Related provisions for INSPRU 1.5.4

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To access the FCA Handbook Archive choose a date between 1 January 2001 and 31 December 2004 (From field only).

TC 4.1.4RRP

Unless the context requires otherwise the rules in column 1 of the table are amended as set out in column 2:

Column 1

Column 2

Relevant rule

Amendments

TC 2.1.1R(1)

Insert the following at the end of TC 2.1.1R(1):

“In addition, a firm must not assess a relevant individual as competent unless the firm has satisfied itself that the relevant individual possesses the knowledge and competence to enable the firm to meet its obligations under SYSC 5.1.5ABR. This means that the relevant individual has also:

(a) obtained appropriate experience which means that the relevant individual has successfully demonstrated the ability to carry on the activities through previous work experience. This work must have been performed, on a full-time equivalent basis, for a minimum period of 6 months; and

(b) attained an appropriate qualification which means a qualification or other test or training course that meets the criteria set out by the ESMA guidelines.

The level of knowledge and competence needed to fulfil the firm’s obligations reflects the scope and degree of the activities, as described in TC 4.1.2R above, carried out by the relevant individual.”

TC 2.1.2R

The provision is amended by adding after TC 2.1.2R:

“A relevant individual, who has not acquired the necessary knowledge or competence to carry out the activities in TC 4.1.2R above, cannot provide those activities under supervision for a period exceeding 48 months.”

TC 2.1.5R(1)

The provision is amended by adding after TC 2.1.5R:

“Where a relevant individual has not acquired the necessary knowledge and competence to carry out the activities described in TC 4.1.2R above:

(a) the firm must ensure that the individual supervising the relevant individual:

(i) has been assessed as competent to provide such personal recommendation or information;

(ii) has the necessary skills and resources to act as a competent supervisor; and

(iii) takes responsibility for the personal recommendation or information, referred to in TC 4.1.2R above, provided by the relevant individual under supervision as if the supervisor is providing the personal recommendation including any suitability report (COBS 9) or information; and

(b) the firm must ensure that the supervision provided to a relevant individual is tailored to the services provided by the individual.”
APER 3.1.9GRP
UK domestic firms with a premium listing of equity shares6 are subject to the UK Corporate Governance Code4, whose internal control provisions are amplified in the publication entitled ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting (September 2014)’6 issued by the Financial Reporting Council4. Firms regulated by the FCA5 in this category will 6be subject to that code as well as to the requirements and standards of the regulatory system.
EG 2.1.1RP
1The FCA's effective and proportionate use of its enforcement powers plays an important role in the pursuit of its statutory objectives, including its operational objectives of securing an appropriate degree of protection for consumers, protecting and enhancing the integrity of the UK financial system, and promoting effective competition in the interests of consumers. For example, using enforcement helps to contribute to the protection of consumers and to deter future contraventions
PR 1.2.1UKRP

Sections 85 and 86 of the Act provide for when a prospectus approved by the FCA will be required:

85

(1)

It is unlawful for transferable securities to which this subsection applies to be offered to the public in the United Kingdom unless an approved prospectus has been made available to the public before the offer is made.

(2)

It is unlawful to request the admission of transferable securities to which this subsection applies to trading on a regulated market situated or operating in the United Kingdom unless an approved prospectus has been made available to the public before the request is made.

(3)

A person who contravenes subsection (1) or (2) is guilty of an offence and liable –

(a)

on summary conviction, to imprisonment for a term not exceeding 3 months or a fine not exceeding the statutory maximum or both;

(b)

on conviction on indictment, to imprisonment for a term not exceeding 2 years or a fine or both.

(4)

A contravention of subsection (1) or (2) is actionable, at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.

(5)

Subsection (1) applies to all transferable securities other than –

(a)

those listed in Schedule 11A;

(b)

such other transferable securities as may be specified in prospectus rules [see PR 1.2.2 R].

(6)

Subsection (2) applies to all transferable securities other than –

(a)

those listed in Part 1 of Schedule 11A;

(b)

such other transferable securities as may be specified in prospectus rules [see PR 1.2.3 R].

(7)

"Approved prospectus" means, in relation to transferable securities to which this section applies, a prospectus approved by the competent authority of the home State in relation to the issuer of the securities.

86

Exempt offers to the public

(1)

A person does not contravene section 85(1) if –

(a)

the offer is made to or directed at qualified investors only;

(b)

the offer is made to or directed at fewer than 1502 persons, other than qualified investors, per EEA State;

(c)

the minimum consideration which may be paid by any person for transferable securities acquired by him pursuant to the offer is at least 100,0003 euros (or an equivalent amount);

3

(d)

the transferable securities being offered are denominated in amounts of at least 100,0003 euros (or equivalent amounts);

33

(e)

the total consideration for the transferable securities being offered in the EEA states3 cannot exceed 100,000 euros (or an equivalent amount); or3

3

3(f)

the offer falls within subsection (1A).

3(1A)

An offer (“the current offer”) falls within this subsection where transferable securities are resold or placed through a financial intermediary where:

3(a)

the transferable securities have previously been the subject of one or more offers to the public;

3(b)

in respect of one or more of those previous offers, any of paragraphs (a) to (e) of subsection (1) applied;

3(c)

a prospectus is available for the securities which has been approved by the FCA and meets either of the conditions in subsection (1B);4 and

4

3(d)

the issuer or other person who was responsible for drawing up the prospectus has given written consent to the use of the prospectus for the purpose of the current offer.4

4(1B)

The conditions referred to in subsection (1A)(c) are:

(a)

that the prospectus was approved by the FCA no earlier than 12 months before the date the current offer is made, and is supplemented by every supplementary prospectus which was required to be submitted under section 87G; or

(b)

in the case of non-equity transferable securities falling within article 5(4)(b) of the prospectus directive, that the securities concerned have not ceased to be issued in a continuous or repeated manner.

(2)

Where -

(a)

a person who is not a qualified investor ("the client") has engaged a qualified investor falling within point (1) of Section 1 of Annex II to the markets in financial instruments directive3 to act as his agent; and

3

(b)

the terms on which the qualified investor is engaged enable him to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client,

an offer made to or directed at the qualified investor is not to be regarded for the purposes of subsection (1) as also having been made to or directed at the client.

(3)

For the purposes of subsection (1)(b), the making of an offer of transferable securities to –

(a)

trustees of a trust,

(b)

members of a partnership in their capacity as such, or

(c)

two or more persons jointly,

is to be treated as the making of an offer to a single person.

(4)

In determining whether subsection (1)(e) is satisfied in relation to an offer ("offer A"), offer A is to be taken together with any other offer of transferable securities of the same class made by the same person which –

(a)

was open at any time within the period of 12 months ending with the date on which offer A is first made; and

(b)

had previously satisfied subsection (1)(e).

(5)

For the purposes of this section, an amount (in relation to an amount denominated in euros) is an "equivalent amount" if it is an amount of equal value denominated wholly or partly in another currency or unit of account.

(6)

The equivalent is to be calculated at the latest practicable date before (but in any event not more than 3 working days before) the date on which the offer is first made.

(7)

"Qualified investor",6 in relation to an offer of transferable securities,3 means –

(a)

a person described in points (1) to (4) of Section I of Annex II to the markets in financial instruments directive, 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 the final paragraph of Section I of Annex II to that directive;3

3

(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 that directive and has not subsequently, but before the making of the offer, agreed in writing with that relevant firm (or each of those relevant firms) to be treated as a non-professional client in accordance with the final paragraph of Section I of Annex II to that directive;3

3

(c)

a person who is recognised as an eligible counterparty in accordance with article 24 of that directive 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 that directive;3

3

3(d)

a person whom –6

6(i)

any relevant firm was6 authorised to continue to treat as a professional client immediately before 3 January 2018 by virtue of article 71.6 (transitional provisions) of Directive 2004/39/EC on markets in financial instruments; and6

6(ii)

the firm may continue to treat as a professional client from 3 January 2018 by virtue of Section II.2 of Annex II to the markets in financial instruments directive.

3(8)

In subsection (7) “relevant firm” means an investment firm or credit institution acting in connection with the offer.

3(9)

Investment firms and credit institutions which are authorised persons7 must communicate their classification of their clients as being or not being qualified investors on request to an issuer, subject to complying with data protection legislation7.

3(10)

In subsections (8) and (9) -

“credit institution” means -

(a) a credit institution authorised under the banking consolidation directive; or

(b) an institution which would satisfy the requirements for authorisation as a credit institution under that directive if it had its registered office (or if it does not have one, its head office) in an EEA State.
SUP 16.22.1GRP
1This section applies to a payment service provider located in the UK other than:(1) a credit union;(2) National Savings and Investment; and(3) the Bank of England.[Note: see SUP 16.1.1ED]
PERG 8.1.3GRP
In particular, this guidance covers:(1) invitations and inducements (see PERG 8.4);(2) meaning of 'in the course of business' (see PERG 8.5);(3) meaning of 'communicate' (see PERG 8.6);(4) meaning of 'engage in investment activity' (see PERG 8.7);(5) meaning of 'having an effect in the United Kingdom' (see PERG 8.8);(6) circumstances where the restriction in section 21 does not apply (see PERG 8.9);(7) types of financial promotion, including:(a) meaning of 'real time financial
EG App 3.3.1RP
1The aim of the SFO is to contribute to: reducing fraud and the cost of fraud;the delivery of justice and the rule of law;maintaining confidence in the UK's business and financial institutions.
SYSC 20.1.1ARRP
(1) 4SYSC 20 applies to:(a) an IFPRU investment firm; and(b) a BIPRU firm which meets any of the criteria in (2) on an individual basis, or in (3) on a consolidated basis.(2) Subject to (4), SYSC 20 applies to a BIPRU firm if:(a) it has assets under management or administration of at least £10 billion (or the equivalent amount in foreign currency); or(b) the total annual fee and commission arising from regulated activities is at least £250 million (or the equivalent amount in
BIPRU 12.1.7RRP
In relation to an incoming EEA firm or a third country BIPRU firm, this chapter applies only with respect to the activities of the firm'sUK branch.
CASS 5.6.2GRP
(1) The client money (insurance) distribution rules have force and effect on any firm that holds client money in accordance with CASS 5.3 or CASS 5.4. Therefore, they may apply to a UK branch of a non-EEA firm. In this case, the UK branch of the firm may be treated as if the branch itself is a free-standing entity subject to the client money (insurance) distribution rules.(2) Firms that act in accordance with CASS 5.4 (Non-statutory trust) are reminded that the client money (insurance)
COLL 2.1.5GRP
1An EEA UCITS management company that proposes to act as the authorised fund manager2 of an AUT, ACS or2ICVC that is a UCITS scheme, should be aware that it is required under paragraph 15A(1) of Schedule 3 to the Act to apply to the appropriate regulator for approval to do so. The form that the firm must use for this purpose is set out in SUP 13A Annex 3 R (EEA UCITS management companies: application for approval to manage a UCITS scheme established in the United Kingdom). In
SUP 16.3.16GRP
The firm is responsible for ensuring delivery of the required report38 by the due date. If a report is received by the FCA28 after the due date and the firm believes its delivery arrangements were adequate, it may be required to provide proof of those arrangements. Examples of such proof would be:494949(1) "proof of posting" receipts from a UK post office or overseas equivalent which demonstrates that the report was posted early enough to allow delivery by the due date in accordance
MCOB 3A.4.8RRP
A firm must not communicate or approve a financial promotion which relates to qualifying credit provided by an overseas person, unless:(1) the financial promotion of qualifying credit makes clear which firm has approved or communicated it and, where relevant, explains:(a) that the rules made under the Act for the protection of customers do not apply;(b) the extent and level to which the compensation scheme will be available or, if the scheme will not be available, a statement
EG 2.6.1RP
2The FCA views co-operation with its overseas counterparts as an essential part of its regulatory functions. Section 354A of the Act imposes a duty on the FCA to take such steps as it considers appropriate to co-operate with others who exercise functions similar to its own. This duty extends to authorities in the UK and overseas. In fulfilling this duty the FCA may share information which it is not prevented from disclosing, including information obtained in the course of the
LR 13.8.16RRP
(1) A circular to holders of listed securities convertible into shares reminding them of the times when conversion rights are exercisable must include:(a) the date of the last day for lodging conversion forms and the date of the expected sending of the certificates;(b) a statement of the market values for the securities on the first dealing day in each of the six months before the date of the circular and on the latest practicable date before sending the circular;(c) the basis
PRIN 3.4.5RRP
Where Principle 11 refers to regulators, this means, in addition to the FCA7, other regulators with recognised jurisdiction in relation to regulated activities, whether in the United Kingdom or abroad.
BIPRU 3.2.29AGRP
(1) 2In relation to BIPRU 3.2.25 R (1)(ba), a subsidiary undertaking should generally be 100% owned and controlled by a single shareholder. However, if a subsidiary undertaking has more than one shareholder, that undertaking may be a member of the core UK group if all its shareholders are also members of the same core UK group. (2) For the purpose of BIPRU 3.2.25R (1)(d) (Incorporation in the UK), if a counterparty is of a type that falls within the scope of the Council Regulation