Related provisions for MCOB 2.7.3

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COBS 2.5.1RRP
(1) 1A firm must not enter into an agreement with a client under which a charge is, or may become, payable for an optional additional product unless the client has actively elected to obtain that specific product. (2) A firm must not impose a charge on a client for an optional additional product under an agreement entered into on or after 1 April 2016 unless the client has actively elected to obtain that specific product before becoming bound to pay the charge.(3) A firm must
PERG 4.11.20GRP
In most cases, there will be no preliminary agreement to enter into a regulated mortgage contract in advance of entering into the contract itself. Moreover, the exclusions relevant to a regulated activity are taken into account to determine whether a person is agreeing to carry on that regulated activity. So, for example, agreeing to arrange regulated mortgage contracts in cases where borrower and service provider are overseas, would not be regulated activities because the activities
PERG 7.3.1-AGRP
6Under article 53(2) of the Regulated Activities Order (Advising on investments), advising a person is a specified kind of activity if:(1) the advice is given to the person in their capacity as a lender or potential lender under a relevant article 36H agreement (defined in article 53(4) of the Regulated Activities Order) or as an agent for a lender or potential lender under such an agreement; and(2) it is advice on the merits of their doing any of the following (whether as principal
SYSC 8.1.9RRP
A common platform firm must ensure that the respective rights and obligations of the firm and of the service provider are clearly allocated and set out in a written agreement.[Note: article 14(3) of the MiFID implementing Directive]
RCB 2.3.11GRP
Counterparty risk is the risk that the counterparty to a transaction could default before the final settlement of the transactions cash flows. The relevant factors the FCA may consider include whether the:(1) counterparty has an appropriate credit rating;(2) counterparty can unilaterally terminate the hedging agreement, and if so under what circumstances;(3) contractual arrangements contain appropriate termination procedures (for example, what provisions apply in the event of
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
REC 2.17.2UKRP

Schedule to the Recognition Requirements Regulations, Part II

2Paragraph 10 (Default rules in respect of market contracts)

(1)

The [UK RIE] must havedefault ruleswhich, in the event of amemberof the [UK RIE] being or appearing to be unable to meet his obligations in respect of one or moremarket contracts, enable action to be taken in respect of unsettledmarket contractsto which he is party.

(2)

The [default rules] may authorise the taking of the same or similar action in relation to amemberwho appears to be likely to become unable to meet his obligations in respect of one or moremarket contracts.

(3)

The [default rules] must enable action to be taken in respect of all unsettledmarket contracts, other than those entered into for the purposes of or in connection with the provision of clearing services for the [UK RIE].

3(4)

Sub-paragraph (5) applies where the exchange has arrangements for transacting business with, or in relation to common members of, a [recognised clearing house] or another [recognised investment exchange].

3(5)

A [UK RIE] must have [default rules] which in the event of the clearing house or the investment exchange being or appearing to be unable to meet its obligations in respect of one or more [market contracts], enable action to be taken in respect of unsettled [market contracts] to which that person is a party.

Paragraph 11 (Content of rules)

(1)

This paragraph applies as regards contracts falling within section 155(2)(a) of the Companies Act [1989].

(2)

The [default rules] must provide -

(a)

for all rights and liabilities between those party as principal to unsettledmarket contractsto which the defaulter is party as principal to be discharged and for there to be paid by one party to the other such sum of money (if any) as may be determined in accordance with the [default rules];

(b)

for the sums so payable in respect of different contracts between the same parties to be aggregated or set off so as to produce a net sum; and

(c)

for the certification by or on behalf of the [UK RIE] of the net sum payable or, as the case may be, of the fact that no sum is payable.

(3)

The reference in sub-paragraph (2) to rights and liabilities between those party as principal to unsettledmarket contractsdoes not include rights and liabilities -

(a)

in respect of margin; or

(b)

arising out of a failure to perform amarket contract.

(4)

The [default rules] may make the same or similar provision, in relation to [designated non-members] designated in accordance with the procedures mentioned in sub-paragraph (5), as in relation tomembersof the [UK RIE].

(5)

If such provision is made as is mentioned in sub-paragraph (4), the [UK RIE] must have adequate procedures -

(a)

for designating thepersons, or descriptions of person, in respect of whom action may be taken;

(b)

for keeping under review the question whichpersonsor descriptions of person should be or remain so designated; and

(c)

for withdrawing such designation.

(6)

The procedures must be designed to secure that -

(a)

apersonis not, or does not remain, designated if failure by him to meet his obligations in respect of one or moremarket contractswould be unlikely adversely to affect the operation of the market; and

(b)

a description of persons is not, or does not remain, designated if failure by apersonof that description to meet his obligations in respect of one or moremarket contractswould be unlikely adversely to affect the operation of the market.

(7)

The [UK RIE] must have adequate arrangements -

(a)

for bringing a designation or withdrawal of designation to the attention of thepersonor description of persons concerned; and

(b)

where a description ofpersonsis designated, or the designation of a description of persons is withdrawn, for ascertaining whichpersonsfall within that description.

Paragraph 12 (Content of rules)

(1)

This paragraph applies as regards contracts falling within section 155(2)(b) or (c) of the Companies Act [1989].3

(2)

The [default rules] must provide -

(a)

for all rights and liabilities of the defaulter under or in respect of unsettledmarket contractsto be discharged and for there to be paid by or to the defaulter such sum of money (if any) as may be determined in accordance with the [default rules];

(b)

for the sums so payable by or to the defaulter in respect of different contracts entered into by the defaulter in one capacity for the purposes of section 187 of the Companies Act [1989] to be aggregated or set off so as to produce a net sum;3

3(bb)

if relevant, for that sum to be aggregated with, or set off against, any sum owed by or to the investment exchange by or to AP under an indemnity given or reimbursement or similar obligation in respect of a margin set off agreement in which the defaulter chose to participate so as to produce a net sum;

(c)

for the net sum referred to in [(2)](b) or, if relevant, the net sum referred to in [(2)](bb) -3

3

(i)

if payable by the defaulter to the exchange, to be set off against -3

3

(aa) any property provided by or on behalf of the defaulter as cover for margin (or the proceeds of realisation of such property);3

(bb) to the extent (if any) that any sum remains after set off under (aa), any default fund contribution provided by the defaulter remaining after any application of such contribution;3

(ii)

to the extent (if any) that any sum remains after set off under (i), to be paid from such other funds, including the default fund, or resources as the exchange may apply under its default rules;3

3

(iii)

if payable by the exchange to the defaulter, to be aggregated with -3

(aa) any property provided by or on behalf of the defaulter as cover for margin (or the proceeds of realisation of such property);3

(bb) any default fund contribution provided by the defaulter remaining after any application of such contribution; and3

(d)

for the certification by or on behalf of the [UK RIE] of the sum finally payable or, as the case may be, of the fact that no sum is payable.

3(2A)

In sub-paragraph (2), "margin set off agreement" means an agreement between the exchange and AP permitting any eligible position to which the Participant Member is party with the exchange and any eligible position to which the Participant Member is party with AP to be taken into account in calculating a net sum owed by or to the Participant Member to either the exchange or AP and/or margin to be provided to, either or both, the exchange and AP.

3(2B)

In sub-paragraph (2) -

"AP" means a [recognised clearing house] or another [recognised investment exchange] of whom a Participant Member is a member;

"eligible position" means any position which may be included in the set off calculation;

"Participant Member" means a person who

(a) is a member of the exchange;

(b) is a member or participant of AP; and

(c) chooses to participate, in accordance with the rules of the exchange, in such agreement.

3(2C)

The property, contribution, funds or resources referred to in (2)(c), against which the net sum is to be set off (or with which it is to be aggregated) are subject to any unsatisfied claims arising out of the default of a defaulter before the default in relation to which the calculation is being made.

(3)

The reference in sub-paragraph (2) to the rights and liabilities of a defaulter under or in respect of an unsettledmarket contractincludes (without prejudice to the generality of that provision) rights and liabilities arising in consequence of action taken under provisions of the [default rules] authorising -

(a)

the effecting by the [UK RIE] of corresponding contracts in relation to unsettledmarket contractsto which the defaulter is party;

(b)

the transfer of the defaulter's position under an unsettledmarket contractto anothermemberof the [UK RIE];

(c)

the exercise by theUK RIEof anyoptiongranted by an unsettledmarket contract.

(4)

A "corresponding contract" means a contract on the same terms (except as to price or premium) as themarket contractbut under which thepersonwho is the buyer under themarket contractagrees to sell and thepersonwho is the seller under themarket contractagrees to buy.

(5)

Sub-paragraph (4) applies with any necessary modifications in relation to amarket contractwhich is not an agreement to sell.

(6)

The reference in sub-paragraph (2) to the rights and liabilities of a defaulter under or in respect of an unsettledmarket contractdoes not include, where he acts as agent, rights or liabilities of his arising out of the relationship of principal and agent.

3Paragraph 12A (Content of rules)

3The rules of the [UK RIE] must provide that, in the event of a default, any default fund contribution provided by the defaulter shall only be used in accordance with paragraph 12(2)(c)(i) or (ii).

Paragraph 13 (Notification to other parties affected)

The [UK RIE] must have adequate arrangements for ensuring that -

(a)

in the case of unsettledmarket contractswith a defaulter acting as principal, parties to the contract are notified as soon as reasonably practicable of the default and of any decision taken under the [default rules] in relation to contracts to which they are a party; and

(b)

in the case of unsettledmarket contractswith a defaulter acting as agent, parties to the contract and the defaulter's principals are notified as soon as reasonably practicable of the default and of the identity of the other parties to the contract.

Paragraph 14 (Cooperation with other authorities)

The [UK RIE] must be able and willing to cooperate, by the sharing of information and otherwise, with the Secretary of State, anyrelevant office-holderand any other authority or body having responsibility for any matter arising out of, or connected with, the default of amemberof the [UK RIE] or any [designated non-member] or the default of a [recognised clearing house] or another [recognised investment exchange].34
LR 3.3.6RRP
An applicant must keep copies of the following for six years after the admission to listing2:2(1) any agreement to acquire any assets, business or shares4 in consideration for or in relation to which the company's shares4are being issued;44(2) any letter, report, valuation, contract or other documents referred to in the prospectus, listing particulars, circular or other document issued in connection with those shares;44(3) the applicant'sconstitution as at the date of admission;(4)
REC 2.5A.4GRP
Under PIDA, any clause or term in an agreement between a worker and his employer is void in so far as it purports to preclude the worker from making a protected disclosure (that is, "blow the whistle").
IFPRU 8.1.19GRP
When demonstrating how article 113(6)(e) of the EU CRR is met, the FCA considers that, for a counterparty which is not a firm, the application should include a legally binding agreement between the firm and the counterparty. This agreement will be to promptly, on demand, by the firm increase the firm'sown funds by an amount required to ensure that the firm complies with the provisions contained in Part Two of the EU CRR (Own funds) and any other requirements relating to capital
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
PR App 1.1.1RP

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

Act

the Financial Services and Markets Act 2000.

admission to trading

admission to trading on a regulated market.

advertisement

(as defined in the PD Regulation) announcements:

(1)

relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and

(2)

aiming to specifically promote the potential subscription or acquisition of securities.4

applicant

an applicant for approval of a prospectus or supplementary prospectus relating to transferable 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 thereunder; 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.

base prospectus

a base prospectus referred to in PR 2.2.7 R.

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;

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

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:

(1)

the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk-spreading;

(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

4company

any body corporate.

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.

credit institution

as defined in article 4(1)(1) of the 7EUCRR.7

77

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.

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.

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.

equity share

shares comprised in a company'sequity 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.

ESMA Prospectus Opinions10

8

the following opinions published by ESMA:10

(1)

Format of the base prospectus and consistent application of article 26(4) of the Prospectus Regulation (ESMA/2013/1944);10

(2)

Framework for the assessment of third country prospectuses under article 20 of the Prospectus Directive (ESMA/2013/317);10

(3)

Assessment of Israeli laws and regulations on prospectuses (ESMA/2015/1015); and10

(4)

Assessment of Turkish laws and regulations on prospectuses (ESMA/2016/268). 10

8ESMA Prospectus Questions and Answers

the Questions and Answers for prospectuses published by ESMA (ESMA/2016/1674)13.

10

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

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

FCA

the Financial Conduct Authority.

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.

guarantor

a person that provides a guarantee.

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).

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.

issuer

(as defined in section 102A of the Act) a legal person who issues or proposes to issue the transferable securities in question.4

4key information

(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:

(a)

the essential characteristics of, and risks associated with, the issuer and any guarantor, including their assets, liabilities and financial positions;

(b)

the essential characteristics of, and risks associated with, investment in the transferable securities, including any rights attaching to the securities;

(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;

(d)

details of the admission to trading; and

(e)

the reasons for the offer and proposed use of the proceeds.

5limited 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.

MiFID3

The European Parliament and Council Directive on markets in financial instruments (No. 2004/39/EC).

See also MiFID Regulation and MiFID implementing Directive.3

non-equity transferable securities

(as defined in section 102A of the Act) all transferable securities that are not equity securities.

Note: In the prospectus directive and the PD Regulation, the Commission uses the term "non-equity securities" rather than "non-equity transferable securities".

offer

an offer of transferable securities to the public.

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.

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.

offeror

a person who makes an offer of transferable securities to the public.

5officer

(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.

overseas company

a company incorporated outside the United Kingdom.

Part 6 rules

(in accordance with section 73A(1) of the Act), rules made for the purposes of Part 6 of the Act.

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.

PD

prospectus directive.

PD Regulation

Regulation number 809/2004 of the European Commission.

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).

PR

the Prospectus Rules sourcebook.

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.

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.

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).

13Prospectus Regulation

Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

Prospectus RTS Regulations9

8

9(1)

9Commission 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 prospectus9; and

9(2)

9Commission Delegated Regulation (EU) 2016/301 supplementing Directive 2003/71/EC of the European Parliament and of the Council with regard to regulatory technical standards for approval and publication of the prospectus and dissemination of advertisements and amending Commission Regulation (EC) No 809/2004.

Prospectus Rules

(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities.

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.

qualified investor

(as defined in section 86(7) of the Act) in relation to an offer of transferable securities:4

(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

(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

(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

(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

registration document

a registration document referred to in PR 2.2.2 R.

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

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

RIS

Regulatory Information Service.

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.

rule

(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FCA under the Act.

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.

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.

securities note

a securities note referred to in PR 2.2.2 R.

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.

special purpose vehicle

(as defined in the PD Regulation) an issuer whose objects and purposes are primarily the issue of securities.

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:

statutory notice decision

a decision by the FCA on whether or not to give a statutory notice.

(a)

to determine or extend the period for making representations;

(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;

(c)

to refuse access to FCA material;

(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.

summary

(in relation to a prospectus) the summary included in the prospectus.

supplementary prospectus

a supplementary prospectus containing details of a new factor, mistake or inaccuracy.

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

Note: In the prospectus directive and PD regulation, the Commission uses the term "security" rather than "transferable security".

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.

United Kingdom

England and Wales, Scotland and Northern Ireland (but not the Channel Islands or the Isle of Man).

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.

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.
CONC 6.7.22GRP
A firm should not allow a customer to enter into consecutive agreements with the firm for high-cost short-term credit if the cumulative effect of the agreements would be that the total amount payable by the customer is unsustainable.[Note: paragraph 6.25 (box) of ILG]
SUP 17.1.7GRP
(1) 1The movement, reallocation or transfer of financial instruments within the accounts of one legal entity will be reportable where the movement, reallocation or transfer is as a result of an agreement to transfer rights in a financial instrument to which this chapter applies between clients of the firm or between the firm (or a member of its group) and a client, and where the movement, reallocation or transfer involves a transaction within the meaning of Article 5 of the MiFID
REC 2.13.4GRP
In assessing the ability of a UK recognised body to cooperate with the FCA4 and other appropriate bodies, the FCA4 may have regard to the extent to which the constitution and rules of the UK recognised body and its agreements with its members enable it to obtain information from members and to disclose otherwise confidential information to the FCA4 and other appropriate bodies.444
CASS 8.2.2GRP
A mandate can take any form and need not state that it is a mandate. For example it could take the form of:333(1) a standalone document containing certain information conferring authority to control a client's assets or liabilities on the firm;3(2) a specific provision within a document or agreement that also relates to other matters; or3(3) an authority provided by a client orally.3
SYSC 19A.1.5RRP
(1) This rule applies to a firm that is unable to comply with the Remuneration Code because of an obligation it owes to a Remuneration Code staffmember under a provision of an agreement made on or before 29 July 2010 (the "provision").(2) A firm must take reasonable steps to amend or terminate the provision referred to in (1) in a way that enables it to comply with the Remuneration Code at the earliest opportunity.(3) Until the provision referred to in (1) ceases to prevent the
EG 6.2.4ARP
4Where the settlement decision makers decide to issue a warning notice, they shall also take the decision on whether to exercise the power to publish information about a warning notice and if so what information to publish. The settlement decision makers will consult with the persons to whom the warning notice has been given or copied. The FCA expects that the settlement decision makers are unlikely to decide it is appropriate to publish information about a warning notice where