Related provisions for MAR 7A.4.1
Sections 87H and 87I of the Act provide:
Prospectus approved in another EEA State |
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87H |
(1) |
A prospectus approved by the competent authority of an EEA State other than the United Kingdom is not an approved prospectus for the purposes of section 85 unless that authority has notified ESMA and provided the competent authority with -3 |
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(a) |
a certificate of approval; |
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(b) |
a copy of the prospectus as approved; and |
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(c) |
if requested by the [FCA], a translation of the summary of the prospectus. |
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(2) |
A document is not a certificate of approval unless it states that the prospectus - |
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(a) |
has been drawn up in accordance with the prospectus directive; and |
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(b) |
has been approved, in accordance with that directive, by the competent authority providing the certificate. |
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(3) |
A document is not a certificate of approval unless it states whether (and, if so, why) the competent authority providing it authorised, in accordance with the prospectus directive, the omission from the prospectus of information which would otherwise have been required to be included. |
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3(3A) |
The competent authority must publish on its website a list of certificates of approval provided to it in accordance with this section. |
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3(3B) |
The list referred to in subsection (3A) must - |
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(a) |
be kept up-to-date; |
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(b) |
retain items on it for a period of at least 12 months; and |
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(c) |
include hyperlinks to any certificate of approval and prospectus published on the website of - |
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(i) |
the competent authority of the EEA State which provided the certificate; |
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(ii) |
the issuer; or |
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(iii) |
the regulated market where admission to trading is sought. |
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(4) |
"Prospectus" includes a supplementary prospectus. |
Provision of information to host Member State |
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87I |
(1) |
The [FCA] must, if requested to do so, supply the competent authority of a specified EEA State with – |
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(a) |
a certificate of approval; |
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(b) |
a copy of the specified prospectus (as approved by the [FCA]); and |
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(c) |
a translation of the summary of the specified prospectus (if the request states that one has been requested by the other competent authority).2 |
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(1A)2 |
If the competent authority supplies a certificate of approval to the competent authority of the specified EEA State, it must also supply a copy of that certificate to - |
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(a) |
the person who made the request under this section; and |
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(b) |
ESMA. |
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(2) |
Only the following may make a request under this section – |
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(a) |
the issuer of the transferable securities to which the specified prospectus relates; |
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(b) |
a person who wishes to offer the transferable securities to which the specified prospectus relates to the public in an EEA State other than (or as well as) the United Kingdom; |
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(c) |
a person requesting the admission of the transferable securities to which the specified prospectus relates to a regulated market situated or operating in an EEA State other than (or as well as) the United Kingdom. |
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(3) |
A certificate of approval must state that the prospectus – |
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(a) |
has been drawn up in accordance with this Part and the prospectus directive; and |
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(b) |
has been approved, in accordance with those provisions, by the [FCA]. |
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(4) |
A certificate of approval must state whether (and, if so, why) the [FCA] authorised, in accordance with section 87B, the omission from the prospectus of information which would otherwise have been required to be included. |
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(5) |
The [FCA] must comply with a request under this section – |
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(a) |
if the prospectus has been approved before the request is made, within 3 working days beginning with the date the request is received2; or 2 |
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(b) |
if the request is submitted with an application for the approval of the prospectus, on the first working day after the date on which it approves the prospectus. |
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(6) |
“Prospectus” includes a supplementary prospectus. |
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(7) |
“Specified” means specified in a request made for the purposes of this section. |
Glossary of defined terms for Chapter 9
Note: If a defined term does not appear in the glossary below, the definition appearing in the HandbookGlossary applies.
approved exchange |
means an investment exchange listed as such in Appendix 33 to IPRU-INV 3. |
exchange |
means a recognised investment exchange or designated investment exchange. |
initial capital |
means the initial capital of a firm calculated in accordance with section 9.3. |
intangible assets |
the full balance sheet value of a firm's intangible assets including goodwill, capitalised development costs, licences, trademark and similar rights etc. |
intermediate broker |
in relation to a margined transaction, means any person through whom the firm undertakes that transaction. |
material current year losses |
means losses of an amount equal to 10% or more of initial capital minus B (with B calculated in accordance with Table 9.5.2R). |
material holding |
means a firm's holdings of shares and any other interest in the capital of a credit institution or financial institution: (a) which exceeds 10% of the capital of the issuer, and, where this is the case, any holdings of subordinated debt of the same issuer, the full amount is a material holding; or (b) holdings not deducted under (a) if the total amount of such holdings exceeds 10% of that firm'sown funds, in which case only the excess amount is a material holding. |
material insurance holdings |
(a) means the holdings of an exempt CAD firm of items of the type set out in (b) in any: (i) insurance undertaking; or (ii) insurance holding company that fulfils one of the following conditions: (iii) it is a subsidiary undertaking of that firm; or (iv) that firm holds a participation in it. (b) An item falls into this provision for the purpose of (a) if it is: (i) an ownership share; or (ii) subordinated debt or another item of capital that forms part of the tier two capital resources that1 falls into GENPRU 2 or, as the case may be, INSPRU 7, or is an item of “basic own funds” defined in the PRA Rulebook: Glossary. |
own funds |
means the own funds of a firm calculated in accordance with 9.2.9R(2) and The Interim Prudential Sourcebook for Investment Businesses Chapter 9: Financial resources requirements for an exempt CAD firm Page 2 of 2 Version: November 2007 9.2.8R(b). |
own funds requirement |
means the requirement set out in 9.2.9R(1) and 9.2.8R(b). |
verified |
means checked by an external auditor who has undertaken at least to: (a) satisfy himself that the figures forming the basis of the interim profits have been properly extracted from the underlying accounting records; (b) review the accounting policies used in calculating the interim profits so as to obtain comfort that they are consistent with those normally adopted by the firm in drawing up its annual financial statements and are in accordance with the relevant accounting principles; (c) perform analytical procedures on the result to date, including comparisons of actual performance to date with budget and with the results of prior period(s); (d) discuss with management the overall performance and financial position of the firm; (e) obtain adequate comfort that the implications of current and prospective litigation, all known claims and commitments, changes in business activities and provisioning for bad and doubtful debts have been properly taken into account in arriving at the interim profits; and (f) follow up problem areas of which he is already aware in the course of auditing the firm's financial statements. |
Schedule to the Recognition Requirements Regulations, Paragraph 4(2)(e)
2Without prejudice to the generality of sub-paragraph [4(1)], the [UK RIE] must ensure that- |
satisfactory arrangements are made for recording transactions effected on the [UK RIE], and transactions (whether or not effected on the [UK RIE ]) which are cleared or to be cleared by means of itsfacilities; |
[Note: article 25 of MiFIR requires the operator of a trading venue to keep relevant data relating to all orders in financial instruments which are advertised through their systems at the disposal of the FCA]4 |