Related provisions for SUP 16.4.9

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SUP 11.4.2RRP
A UK domestic firm,4 other than a non-directive firm, 4must notify the appropriate regulator6 of any of the following events concerning the firm:146(1) a person acquiring control;4(2) an existing controller increasing control4; 4(3) an existing controller reducing control4; 4(4) an existing controller ceasing to have control4.44
SUP 11.4.2ARRP
1A non-directive firm4(including, in the case of an FCA-authorised person, a firm with only a limited permission) 5must notify the appropriate regulator6 of any of the following events concerning the firm:46(1) a person becoming controller of the firm; or44(2) an existing controller ceasing to be controller of the firm.444
SUP 11.4.4RRP
An overseas firm must notify the appropriate regulator6 if a person becomes a controller of the firm, increases or reduces control over the firm or ceases to have control over the firm464
SUP 11.4.8GRP
Principle 11 requires firms to be open and cooperative with the appropriate regulator6. A firm should discuss with the appropriate regulator6, at the earliest opportunity, any prospective changes of which it is aware, in a controller's4or proposed controller's4shareholdings or voting power (if the change is material). These discussions may take place before the formal notification requirement in SUP 11.4.2 R or SUP 11.4.4 R arises. (See also SUP 11.3.2 G). As a minimum, the appropriate
SUP 11.4.9GRP
The obligations 4in SUP 11.4.2 R andSUP 11.4.2A R apply 4 whether or not the controller himself has given or intends to give a notification, in accordance with his obligations under the Act.144
SUP 11.4.10RRP
A firm must take reasonable steps to keep itself informed about the identity of its controllers.
SUP 11.5.1RRP

Information to be submitted by the firm (see SUP 11.4.7 R (2)(a))

(1)

The name of the firm;

(2)

the name of the controller or proposed controller and, if it is a body corporate and is not an authorised person, the names of its directors and its controllers;

(3)

a description of the proposed event including the shareholding and voting power of the person concerned, both before and after the change in control; and5

(4)

any other information of which the appropriate regulator7 would reasonably expect notice.5

7
SUP 11.5.4GRP
Firms are reminded that a change in control may give rise to a change in the groupcompanies to which the appropriate regulator's7 consolidated financial supervision requirements apply. Also, the firm may for the first time become subject to the appropriate regulator's7 requirements on consolidated financial supervision (or equivalent requirements imposed by another EEA State). This may apply, for example, if the controller is itself an authorised undertaking. The appropriate regulator7
SUP 11.5.7RRP
A notification of a proposed reduction in control must:(1) give the name of the controller; and(2) provide details of the extent of control (if any) which the controller will have following the change in control.
SUP 11.5.8GRP
A firm and its controller or proposed controller may discharge an obligation to notify the appropriate regulator7 by submitting a single joint section 178 notice5containing the information required from the firm and the controller or proposed controller. In this case, the section 178 notice53 may be used on behalf of both the firm and the controller or proposed controller.75355
SUP 11.5.9GRP
If a person is proposing a change in control over more than one firm within a group, then the controller or proposed controller may submit a single section 178 notice5 to the PRA7 in respect of all those firms which are PRA-authorised persons and a single section 178 notice to the FCA in respect of all those firms which are not PRA-authorised persons.7 The section 178 notice5should contain all the required information as if separate notifications had been made, but information
SUP 11.5.10GRP
When an event occurs (for example, a group restructuring or a merger) as a result of which: (1) more than one firm in a group would undergo a change in control; or(2) a single firm would experience more than one change in control;then, to avoid duplication of documentation, all the firms and their controllers or proposed controllers may discharge their respective obligations to notify the appropriate regulator7 by submitting a single section 178 notice5 to the PRA7 containing
SUP 11.3.2AGRP
The Treasury have made the following exemptions from the obligations under section 178 of the Act10:(1) controllers and potential controllers of non-directive friendly societiesare exempt from the obligation to notify a change in control (The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/77410));10(2) controllers and potential controllers of building societies are exempt from the obligation to notify a change in control unless the change
SUP 11.3.5GRP
The appropriate regulator's17 approval is not required before a controller reduces control or ceases to have control10 over a UK domestic firm.1710
SUP 11.3.5CGRP
6Where the appropriate regulator17 approves changes in control proposed in a notice given under SUP 11.3.5B D:17(1) the controller remains subject to the requirement to notify the appropriate regulator17 when a change in control actually occurs; and17(2) the notification of change in control should be made no later than five business days after the end of each month and set out all changes in the controller's control position for each UK domestic firm for the month in question.At
SUP 11.3.7DRP
A section 178 notice10 given to the appropriate regulator17 by a person who is acquiring control or increasing his control over a UK domestic firm, in a way described in SUP 11.4.2 R (1) to (4), or acquiring control in a way described in SUP 11.4.2A R, must contain the information and be accompanied by such documents as are required by the controllers form approved by the appropriate regulator17 for the relevant application. 4610171017
SUP 11.3.7AGRP
The controllers forms approved by the appropriate regulator17 may be found at the appropriate regulator's17 website www.fca.org.uk/firms/change-control171717
SUP 11.3.13GRP
Where a17controller or proposed controller which is an authorised person is required to submit less information under SUP 11.3.7 D than other persons,17 the appropriate regulator17 may ask for confirmation of details already held by it17 or any additional information required under SUP 11.5.1R10.1017171710
SUP 11.3.15ADRP
10A notice given to the appropriate regulator17 by a person who is reducing or ceasing to have control over a UK domestic firm, as set out in SUP 11.4.2Ror SUP 11.4.2A R must:17(1) be in writing; and(2) provide details of the extent of control (if any) which the controller will have following the change in control.
SUP 11.3.17GRP
6Notifications to the appropriate regulator17 by proposed controllers and controllers under Part XII of the Act may be made on a joint basis outlined in SUP 11.5.8 G to SUP 11.5.10 G.1710
SUP 11.2.1GRP
Part XII of the Act (Control Over Authorised Persons6) places an obligation on the controllers and proposed controllers of those UK domestic firms not listed in SUP 11.1.1 R (1) to SUP 11.1.1 R (6) to notify the appropriate regulator6 of changes in control, including acquiring, increasing or reducing control or ceasing to have control over a firm.3 Furthermore, those persons are required to obtain the appropriate regulator's approval6 before becoming a controller or increasing
SUP 11.2.2GRP
The rules in SUP 11.4 to SUP 11.6 are aimed at ensuring that theappropriate regulator receives the information that it needs to fulfil6 its responsibility to monitor and, in some cases, give prior approval to firms' controllers.2136
SUP 11.2.3GRP
As the approval of the appropriate regulator6 is not required under the Act for a new controller of an overseas firm, the notification rules on such firms are less prescriptive than they are for UK domestic firms. Nevertheless, the appropriate regulator6 still needs to monitor such an overseas firm's continuing satisfaction of the threshold conditions, which normally includes consideration of a firm's connection with any person, including its controllers and parent undertakings
SUP 11.2.4GRP
As part of the appropriate regulator's6 function of monitoring a firm's continuing satisfaction of the threshold conditions, the appropriate regulator6 needs to consider the impact of any significant change in the circumstances of one or more of its controllers, for example, in their financial standing and, in respect of corporate controllers, in their governing bodies. Consequently, the appropriate regulator6 needs to know if there are any such changes. SUP 11.8 therefore requires
SUP 11.2.6GRP
Every firm, other than a firm listed in SUP 11.1.1 R (1) to SUP 11.1.1 R (6)2or a firm excluded from the operation of SUP 16.4 or SUP 16.5 by SUP 16.1.3 R, is required to submit an annual report on its controllers and close links as set out in SUP 16.4 and SUP 16.5.
SUP 16.4.1GRP
This section applies to every firm except those firms excluded from its operation by SUP 16.1.1 R and SUP 16.1.3 R. 632
SUP 16.4.4GRP
A firm and its controllers are required to notify certain changes in control (see7SUP 11 (Controllers and close links)). The purpose of the rules and guidance in this section is:7(1) to ensure that, in addition to such notifications, the FCA12 receives regular and comprehensive information about the identities of all of the controllers of a firm, which is relevant to a firm's continuing to satisfy the effective supervision threshold conditions15; 15158(2) to implement certain
SUP 16.4.10RRP
If a firm is a friendly society or a building society, then it is required to submit a report under SUP 16.4.5 R only if it is aware that it has a controller.4
SUP 16.4.11RRP
3In SUP 16.4.5 R and SUP 16.4.10 R, a building society may regard a person as not being a controller if that person is exempt from the obligation to notify a change in control under The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/7748) (see SUP 11.3.2A G (2)).88
LR 9.2.2BRRP
9In order to comply with LR 9.2.2AR (2)(a), where a listed company will have more than one controlling shareholder, the listed company will not be required to enter into a separate agreement with each controlling shareholder if: (1) the listed company reasonably considers, in light of its understanding of the relationship between the relevant controlling shareholders, that a controlling shareholder can procure the compliance of another controlling shareholder and that controlling
LR 9.2.24RRP
9A listed company must notify the FCA without delay if: (1) it no longer complies with LR 9.2.2G R; (2) it becomes aware that an independence provision contained in an agreement entered into under LR 6.1.4B R (1) or LR 9.2.2AR (2)(a) has not been complied with by the controlling shareholder or any of its associates; or(3) it becomes aware that a procurement obligation (as set out in LR 6.1.4CR (2)(a) or LR 9.2.2BR (2)(a)) contained in an agreement entered into under LR 6.1.4B
LR 5.2.5RRP
Subject to 41LR 5.2.7 R, LR 5.2.10 R, LR 5.2.11A R9 and LR 5.2.12 R, 1an issuer with a premium listing4that wishes the FCA to cancel the listing of any of its 5equity shares1with a premium listing4must:1114(1) send a circular to the holders of the shares.9 The circular must:9(a) comply with the requirements of LR 13.3.1 R and LR 13.3.2 R (contents of all circulars);(b) be submitted to the FCA for approval prior to publication; and(c) include the anticipated date of cancellation
LR 5.2.10RRP
LR 5.2.5 Rdoes4 not apply to the cancellation of equity shares with a premium listing5 in the case of a takeover offer if9:145594(1) the offeror or any controlling shareholder who is an offeror is interested in 50% or less of the voting rights of an issuer before announcing its firm intention to make its takeover offer;99(2) the offeror has by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the
LR 5.2.11ARRP
9LR 5.2.5 R does not apply to the cancellation of equity shares with a premium listing in the case of a takeover offer if:(1) the offeror or any controlling shareholder who is an offeror is interested in more than 50% of the voting rights of an issuer before announcing its firm intention to make its takeover offer;(2) the offeror has by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the voting
SUP 11.8.1RRP
A firm must notify the appropriate regulator9 immediately it becomes aware of any of the following matters in respect of one or more of its controllers: 9(1) if a controller, or any entity subject to his control, is or has been the subject of any legal action or investigation which might put into question the integrity of the controller; (2) if there is a significant deterioration in the financial position of a controller; (3) if a corporate controller undergoes a substantial
SUP 11.8.5GRP
The level of a firm's awareness of its controller's circumstances will depend on its relationship with that controller. The appropriate regulator9 does not expect firms to implement systems or procedures so as to be certain of any changes in its controllers' circumstances. However, the appropriate regulator9 does expect firms to notify it of such matters if the firm becomes aware of them, and it expects firms to make enquiries of its controllers if it becomes aware that one of
SUP 11.8.6GRP
The appropriate regulator9 may ask the firm for additional information following a notification under SUP 11.8.1 R in order to satisfy itself that the controller continues to be suitable (see SUP 2: Information gathering by the FCA or PRA6 on its own initiative).999
REC 4.2F.1GRP
(1) 1While the FCA will seek to obtain information from an RIE in the context of an open, cooperative and constructive relationship with the RIE, where it appears to the FCA that obtaining information in that context will not achieve the necessary results, the FCA or (as the case may be) its officers may, under section 165(7) of the Act, by notice in writing, require any of the following persons to provide or produce specified information or information of a specified description,
SUP 11.6.3RRP
During the period in SUP 11.6.2 R, a UK domestic firm must take reasonable steps to keep itself informed about the circumstances of the controller or the proposed controller to which the notification related.
LR 13.8.17RRP
8Where a listed company has a controlling shareholder, a circular to shareholders relating to the election or re-election of an independent director must include:(1) details of any existing or previous relationship, transaction or arrangement the proposed independent director has or had with the listed company, its directors, any controlling shareholder or any associate of a controlling shareholder or a confirmation that there have been no such relationships, transactions or
LR 13.8.18RRP
8In relation to a listed company which did not previously have a controlling shareholder, LR 13.8.17 R does not apply to a circular sent to shareholders within a period of 3 months from the event that resulted in a person becoming a controlling shareholder of the listed company.
LR 11.1.1ARRP
8Where a company has a premium listing and:(1) it is not in compliance with:(a) the provisions inLR 9.2.2AR (2)(a) ; or(b) LR 9.2.2G R; or(2) it becomes aware that a controlling shareholder or any of its associates is not in compliance with an independence provision contained in an agreement entered into under LR 6.1.4BR (1) or LR 9.2.2AR (2)(a);(3) it becomes aware that a procurement obligation (as set out in LR 6.1.4CR (2)(a) or LR 9.2.2BR (2)(a) contained in an agreement entered
LR 11.1.1CRRP
8The company cannot rely on any of the following provisions in relation to a transaction or arrangement with or for the benefit of the relevant controlling shareholder or any associate of that controlling shareholder:(1) the concessions specified in LR 11.1.5R (1), LR 11.1.5R (2) and LR 11.1.5R (3) in relation to transactions or arrangements in the ordinary course of business; (2) LR 11.1.6 R; and(3) LR 11.1.10 R.
CREDS 10.1.3GRP

Module

Relevance to Credit Unions

The Principles for Businesses (PRIN)

The Principles for Businesses (PRIN) set out 3high-level requirements 3imposed by the FCA3. They provide a general statement of regulatory requirements. The Principles apply to all12credit unions. In applying the Principles to credit unions, the FCA3 will be mindful of proportionality. In practice, the implications are likely to vary according to the size and complexity 3of the credit union.

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Senior Management Arrangements, Systems and Controls (SYSC)

SYSC 1,3SYSC 4 to 10 and SYSC 213 apply to all credit unions in respect of the carrying on of their regulated activities and unregulated activities in a prudential context. SYSC 4.5 (Management responsibilities maps for relevant authorised persons), SYSC 4.7 (Senior management responsibilities for relevant authorised persons: allocation of responsibilities), SYSC 4.9 (Handover procedures and material), SYSC 5.2 (Certification regime) and SYSC 18 apply3 to all credit unions in respect of both their regulated activities and their unregulated activities3.

3Code of Conduct (COCON)

This contains rules and guidance that are directly applicable to a credit union’sSMF managers, certification employees and (from 2017) other conduct rules staff. There is also guidance for credit unions on giving their staff training about COCON.

Threshold Conditions (COND)

In order to become authorised under the Act all firms must meet the threshold conditions. The threshold conditions must be met on a continuing basis by credit unions. Failure to meet one of the conditions is sufficient grounds for the exercise by the FCA3 of its powers.

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3

3

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The Fit and Proper test for Approved Persons (FIT)

The purpose of FIT is to set out and describe the criteria that a firm should3 consider when assessing the fitness and propriety of a person (1)3 in respect of whom an application is being made for approval to undertake a controlled function under the approved persons regime, (2)3 who has already been approved, (3) who is a certification employee or (4) whom a firm is considering appointing to be a certification employee3.

It also sets out and describes criteria that the FCA will consider when assessing the fitness and propriety of a candidate for a controlled function position and that it may consider when assessing the continuing fitness and propriety of approved persons.3

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General Provisions (GEN)

GEN contains rules and guidance on general matters, including interpreting the Handbook, statutory status disclosure, the FCA's3 logo and insurance against financial penalties.

12

Fees manual (FEES)

This manual sets out the fees applying to credit unions.

3Prudential sourcebook for Mortgage and Home Finance Firms, and Insurance Intermediaries (MIPRU)

MIPRU applies to any credit union carrying out insurance mediation activity or home finance mediation activity, or using these services. In particular, it sets out requirements for allocation of responsibility for the credit union’sinsurance mediation activity (MIPRU 2), for the use of home finance intermediaries (MIPRU 5) and for professional indemnity insurance (MIPRU 3).

Conduct of Business sourcebook (COBS)

A credit union which acts as a CTF provider or provides a cash-deposit ISA will need to be aware of the relevant requirements in COBS. COBS 4.6 (Past, simulated past and future performance), COBS 4.7.1 R (Direct offer financial promotions), COBS 4.10 (Systems and controls and approving and communicating financial promotions), COBS 13 (Preparing product information) and COBS 14 (Providing product information to clients) apply with respect to accepting deposits as set out in those provisions, COBS 4.1 and BCOBS. A credit union that communicates with clients, including in a financial promotion, in relation to the promotion of deferred shares and credit union subordinated debt will need to be aware of the requirements of COBS 4.2 (Fair, clear and not misleading communications) and COBS 4.5 (Communicating with retail clients).4

3Insurance: Conduct of Business sourcebook (ICOBS)

ICOBS applies to any credit union carrying on non-investment insurance activities, such as arranging or advising on general insurance contracts to be taken out by members. But ICOBS does not apply to a credit union taking out an insurance policy for itself, such as a policy against default by members on their loans where the credit union is the beneficiary of the policy, since in this circumstance the credit union would not be acting as an insurance intermediary, but would itself be the customer. Credit unions are reminded that they are subject to the requirements of the appropriate legislation, including the Credit Unions Act 1979, relating to activities a credit union may carry on.

3Mortgages and Home Finance: Conduct of Business sourcebook (MCOB)

MCOB applies to any credit union that engages in any home finance activity. MCOB rules cover advising and selling standards, responsible lending (including affordability assessment), charges, and the fair treatment of customers in payment difficulties.

Banking: Conduct of Business sourcebook (BCOBS)

BCOBS sets out rules and guidance for credit unions on how they should conduct their business with their customers. In particular there are rules and guidance relating to communications with banking customers3and financial promotions (BCOBS 2), distance communications (BCOBS 3), information to be communicated to banking customers3(BCOBS 4), post sale requirements (BCOBS 5), and cancellation (BCOBS 6). 3The rules in BCOBS 3.1 that relate to distance contracts may apply 3to a credit union. This is because the Distance Marketing Directive3applies where there is "an organised distance sales or service-provision scheme run by the supplier" (Article 2(a)), i.e. if the credit union routinely sells any of its services by post, telephone, fax or the internet3.

Supervision manual (SUP)

The following provisions of SUP are relevant to credit unions: 13SUP 1A13 (The FCA’s 3 approach to supervision), SUP 2 (Information gathering by the FCA or PRA 3 on its own initiative), SUP 3.1 to SUP 3.8 (Auditors), SUP 5 (Skilled persons), SUP 6 (Applications to vary or cancel Part 4A12permission), SUP 7 (Individual requirements), SUP 8 (Waiver and modification of rules), SUP 9 (Individual guidance), 13SUP 10C (FCA senior management regime for approved persons in relevant authorised persons),3SUP 11 (Controllers and Close links), SUP 15 (Notifications to the FCA or PRA 3) and SUP 16 (Reporting Requirements).

Credit unions are reminded that they are subject to the requirements of the Act and SUP 11 on close links, and are bound to notify the FCA3 of changes. It may be unlikely, in practice, that credit unions will develop such relationships. It is possible, however, that a person may acquire close links with a 3credit union3 within the meaning of the Act by reason of holding the prescribed proportion of deferred shares in the credit union.

In relation to SUP 16, credit unions are exempted from the requirement to submit annual reports of 3close links.

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3Consumer Credit sourcebook (CONC)

CONC contains rules that apply to firms carrying on credit-related regulated activities. PERG 2.7.19IG provides guidance on relevant exemptions. Most credit union lending is therefore outside the scope of CONC. However, subject to the constraints in the Credit Unions Act 1979 or the Credit Unions (Northern Ireland) Order 1985 (as relevant), credit unions may undertake credit-related regulated activities to which CONC does apply if the activity is carried out by way of business. This could include lending under a borrower-lender-supplier agreement, or debt adjusting or debt counselling where the credit union is not the lender. A credit union carrying on such activities should consider whether it requires permission to do so. Further information can be found on the FCA’s website.

Decision, Procedure and Penalties manual (DEPP)

DEPP is relevant to credit unions because it sets out:

(1) the FCA's12 decision-making procedure for giving statutory notices. These are warning notices, decision notices and supervisory notices (DEPP 1.2 to DEPP 5); and

(2) the FCA's12 policy with respect to the imposition and amount of penalties under the Act (see DEPP 6).

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Dispute Resolution: Complaints (DISP)

DISP sets out rules and guidance in relation to treating complainants fairly and the Financial Ombudsman Service.

Compensation (COMP)

COMP sets out rules relating to the scheme for compensating consumers when authorised firms are unable, or likely to be unable, to satisfy claims against them.12

The Enforcement Guide (EG)

The Enforcement Guide (EG) describes the FCA's12 approach to exercising the main enforcement powers given to it by the Act and by other legislation.2

12

Financial crime: a guide for firms (FC)

FC provides guidance on steps that a firm can take to reduce the risk that it might be used to further financial crime.
LR 9.8.4RRP
In addition to the requirements set out in DTR 4.1 a listed company1 must include in its annual financial report1, where applicable, the following:1(1) a statement of the amount of interest capitalised by the group during the period under review with an indication of the amount and treatment of any related tax relief;(2) any information required by LR 9.2.18 R (Publication of unaudited financial information);(3) [deleted]1313(4) details of any long-term incentive schemes as required
SUP 5.6.4GRP
2A firm may provide information that would otherwise be subject to a contractual or other requirement to keep it in confidence if it is provided for the purposes of anything required to be done in respect of the skilled person's collection or updating of information under section 166A (Appointment of skilled person to collect and update information) of the Act.
SUP 12.9.5RRP
2If a UK MiFID investment firm appoints an EEA tied agent this section applies to that firm as though the EEA tied agent were an appointed representative.
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.

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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.
SUP 10A.17.2GRP
If the firm or its advisers have further questions, they should contact the FCA's Contact Centre (see SUP 10A.12.6 G).
SUP 3.6.9GRP
Firms and their officers, managers and controllers are reminded that, under section 346 of the Act (Provision of false or misleading information to auditor or actuary), knowingly or recklessly giving false information to an auditor appointed under SUP 3.3.2 R constitutes an offence in certain circumstances, which could render them liable to prosecution. This applies even when an auditor is also appointed under an obligation in another enactment.