA as soon as reasonably practicable after it becomes aware, or has information which reasonably suggests, that any of the following events has occurred or may have occurred in relation to any of its retail investment advisers, and the event is significant:(1) a retail investment adviser, who has been assessed as competent for the purposes of TC 2.1.1 R, is no longer considered competent for those purposes; (2) a retail investment adviser has failed to
TC 2.1.33GRP
17The Retail Investment Adviser Competence Notification Form approved by the FCA for notifications under TC 2.1.31 R may be found at the FCA's website www.fca.org.uk/firms/being-regulated/approved/notification-of-competence23.
REC 2.5A.3GRP
The guidance in this section concerns the effect of PIDA in the context of the relationship between UK recognised bodies and the FCA.2 It is not comprehensive guidance on PIDA itself.2
REC 2.5A.6GRP
(1) UK recognised bodies are encouraged to consider adopting appropriate internal procedures which will encourage their workers with concerns to blow the whistle internally about matters which are relevant to the functions of the FCA.22(2) In considering appropriate internal procedures, UK recognised bodiesmay find the guidance provided to firms in SYSC 18.2.2 G (2) and SYSC 18.2.2 G (3)1 helpful.1
REC 2.5A.7GRP
In determining whether a UK recognised body is a fit and proper person, the FCA2 may have regard to any relevant factor including, but not limited to, how the UK recognised body and key individuals have complied with any relevant law (see REC 2.4.3 G (9)).2
FIT 2.1.1GRP
In determining a person's honesty, integrity and reputation, the FCA5 will have regard to all relevant 3matters including, but not limited to, those set out in FIT 2.1.3 G which may have arisen either in the United Kingdom or elsewhere. The FCA5 should be informed of these matters (see SUP 10A.14.17 R and SUP 10C.14.18R5), but will consider the circumstances only where relevant to the requirements and standards of the regulatory system. For example, under FIT 2.1.3 G(1), conviction
FIT 2.1.2GRP
In considering the matters in FIT 2.1.1 G, the FCA5 will look at whether the person's reputation might have an adverse impact upon the firm for which the controlled function is or is to be performed and at the person's responsibilities.5
FIT 2.1.3GRP
The matters referred to in FIT 2.1.1 G to which the FCA5 will have regard, and to which a relevant authorised person should also have regard, 5include, but are not limited to:55(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
SUP 14.6.3ARRP
4An EEA firm that has exercised an EEA right under the auction regulation to establish a branch in the United Kingdom must notify the FCA7 by email to 7emissionstrading@fca.org.uk7 when it ceases to carry on regulated activities through a branch passport in the United Kingdom or whenever possible thereafter.
SUP 14.6.3BGRP
4 The sole purpose of the notification in SUP 14.6.3A R is to inform the FCA7 that it may discontinue its supervision of the UK branch of the incoming EEA firm's compliance with the applicable provisions. The applicable provisions that apply to that branch are set out in SUP 13A Annex 1 (Application of the Handbook to Incoming EEA Firms).7
SUP 14.6.11GRP
Section 36 of the Act states that a UCITS qualifier may ask the FCA7 to give a direction cancelling its authorisation under paragraph 1(1) of Schedule 5 to the Act. UCITS qualifiers should also refer to COLLG 3.1.11 G (Revocation of recognition of overseas schemes (section 279)3).1733
REC 3.18.1GRP
(1) The purpose of REC 3.18 is to enable the FCA4 to monitor changes in the types of member admitted by UK recognised bodies and to ensure that the FCA4has notice of foreign jurisdictions in which the members of UK recognised bodies are based. UK recognised bodies may admit persons who are not authorised persons or persons who are not located in the United Kingdom, provided that the recognition requirements2or (for RAPs) RAP recognition requirements continue to be met.44(2) REC
REC 3.18.2RRP
Where a UK recognised body admits a member who is not an authorised person of a type of which, immediately before that time, that UK recognised body had not admitted to membership, it must immediately give the FCA4notice of that event, and:4(1) a description of the type of person whom it is admitting to membership; 2(2) (in relation to a UK RIE ) 2particulars of its reasons for considering that, in admitting that type of person to membership, it is able to continue to satisfy
REC 3.18.3RRP
Where a UK recognised body admits for the first time a member whose head or registered office is in a jurisdiction from which that UK recognised body has not previously admitted members, it must immediately give the FCA4notice of that event, and:4(1) the name of that jurisdiction; (2) the name of any regulatory authority in that jurisdiction which regulates that member in respect of activities relating to specified investments or (for an RAP) relating to emissions auction products;
SYSC 5.1.5AGRP
2If a firm requires employees who are not subject to a qualification7 requirement in TC 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
SYSC 4.1.1RRP
3(1) A firm must have robust governance arrangements, which include a clear organisational structure with well defined, transparent and consistent lines of responsibility, effective processes to identify, manage, monitor and report the risks it is or might be exposed to, and internal control mechanisms, including sound administrative and accounting procedures and effective control and safeguard arrangements for information processing systems.8(2) [deleted]1313[Note: article 74
SYSC 4.1.1FGRP
19SYSC 18 (Guidance on Public Interest Disclosure Act: Whistleblowing) contains further guidance on the effect of the Public Interest Disclosure Act 1998 in the context of the relationship between firms and the FCA.
SYSC 4.1.8GRP
The matters dealt with in a business continuity policy should include:(1) resource requirements such as people, systems and other assets, and arrangements for obtaining these resources;(2) the recovery priorities for the firm's operations; (3) communication arrangements for internal and external concerned parties (including the appropriate regulator, clients and the press);(4) escalation and invocation plans that outline the processes for implementing the business continuity
SYSC 4.1.9RRP
A common platform firm and a management company10 must establish, implement and maintain accounting policies and procedures that enable it, at the request of the appropriate regulator, to deliver in a timely manner to the appropriate regulator financial reports which reflect a true and fair view of its financial position and which comply with all applicable accounting standards and rules.[Note: article 5(4) of the MiFID implementing Directive and article 4(4) of the UCITS implementing
MCOB 1.6.2GRP
Principle 2 requires a firm to conduct its business with due skill, care and diligence. The purpose of MCOB 1.6.3 R is to reinforce this. The FCA would expect firms to take appropriate steps to determine whether any mortgage it proposes to enter into is subject to FCA regulation and, if so, whether it is a regulated mortgage contract or a regulated credit agreement4.
MCOB 1.6.4RRP
If, notwithstanding the steps taken by a firm to comply with MCOB 1.6.3 R, it transpires that a mortgage which the firm has treated as unregulated or as a regulated credit agreement4 is in fact a regulated mortgage contract, the firm must as soon as practicable after the correct status of the mortgage has been established:(1) contact the customer and provide him with the following information in a durable medium:(a) a statement that the mortgage contract is a regulated mortgage
MCOB 1.6.5GRP
(1) MCOB 1.6.4 R(2) means, for example, that if a firm discovered immediately after completion that a loan was a regulated mortgage contract, the firm would be required to comply with MCOB 7.4 (Disclosure at the start of the contract).(2) Although MCOB 1.6.4 R recognises that firms may become aware that a mortgage is a regulated mortgage contract at a late stage, the FCA expects this to be an extremely rare occurrence. It could arise, for example, if a firm has acted on the understanding,
PR 2.2.4RRP
An issuer, offeror or person requesting admission who already has a registration document approved by the FCA is required to draw up only the securities note and the summary when transferable securities are offered or a request is made for admission to trading. [Note: article 12.1 PD]
PR 2.2.9RRP
If the final terms of the offer are not included in the base prospectus or a supplementary prospectus:5(1) the final terms must be:55(a) filed with the FCA; and5(b) made available to the public6; 576[Note: See PR 3.2 for the requirements regarding making final terms available to the public]5(2) the base prospectus must disclose the criteria and/or the conditions in accordance with which the above elements will be determined or, in the case of price, the maximum price. [Note: article
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.
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GENPRU 3.2.6GRP
The appropriate regulator believes that it will only be right to adopt the option in GENPRU 3.2.5 G in response to very unusual group structures.
GENPRU 3.2.9RRP
If the Part 4A permission of a firm contains a requirement obliging it to comply with this rule with respect to a third-country banking and investment group of which it is a member, it must comply, with respect to that third-country banking and investment group, with the rules in Part 2 of GENPRU 3 Annex 2, as adjusted by Part 3 of that annex.