Related provisions for PERG 5.5.3

21 - 38 of 38 items.

SUP 16.23.2R01/01/2021

Unless a firm is listed in the table below, this section does not apply to it where both of the following conditions are satisfied:

(1)
the firm has reported total revenue of less than £5 million as at its last accounting reference date; and
(2)
the firm only has permission to carry on one or more of the following activities:
1. (a)
  advising on investments;
2. (b)
  dealing in investments as agent;
3. (c)
  dealing in investments as principal;
4. (d)
  arranging (bringing about deals) in investments;
5. (e)
  making arrangements with a view to transactions in investments;
6. (f)
  assisting in the administration and performance of a contract of insurance in relation to non-investment insurance contracts;
7. (g)
  agreeing to carry on a regulated activity;
8. (h)
  advising on pension transfers and pension opt-outs;
9. (i)
  credit-related regulated activity;
10. (j)
  home finance mediation activity;
11. (k)
  managing investments;
12. (l)
  establishing, operating or winding up a collective investment scheme;
13. (m)
  establishing, operating or winding up a personal pension scheme;
14. (n)
  establishing, operating or winding up a stakeholder pension scheme;
15. (o)
  managing a UK UCITS 3;
16. (p)
  managing an AIF;
17. (q)
  safeguarding and administering investments;
18. (r)
  acting as trustee or depositary of a UK UCITS 3;
19. (s)
  acting as trustee or depositary of an AIF; and/or
20. (t)
  operating a multilateral trading facility.

Table: Firms to which the exclusion in SUP 16.23.2R does not apply

a UK bank;
a building society;
2
a non-UK bank;2
a mortgage lender;
a mortgage administrator; or
a firm offering life and annuity insurance products.

PERG 5.3.9G01/10/2018

For an activity to be a regulated activity, it must be carried on in relation to 'specified investments' (see section 22 of the Act Regulated activities) and Part III of the Regulated Activities Order (Specified investments)). For the purposes of insurance distribution activity3, specified investments include the following 'relevant investments' defined in article 3(1) of the Regulated Activities Order (Interpretation):(1) rights under any contract of insurance (see article 75

PERG 8.17A.1G01/10/2018

The application of section 21 of the Act and of exemptions in the Financial Promotion Order to invitations or inducements about insurance distribution activities1 will vary depending on the type of activity. The implementation of the IDD1 has not led to any changes in the definitions of a controlled investment or a controlled activity under the Financial Promotion Order. So:(1) rights under any contract of insurance are a controlled investment;(2) rights to or interests in rights

PERG 5.9.1G01/04/2013

Under article 64 of the Regulated Activities Order (Agreeing to carry on specified kinds of activity), in addition to the regulated activities of:(1) dealing in investments as agent;(2) arranging (bringing about) deals in investments;(3) making arrangements with a view to transactions in investments;(4) assisting in the administration and performance of a contract of insurance; and(5) advising on investments;agreeing to do any of these things is itself a regulated activity. In

PERG 8.7.3G01/07/2005

The overall effect is that a financial promotion must relate in some way to a controlled investment and may be summarised as the communication, in the course of business, of an invitation or inducement to:(1) acquire, dispose of or underwrite certain investments or exercise rights conferred by such an investment for such purpose or for the purpose of converting it; or(2) receive or undertake investment services such as dealing in investments as principal or as agent, managing

PERG 2.3.6G01/04/2014

5This principle potentially also applies to agents and others who assist another to carry on that other's business. That does not mean however that agents and other such persons can never carry on a regulated activity. Apart from anything else it is clear that some regulated activities are meant to be carried on by such persons, such as dealing in investments as agent.

PERG 5.15.4G01/01/2021

Types of activity – are they regulated activities and, if so, why?

Type of activity	Is it a regulated activity?	Rationale
MARKETING AND EFFECTING INTRODUCTIONS
Passive display of information -for example, medical insurance brochures in doctor’s surgery (whether or not remuneration is received for this activity)	No.	Merely displaying information does not constitute making arrangements under article 25(2) (see PERG 5.6.4 G).
Providing a2 customer with contact details or information about a broker / insurance undertaking 2 (whether by phone, fax, e-mail, face-to-face or any other means of communication)	Yes, but articles 33B or2 72C may be available.	This will constitute making arrangements under article 25(2). But, the exclusions in articles 33B or 72C2 will apply if all the intermediary does is supply information to the customer and the relevant conditions of those exclusions2 are otherwise met (see PERG 5.6.4AG2 to PERG 5.6.9 G). Generally, this will not amount to advice under article 53(1)1 unless there is an implied recommendation of a particular policy (see PERG 5.8.4 G), in which case articles 33B and 72C2 would not be available.
Providing an insurance undertaking/broker with contact details of customer	Yes, but article 33B may be available2.	This will constitute making arrangements under article 25(2) when undertaken in the context of regular or ongoing arrangements for introducing customers. Article 33B applies to the provision of information about a potential policyholder to an insurance undertaking or an insurance or reinsurance intermediary, and so may apply here if the relevant conditions are met. It will only apply if the provider of the customer information does not take any step other than providing the information to assist in the conclusion of a contract of insurance.2
Marketing on behalf of insurance undertaking to intermediaries only (for example, broker consultants)	Yes.	This amounts to work preparatory to the conclusion of contracts of insurance and so constitutes making arrangements under article 25(2). Article 33B does not apply because the information provided to the intermediary doesn’t relate to a potential policyholder, and isn’t provided to a policyholder.2 Article 72C is not available because this activity does not involve provision of information to the policyholder or potential policyholder only.
Telemarketing services (that is, companies specialising in marketing an insurance undertaking's products/services to prospective customers)	Yes.	This amounts to introducing and/or other work preparatory to the conclusion of contracts of insurance and so constitutes making arrangements under article 25(2). This could also involve article 25(1) arranging where the telemarketing company actually sells a particular policy and could involve advising on investments. Article 33B is unlikely to apply, as the telemarketing company is likely to be actively persuading the customer rather than merely providing information.2 Article 72C will not be available where the provision of information is more than incidental to the telemarketing company’s main business. Articles 33B and 72C will not be available2 where the telemarketing company is advising on investments.
PRE-PURCHASE DISCUSSIONS WITH CUSTOMERS AND ADVICE
Discussion with client about need for insurance generally/need to take out a particular type of insurance	Generally, no. Articles 33B or2 72C available if needed.	Not enough, of itself, to constitute making arrangements under article 25(2), but you should consider whether, viewed as a whole, your activities might amount to arranging. If so, articles 33B or2 72C might be of application (see PERG 5.6.5 G to PERG 5.6.9 G).
Advising on the level of cover needed	Generally, no. Articles 33B or2 72C available if needed.	Not enough, of itself, to constitute making arrangements under article 25(2), but you should consider whether, viewed as a whole, your activities might amount to making arrangements under article 25(2) (see PERG 5.8.3 G). If so,articles 33B or2 72C might be of application (see PERG 5.6.4AG2 to PERG 5.6.9 G).
Pre-purchase questioning in the context of filtered sales (intermediary asks a series of questions and then suggests several policies which suit the answers given)	Yes. Subject to article 72 C exclusion where available.	This will constitute arranging although article 72C may be of application (see PERG 5.6.4AG2 to PERG 5.6.9 G). If there is no express or implied recommendation of a particular policy, this activity will not amount to advice under article 53(1)1 (see PERG 5.8.15 G to PERG 5.8.19 G).
Explanation of the terms of a particular policy or comparison of the terms of different policies	Possibly. Article 72C available.	This is likely to amount to making arrangements under article 25(2). In certain circumstances, it could involve advising on investments (except P2P agreements)1 (see PERG 5.8.8 G (Advice or information)). Where the explanation is provided to the potential policyholder, and does not involve advising on investments (except P2P agreements)1, article 72C may be of application (see PERG 5.6.5 G to PERG 5.6.9 G), and where information is provided by a professional in the course of a profession, article 67 may apply (see PERG 5.11.9 G to PERG 5.11.12 G). Article 33B will not be available where this involves taking steps other than the provision of information.2
Advising that a customer take out a particular policy	Yes.	This amounts to advice on the merits of a particular policy under article 53(1)1 (see PERG 5.8.4 G to PERG 5.8.5 G).
Advising that a customer does not take out a particular policy	Yes.	This amounts to advice on the merits of a particular policy under article 53(1)1 (see PERG 5.8.4 G to PERG 5.8.5 G).
Advice by journalists in newspapers, broadcasts etc.	Generally, no because of the article 54 exclusion.	Article 54 provides an exclusion for advice given in newspapers etc (see PERG 5.8.24 G to PERG 5.8.25 G).
Giving advice to a customer in relation to2 buying a consumer product, where insurance is a compulsory secondary purchase and/or a benefit that comes with buying the product	Not necessarily but depends on the circumstances.	Where the advice relates specifically to the merits of the consumer product, it is possible that references to the accompanying insurance may be seen to be information and not advice. If, however, the advice relates, in part, to the merits of the insurance element, then it will be regulated activity.
ASSISTING CUSTOMERS WITH COMPLETING/SENDING APPLICATION FORMS
Providing information to customer who fills in application form	Possibly. Subject to article 67 or 72C, and article 33B,2 exclusions where available.	This activity may amount to arranging although the exclusions in article 67 (see PERG 5.11.9 G to PERG 5.11.12 G) and article 72C (see PERG 5.6.4AG2 to PERG 5.6.9 G) may be of application. Article 33B could also apply, depending on the type of information provided.2
Helping a potential policyholder fill in an application form	Yes.	This activity amounts to arranging. Articles 33B and2 72C will not apply because this activity goes beyond the mere provision of information to a policyholder or potential policyholder (see PERG 5.6.4AG2 to PERG 5.6.9 G).
Receiving completed proposal forms for checking and forwarding to an insurance undertaking (for example, an administration outsourcing service provider that receives and processes proposal forms)	Yes.	This amounts to arranging. Articles 33B and 72C do2 not apply because this activity goes beyond the mere provision of information to a policyholder or potential policyholder (see PERG 5.6.4AG2 to PERG 5.6.9 G).
Assisting in completion of proposal form and sending to insurance undertaking	Yes.	This activity amounts to arranging. Articles 33B and 72C do2 not apply because this activity goes beyond the mere provision of information (see PERG 5.6.4AG2 to PERG 5.6.9 G).
NEGOTIATING AND CONCLUDING CONTRACTS OF INSURANCE
Negotiating terms of policy on behalf of a customer with the insurance undertaking	Yes.	This activity amounts to arranging (see PERG 5.6.2 G).
Negotiating terms of policy on behalf of insurance undertaking with the customer and signing proposal form on his behalf	Yes.	These activities amount to both arranging and dealing in investments as agent.
Concluding a contract of insurance on insurance company’s behalf, for example, motor dealer who has authority to conclude insurance contract on behalf of insurance undertaking when selling a car	Yes.	A person carrying on this activity will be dealing in investments as agent. He will also be arranging (as the article 28 exclusion only applies in the limited circumstances envisaged under article 28(3)) (see PERG 5.6.12 G).
Agreeing, on behalf of a prospective policyholder, to buy a policy.	Yes.	A person who, with authority, enters into a contract of insurance on behalf of another is dealing in investments as agent under article 21, and will also be arranging.
Providing compulsory insurance as a secondary purchase	Yes. It will amount to dealing in investments as agent or arranging.	The fact that the insurance is secondary to the primary product does not alter the fact that arranging the package involves arranging the insurance.
COLLECTION OF PREMIUMS
Collection of cheque for premium from the customer at the pre-contract stage.	Yes (as part of arranging).	This activity is likely to form part of arranging. But the mere collection/receipt of premiums from the customer is unlikely, without more, to amount to arranging.
Collection of premiums at post-contract stage	No.	The mere collection of premiums from policyholders is unlikely, without more, to amount to assisting in the administration and performance of a contract of insurance.
MID-TERM ADJUSTMENTS AND ASSIGNMENTS
Solicitors or licensed conveyancers discharging client instructions to assign contracts of insurance.	Not where article 67 applies.	As the assignment of rights under a contract of insurance (as opposed to the creation of new contracts of insurance) does not fall within insurance distribution 4 5, article 67 is of potential application (see PERG 5.11.9 G to PERG 5.11.12 G).
Making mid-term adjustments to a policy, for example, property manager notifies changes to the names of the leaseholders registered as “interested parties” in the policy in respect of the property.	Yes.	Assuming the freeholder (as policyholder) is obliged under the terms of the policy to notify the insurance undertaking of changes to the identity of the leaseholders, the property manager is likely to be assisting in the administration and the performance of the contract of insurance.
TRADED ENDOWMENT POLICIES (“TEPs”)
Making introductions for the purposes of selling TEPs	Yes, unless article 72C applies.	Making introductions for these purposes is arranging unless article 72C applies (see PERG 5.6.5 G to PERG 5.6.9 G). The exclusions in article 29 (Arranging deals with or through authorised persons) and 33 (Introducing) no longer apply to arranging contracts of insurance.
Market makers in TEPs	Yes, although the exclusion in article 28 may apply.	Unauthorised market makers can continue to make use of the exclusions in articles 15 (Absence of holding out etc.) and 16 (Dealing in contractually based investments), where appropriate. In order to avoid the need for authorisation in respect of arranging they may be able to rely upon article 28 (see PERG 5.6.12 G).
ASSISTING POLICYHOLDER WITH MAKING A CLAIM
Merely providing information to the insured to help him complete a claim form	No.	Of itself, this is likely to amount to assisting in the administration but not the performance of a contract of insurance. In the FCA's view, the provision of information in these circumstances is more akin to facilitating performance of a contract of insurance rather than assisting in the performance (see PERG 5.7.3 G to PERG 5.7.5 G)
Completion of claim form on behalf of insured	Potentially.	This activity amounts to assisting in the administration of a contract of insurance. Whether this activity amounts to assisting in the administration and performance of a contract of insurance will depend upon whether a person's assistance in filling in a claims form is material to whether performance of the contractual obligation to notify a claim takes place (see PERG 5.7.2 G to PERG 5.7.3 G).
Notification of claim to insurance undertaking and helping negotiate its settlement on the policyholder's behalf	Yes.	This activity amounts to assisting in the administration and performance of a contract of insurance (see PERG 5.7.4 G).
ASSISTING INSURANCE UNDERTAKING WITH CLAIMS BY POLICYHOLDERS
Negotiation of settlement of claims on behalf of an insurance undertaking	No.	Managing claims3 on behalf of an insurance undertaking does not amount to assisting in the administration and performance of a contract of insurance by virtue of the exclusion in article 39B (see PERG 5.7.7 G).
Providing information to an insurance undertaking in connection with its investigation or assessment of a claim	No.	This activity does not amount to assisting in the administration and performance of a contract of insurance.
Loss adjusting and managing claims3 (for example, by administration outsourcing providers)	Potentially.	These activities may amount to assisting in the administration and performance of a contract of insurance. Article 39B excludes these activities, however, when undertaken on behalf of an insurance undertaking only (see PERG 5.7.7 G).
Providing an expert appraisal of a claim	No.	This activity does not amount to assisting in the administration and performance of a contract of insurance whether carried out on behalf of an insurance undertaking or otherwise.
Jeweller repairs customer’s jewellery pursuant to a policy which permits the jeweller to carry out repairs	No.	This activity does not amount to assisting in the administration and performance of a contract of insurance. It amounts to managing claims on behalf of an insurance undertaking and so falls within the exclusion in article 39B (see PERG 5.7.7 G).

DISP 2.8.10G29/08/2017

713Where a complaint meets the requirements of DISP 2.8.9R(2)(d), those parts of the complaint that relate to the grounds of rejection of the claim are not subject to the restriction in DISP 2.8.9R(1) on an Ombudsman considering the complaint.

SUP App 3.10.11G01/01/2016

Although the Solvency II Directive is7 concerned with the regulated activities of effecting and carrying out contracts of insurance, an incoming EEA firm passported under the Solvency II Directive7 will be entitled to carry on certain other regulated activities without the need for top-up permission. This is where the regulated activities are carried on for the purposes of or in connection with the incoming EEA Firm's insurance business1. These regulated activities may include:77(1)

SYSC 10A.1.1R01/01/2021

1Subject to the exemptions in SYSC 10A.1.4R, this chapter applies to a firm:(1) that is a:(a) MiFID investment firm3; or(b) full-scope UK AIFM; or(c) small authorised UK AIFM or residual CIS operator; or(d) [deleted]3(e) UCITS management company; or(f) MiFID optional exemption firm, performing activities covered by the exemption; or(g) [deleted]3(h) third country investment firm; or(i) that carries on activities referred to in the general application rule related to:(i) commodity

FEES 6.4.10BG01/04/2019

[deleted]8

5 5

SUP 16.12.4R01/01/2021

Table of applicable rules containing data items 4, frequency and submission periods

(1)		(2)	(3)	(4)
RAGnumber	Regulated Activities	Provisions containing:
RAGnumber	Regulated Activities	applicabledata items	reporting frequency/ period	due date32 32
	27 12 12	37
RAG 1	• accepting deposits • meeting of repayment claims 76 managing dormant account funds (including the investment of such funds)76	RAG 1 firms should complete their prudential reporting requirements as set out in the PRA Rulebook.76
RAG 2.1	• effecting contracts of insurance • carrying out contracts of insurance • entering as provider into a funeral plan contract	71 2	71 2	71 2
RAG 2.2	• managing the underwriting capacity of a Lloyds syndicate as a managing agent at Lloyds • advising on syndicate participation at Lloyds • arranging deals in contracts of insurance written at Lloyds	SUP 16.12.9 R2	SUP 16.12.9 R2	SUP 16.12.9 R2
RAG 3	• dealing in investment as principal • dealing in investments as agent • advising on investments (except P2P agreements) 67 (excluding retail investment activities) • arranging (bringing about) deals in investments (excluding retail investment activities) • advising on P2P agreements (when carried on exclusively with or for professional clients)67	SUP 16.12.10 R2 SUP 16.12.11 R78except FSA001 and FSA002 on consolidated basis for FINREP firms 37 37	SUP 16.12.10 R2SUP 16.12.12 R78 37	SUP 16.12.10 R2SUP 16.12.13 R
RAG 4	• managing investments • establishing, operating or winding up a collective investment scheme • establishing, operating or winding up a stakeholder pension scheme • establishing, operating or winding up a personal pension scheme2 • managing an AIF 38 • managing a UK UCITS 82 • operating an electronic system in relation to lending (FCA-authorised persons only)48 38 38 38 5	SUP 16.12.14 R2 SUP 16.12.15 R78, except FSA001 and FSA002 on consolidated basis for FINREP firms 37 37	SUP 16.12.14 R2SUP 16.12.16 R78 37	SUP 16.12.14 R2SUP 16.12.17 R
RAG 5	• home finance administration or home finance providing activity 11 • the activity of a P2P platform operator facilitating a home finance transaction, where the lender or provider does not require permission to enter into the transaction83 11	76SUP 16.12.18BR 37 and SUP 16.12.18C R58 2 58	76SUP 16.12.18BR 37 and SUP 16.12.18C R58 2 58	76SUP 16.12.18BR 37 and SUP 16.12.18C R58 2 58
RAG 6	• safeguarding and administration of assets (without arranging) • arranging safeguarding and administration of assets • acting as trustee or depositary of an AIF 38 • acting as trustee or depositary of a UK UCITS 82 38 40 38 38	SUP 16.12.19A R2	SUP 16.12.20 R2	SUP 16.12.21 R2
RAG 7	• retail investment activities • advising on P2P agreements (except when carried on exclusively with or for professional clients)67 • advising on pensions transfers & opt-outs • arranging (bringing about deals) in retail investments	SUP 16.12.22A R78except FSA001 and FSA002 on consolidated basis for FINREP firms 37 37	SUP 16.12.23A R78 37 37	SUP 16.12.24AR78
RAG 8	• making arrangements with a view to transactions in investments • operating a multilateral trading facility4 • operating an organised trading facility35	SUP 16.12.25AR or SUP 16.12.25CR for UK designated investment firms except80 FSA001 and FSA002 on consolidated basis for FINREP firms 80 37 78 37	SUP 16.12.26 R	SUP 16.12.27 R
RAG 9	• home finance mediation activity 14 • insurance distribution activity 84 (non-investment insurance contracts) 14	SUP 16.12.28A R14	SUP 16.12.28A R14	SUP 16.12.28A R14
RAG 10	• the activities of an RIE 97 97	SUP 16.12.29 G2	SUP 16.12.29 G2	SUP 16.12.29 G2 32
32 RAG 11 [deleted]81	81	81	81	81
47 RAG 12 71	• credit-related regulated activity	SUP 16.12.29C R	SUP 16.12.29C R	SUP 16.12.29C R

LR App 1.1.101/01/2021

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

Act	The Financial Services and Markets Act 2000.
admission or admission to listing	admission of securities to the official list .
admission to trading	admission of securities to trading on an RIE's market for listed securities.
advertisement	(as defined in the Prospectus Regulation) a communication with both of the following characteristics:53
	(a)	relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and
	(b)	aiming to specifically promote the potential subscription or acquisition of securities.
applicant	an issuer which is applying for admission of securities.
asset backed security	(as defined in the PR Regulation 53) 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 there under; 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.
associate	(A)36 in relation to a director, substantial shareholder, or person exercising significant influence, who is an individual: 6
	(1)	that individual's spouse , civil partner 2or child (together "the individual's family");
	(2)	the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are related parties;
	(3)	any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able: (a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or (b) to appoint or remove directors 33 holding a majority of voting rights at board meetings on all, or substantially all, matters;29 33
	29(4)	any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual’s family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control: (a) a voting interest greater than 30% in the partnership; or (b) at least 30% of the partnership.
	For the purpose of paragraph (3), if more than one director of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those directors and their associates will be aggregated when determining whether that company is an associate of the director.
	(B)36 in relation to a substantial shareholder or person exercising significant influence, which is a company: 6
	(1)	any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;
	(2)	any company whose directors are accustomed to act in accordance with the substantial shareholder's or person exercising significant influence's directions or instructions;6 6 6
	(3)	any company in the capital of which the substantial shareholder or person exercising significant influence and any other companyunder paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (3)(a) or (b) above of this definition.6
	36(C) when used in the context of a controlling shareholder who is an individual:
	36(1)	that individual's spouse, civil partner or child (together "the individual's family");
	36(2)	the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are controlling shareholders);
	36(3)	any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able: (a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or (b) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters;
	36(4)	any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual's family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control: (a) a voting interest greater than 30% in the partnership; or (b) at least 30% of the partnership.
	36For the purpose of paragraph (3), if more than one controlling shareholder of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those controlling shareholders and their associates will be aggregated when determining whether that company is an associate of the controlling shareholder.
	36(D) when used in the context of a controlling shareholder which is a company:
	36(1)	any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;
	36(2)	any company whose directors are accustomed to act in accordance with the controlling shareholder's directions or instructions;
	36(3)	any company in the capital of which the controlling shareholder and any other company under paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (C)(3)(a) or (b) of this definition.
authorised person	(in accordance with section 31 of the Act (Authorised persons)) one of the following:
	(a)	a person who has a Part 4A permission to carry on one or more regulated activities;
	(b)	[deleted]52
	(c)	[deleted]52
	(d)	[deleted]52
	(e)	an ICVC;
	(f)	the Society of Lloyd's.13
	(see also GEN 2.2.18R for the position of an authorised partnership or unincorporated association which is dissolved.)52
bank	(a)	a firm with a Part 4A permission which includes accepting deposits, and: (i) which is a credit institution; 52 (ii) [deleted]524 4 but which is not a building society, a friendly society or a credit union;
	(b)	[deleted]52
base prospectus	a base prospectus referred to in article 8 of the Prospectus Regulation.53 29
29body 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.
book value of property	(in relation to a property company) the value of a property (which is not classified as a net current asset) before the deduction of mortgages or borrowings as shown in the company's latest annual report and accounts.
29break fee arrangement	an arrangement falling within the description in LR 10.2.6A R.
53	53
business day	(1)	(in relation to anything done or to be done in (including to be submitted to a place in) any part of the United Kingdom), any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in that part of the United Kingdom;
	(2)	(in relation to anything done or to be done by reference to a market outside the United Kingdom) any day on which that market is normally open for business.
44	44
CARD	Consolidated Admissions and Reporting Directive.
certificate representing certain securities	the investment specified in article 80 of the Regulated Activities Order (Certificates representing certain securities), which is in summary: a certificate or other instrument which confers contractual or property rights (other than rights consisting of options):
	(a)	in respect of any share, debenture, alternative debenture,19 government and public security or warrant held by a person other than the person on whom the rights are conferred by the certificate or instrument; and 19
	(b)	the transfer of which may be effected without requiring the consent of that person;
	but excluding any certificate or other instrument which confers rights in respect of two or more investments issued by different persons or in respect of two or more different government and public securities issued by the same person.
certificate representing debt securities	a certificate representing certain securities where the certificate or other instrument confers rights in respect of debentures, alternative debentures,19 or government and public securities.
certificate representing equity securities	a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity securities.
certificate representing shares	a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity shares.30
charge	(in relation to securitised derivatives) means any payment identified under the terms and conditions of the securitised derivatives.
Chinese wall	an arrangement that requires information held by a person in the course of carrying on one part of its business to be withheld from, or not to be used for, persons with or for whom it acts in the course of carrying on another part of its business.
circular	any document issued to holders of listed securities including notices of meetings but excluding prospectuses, listing particulars, annual reports and accounts, interim reports, proxy cards and dividend or interest vouchers.
class	securities the rights attaching to which are or will be identical and which form a single issue or issues.
class 1 acquisition	a class 1 transaction that involves an acquisition by the relevant listed company or its subsidiary undertaking.
class 1 circular	a circular relating to a class 1 transaction or a transaction which must comply with the requirements of a class 1 transaction 38.
class 1 disposal	a class 1 transaction that consists of a disposal by the relevant listed company or its subsidiary undertaking.
class 1 transaction	a transaction classified as a class 1 transaction under LR 10.
class 2 transaction	a transaction classified as a class 2 transaction under LR 10 .29
class tests	the tests set out in LR 10 Annex 1(and for certain specialist companies, those tests as modified or added to by LR 10.7), which are used to determine how a transaction is to be classified for the purposes of the listing rules.
closed-ended	(in relation to investment entities) an investment company which is not an open-ended investment company.
5closed-ended investment fund	an entity:
	(a)	which is an undertaking with limited liability, including a company, limited partnership, or limited liability partnership; and
	(b)	whose primary object is investing and managing its assets (including pooled funds contributed by holders of its listed securities):
		(i) in property of any description; and
		(ii) with a view to spreading investment risk.
43	43
COBS9	the Conduct of Business sourcebook, from 1 November 20079.
3Combined Code	in relation to an issuerthe Combined Code on Corporate Governance published in June 2008 by the Financial Reporting Council.18 18
company	any body corporate.
competent authority	(in relation to the functions referred to in Part VI of the Act) the FCA 52
		52
		52
connected client	in relation to a sponsor or securities house, any client of the sponsor or securities house who is:
	(a)	a partner, director, employee or controller (as defined in section 422 of the Act) of the sponsor or securities house or of an undertaking described in paragraph (d);
	(b)	the spouse , civil partner 2or child of any individual described in paragraph (a);
	(c)	a person in his capacity as trustee of a private trust (other than a pension scheme or an employees' share scheme) the beneficiaries of which include any person described in paragraph (a) or (b); or
	(d)	an undertaking which in relation to the sponsor or securities house is a group undertaking.
connected person	(in DTR and LR in relation to a person discharging managerial responsibilities within an issuer) has the meaning given to “person closely associated” in article 3(1)(26) of the Market Abuse Regulation.43
Consolidated Admissions and Reporting Directive	Directive 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 (No 2001/34/EC).
constitution	memorandum and articles of association or equivalent constitutional document.
contingent liability investment	a derivative under the terms of which the client will or may be liable to make further payments (other than charges, and whether or not secured by margin) when the transaction falls to be completed or upon the earlier closing out of his position.
contract of significance	a contract which represents in amount or value (or annual amount or value) a sum equal to 1% or more, calculated on a group basis where relevant, of:
	(1)	in the case of a capital transaction or a transaction of which the principal purpose or effect is the granting of credit, the aggregate of the group's share capital and reserves; or
	(2)	in other cases, the total annual purchases, sales, payments or receipts, as the case may be, of the group.
36controlling shareholder	means any person who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company. For the purposes of calculating voting rights, the following voting rights are to be disregarded:49
	(1)	any voting rights which such a person exercises (or controls the exercise of) independently in its capacity as: bare trustee, investment manager, collective investment undertaking or a long-term insurer in respect of its linked long-term business if no associate of that person interferes by giving direct or indirect instructions, or in any other way, in the exercise of such voting rights (except to the extent any such person confers or collaborates with such an associate which also acts in its capacity as investment manager, collective investment undertaking or long-term insurer); or49
	(2)	any voting rights which a person may hold (or control the exercise of) solely in relation to the direct performance, by way of business, of:49
		(a)	underwriting the issue or sale of securities; or49
		(b)	placing securities, where the person provides a firm commitment to acquire any securities which it does not place; or 49
		(c)	acquiring securities from existing shareholders or the issuer pursuant to an agreement to procure third-party purchases of securities;49
	and where the conditions below are satisfied:49
	(i)	the activities set out in (2)(a) to (c) are performed in the ordinary course of business;49
	(ii)	the securities to which the voting rights attach are held for a consecutive period of 5 trading days or less, beginning with the first trading day on which the securities are held;49
	(iii)	the voting rights are not exercised within the period the securities are held; and49
	(iv)	no attempt is made directly or indirectly by the person to intervene in (or attempt to intervene in) or exert (or attempt to exert) influence on the management of the issuer within the period the securities are held.49
convertible securities	a security which is:
	(1)	convertible into, or exchangeable for, other securities; or
	(2)	accompanied by a warrant 33 or option 33 to subscribe for or purchase other securities. 33 33
deal	a dealing transaction;
dealing	(in accordance with paragraph 2 of Schedule 2 to the Act (Regulated activities)) buying, selling, subscribing for or underwriting investments or offering or agreeing to do so, either as principal or as an43 agent, including, in the case of an investment which is a contract of insurance, carrying out the contract.
debt security	debentures, alternative debentures,19 debenture stock, loan stock, bonds, certificates of deposit or any other instrument creating or acknowledging indebtedness.7
6deferred bonus	any arrangement pursuant to the terms of which an employee or director may receive a bonus (including cash or any security) in respect of service and/or performance in a period not exceeding the length of the relevant financial year notwithstanding that the bonus may, subject only to the person remaining a director or employee of the group, be receivable by the person after the end of the period to which the award relates.
6defined benefit scheme	in relation to a director, means a pension scheme which is not a money purchase scheme.
depositary	a person that issues certificates representing certain securities that have been admitted to listing 33 or are the subject of an application for admission to listing. 33
7 DEPP	the Decision Procedure and Penalties manual
designated professional body	a professional body designated by the Treasury under section 326 of the Act (Designation of professional bodies) for the purposes of Part XX of the Act (Provision of Financial Services by Members of the Professions); as at 21 June 2001 the following professional bodies have been designated in the Financial Services and Markets Act 2000 (Designated Professional Bodies) Order 2001 (SI 2001/1226): (a) The Law Society (England and Wales); (b) The Law Society of Scotland; (c) The Law Society of Northern Ireland; (d) The Institute of Chartered Accountants in England and Wales; (e) The Institute of Chartered Accountants of Scotland; (f) The Institute of Chartered Accountants in Ireland; (g) The Association of Chartered Certified Accountants; (h) The Institute of Actuaries.
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.
43 disclosure guidance	the guidance contained in DTR 1 to 3
disclosure requirements 43 16 16	articles 17, 18 and 19 of the Market Abuse Regulation.43 16 16
document	any piece of recorded information, including (in accordance with section 417(1) of the Act (Interpretation)) information recorded in any form; in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form.
document viewing facility	a location identified on the FCA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility.
DTR	the Disclosure Guidance43 and Transparency Rules39 sourcebook containing the disclosure guidance 43, transparency rules,39 corporate governance rules and the rules relating to primary information providers.16 39 16 39
39E-Commerce Directive	the Council Directive of 8 June 2002 on legal aspects of information society services, in particular electronic commerce, in the Internal Market (No 2000/31/EC).
EEA State	(in accordance with Schedule 1 to the Interpretation Act 1978), in relation to any time:52
	(a)	a state which at that time is a member State; or52
	(b)	any other state which is at that time a party to the EEA agreement.52
	[Note: Current non-member State parties to the EEA agreement are Norway, Iceland and Lichtenstein.]52
7 EG	the Enforcement Guide
employee	an individual:
	(a)	who is employed or appointed by a person in connection with that person's business, whether under a contract of service or for services or otherwise; or
	(b)	whose services, under an arrangement between that person and a third party, are placed at the disposal and under the control of that person;
	but excluding an appointed representative or, where applicable, a tied agent 9 of that person.
employees' share scheme	has the same meaning as in section 116615 of the Companies Act 200615.7 6 6 8 6 6 8
equity security	equity shares and securities convertible into equity shares.
equity share20	shares comprised in a company's equity 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.
53 6	53 38
38ESMA	European Securities and Markets Authority.
ESMA Prospectus Recommendations40 40	the ESMA update of the CESR recommendations: The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (ESMA/2013/319).40 40
52EU	the European Union, being the Union established by the Treaty on European Union signed at Maastricht on 7 February 1992 (as amended), taking into account United Kingdom’s withdrawal from the Union pursuant to Article 50 of the Treaty.
52EU-adopted International Accounting Standards (or EU adopted IFRS)	means the international accounting standards within the meaning of EC Regulation No 1606/2002 of the European Parliament and of the Council of 19 July 2002 as adopted from time to time by the European Commission in accordance with that Regulation.
52EUWA	the European Union (Withdrawal) Act 2018.
exercise notice	(in relation to securitised derivatives), a document that notifies the issuer of a holder's intention to exercise its rights under the securitised derivative.
exercise price	(in relation to securitised derivatives), the price stipulated by the issuer at which the holder can buy or sell the underlying instrument from or to the issuer.
exercise time	(in relation to securitised derivatives), the time stipulated by the issuer by which the holder must exercise their rights.
expiration date	(in relation to securitised derivatives), the date stipulated by the issuer on which the holder's rights in respect of the securitised derivative ends.
27external management company	(in LR and PRR 53) has the meaning in PRR 5.3.3R53. (i.e., in relation to an issuer that is a company which is not a collective investment undertaking, a person who is appointed by the issuer (whether under a contract of service, a contract for services or any other commercial arrangement) to perform functions that would ordinarily be performed by officers of the issuer and to make recommendations in relation to strategic matters).
extraction	(in relation to mineral companies), includes mining, quarrying or similar activities and the reworking of mine tailings or waste dumps.
FCA	the Financial Conduct Authority.
final terms	the document containing the final terms of each issue which is intended to be listed.
financial information table	financial information presented in a tabular form that covers the reporting period set out in LR 13.5.13 R in relation to the entities set out in LR 13.5.14 R, and to the extent relevant LR 13.5.17A R30. 30
group	(1)	except in LR 6.4.3G, LR 6.5.3G, LR 6.14.3R, LR 6.14.4G49, LR 8.7.8R (10),LR 14.2.2 R, LR 14.2.3A G, LR 18.2.8 R and LR 18.2.9A G36, 6an issuer and its subsidiary undertakings (if any); and 36 12 36 36
	(2)	in LR 6.4.3G, LR 6.5.3G, LR 6.14.3R, LR 6.14.4G49, LR 8.7.8R (10), 6LR 14.2.2 R, LR 14.2.3A G, LR 18.2.8 R and LR 18.2.9A G36as defined in section 421 of the Act. 36 12 36 36
guarantee	(in relation to securitised derivatives), either:
	(1)	a guarantee given in accordance with LR 19.2.2 R (3)(if any); or
	(2)	any other guarantee of the issue of securitised derivatives.
guidance	guidance given by the FCA under the Act.
Handbook	the FCA's Handbook of rules and guidance.28
28holding company	(as defined in section 1159(1) of the Companies Act 2006 (Meaning of "subsidiary" etc) (in relation to another body corporate ("S")) a body corporate which:
	(a)	holds a majority of the voting rights in S; or
	(b)	is a member of S and has the right to appoint or remove a majority of its board of directors; or
	(c)	is a member of S and controls alone, under an agreement with other shareholders and members, a majority of the voting rights in S.
Home Member State or Home State	[deleted]54 52
Host Member State or Host State	[deleted]54 52
52	52 39
36independent director	a director whom an applicant 49 or listed company has determined to be independent under the UK Corporate Governance Code.
36independent shareholder	any person entitled to vote on the election of directors of a listed company that is not a controlling shareholder of the listed company.
39information society service	an information society service, as defined by article 2(a) of the E-Commerce Directive and article 1(2) of the Technical Standards and Regulations Directive (98/34/EC), which is in summary any service normally provided for remuneration, at a distance, by means of electronic equipment for the processing (including the digital compression) and storage of data at the individual request of a service recipient.
inside information	as described in article 7 of the Market Abuse Regulation 45.
43	43
intermediaries offer	a marketing of securities already or not yet in issue, by means of an offer by, or on behalf of, the issuer to intermediaries for them to allocate to their own clients.
52	52
in the money	(in relation to securitised derivatives):
	(a)	where the holder has the right to buy the underlying instrument or instruments from the issuer, when the settlement price is greater than the exercise price; or
	(b)	where the holder has the right to sell the underlying instrument or instruments to the issuer, when the exercise price is greater than the settlement price.5
10investment entity	an entity whose primary object is investing and managing its assets with a view to spreading or otherwise managing investment risk.
investment manager	a person who, on behalf of a client, manages investments and is not a wholly-owned subsidiary of the client.5 5
investment trust	a company which: 40
	(a)	is approved by the Commissioners for HM Revenue and Customs33 under sections 1158 and 1159 of the Corporation Tax Act 201040 (or, in the case of a newly formed company, has declared its intention to conduct its affairs so as to obtain such approval); or 33 40
	(b)	(for the purposes of the definitions of non-mainstream pooled investment and packaged product only)52 is resident in an EEA State 52and would qualify for such approval if resident in the United Kingdom.
issuer	any company or other legal person or undertaking (including a public sector issuer), any class of whose securities has been admitted to listing 33 or is the subject of an application for admission to listing 33. 33 33
29limited 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.
list of sponsors	the list of sponsors maintained by theFCA in accordance with section 88(3)(a) of the Act.
listed	admitted to the official list maintained by the FCA in accordance with section 74 of the Act.
listed company	a company that has any class of its securities listed.
listing particulars	(in accordance with section 79(2) of the Act), a document in such form and containing such information as may be specified in listing rules.
listing rules	(in accordance with sections 73A(1) and 1673A(2) of the Act) rules 16relating to admission to the official list. 16 16
London Stock Exchange	London Stock Exchange Plc.
long-term incentive scheme	any arrangement (other than a retirement benefit plan, a deferred bonus or any other arrangement that is an element of an executive director's remuneration package) which may involve the receipt of any asset (including cash or any security) by a director or employee of the group:
	(1)	which includes one or more conditions in respect of service and/or performance to be satisfied over more than one financial year; and
	(2)	pursuant to which the group may incur (other than in relation to the establishment and administration of the arrangement) either cost or a liability, whether actual or contingent.
LR	the sourcebook containing the listing rules.29
45
major subsidiary undertaking	a subsidiary undertaking that represents 25% or more of the aggregate of the gross assets or profits (after deducting all charges except taxation) of the group.
45
43 Market Abuse Regulation	the UK version of52 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council46 and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, which is part of United Kingdom law by virtue of the EUWA.52 45
member	(in relation to a profession) a person who is entitled to practise that profession and, in practising it, is subject to the rules of the relevant designated professional body, whether or not he is a member of that body.
mineral company	a company or group, whose principal activity is, or is planned to be, the extraction of mineral resources (which may or may not include exploration for mineral resources).
mineral expert's report	a competent person's36 report prepared in accordance with paragraph 133 of36 the ESMA Prospectus Recommendations.40 CESR recommendations 30 40
mineral resources	include metallic and non-metallic ores, mineral concentrates, industrial minerals, construction aggregates, mineral oils, natural gases, hydrocarbons and solid fuels including coal.
miscellaneous securities20	securities which are not:
	(a)	shares; or
	(b)	debt securities; or
	(c)	asset backed securities; or
	(d)	certificates representing debt securities; or
	(e)	convertible securities which convert to debt securities; or
	(f)	convertible securities which convert to equity securities; or
	(g)	convertible securities which are exchangeable for securities of another company; or
	(h)	certificates representing certain securities; or
	(i)	securitised derivatives.
43	43
30modified report 30	an accountant's or 30auditor's report:
	(a)	in which the opinion is modified; or30 30
	(b)	which contains an emphasis-of-matter paragraph.30 30
6money purchase scheme	in relation to a director, means a pension scheme under which all of the benefits that may become payable to or in respect of the director are money purchase benefits.
net annual rent	(in relation to a property) the current income or income estimated by the valuer:
	(1)	ignoring any special receipts or deductions arising from the property;
	(2)	excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and
	(3)	after making deductions for superior rents (but not for amortisation) and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent.
49
52	52
OECD state guaranteed issuer	an issuer of debt securities whose obligations in relation to those securities33 have been guaranteed by a member state of the OECD. 33
offer	an offer of transferable securities to the public.
offer for sale	an invitation to the public by, or on behalf of, a third party to purchase securities of the issuer already in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).
offer for subscription	an invitation to the public by, or on behalf of, an issuer to subscribe for securities of the issuer not yet in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).
offer of transferable securities to the public	(as defined in the Prospectus Regulation) a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. This definition also applies to the placing of securities through financial intermediaries.53
	53	53
		53
		53
	53	53
	53	53
	53	53
	53
offeror	(a)	in LR 5.2.10 R to LR 5.2.11D R36, an offeror as defined in the Takeover Code; and
	(b)	elsewhere in LR, a person 36who makes an offer of transferable securities to the public. 36
official list	the list maintained by the FCA in accordance with section 74(1) of the Act for the purposes of Part VI of the Act.
open-ended investment company33 33	as defined in section 236 of the Act (Open-ended investment companies).
open offer	an invitation to existing securities holders to subscribe or purchase securities in proportion to their holdings, which is not made by means of a renounceable letter (or other negotiable document).31
31operational objectives	as defined in section 1B(3) of the Act.
option	the investment, specified in article 83 of the Regulated Activities Order (Options), which is an option to acquire or dispose of: (a) a designated investment (other than a P2P agreement,37 an option); or (b) currency of the United Kingdom or of any other country or territory; or (c) palladium, platinum, gold or silver; or (d) an option to acquire or dispose of an option specified in (a), (b) or (c).
overseas	outside the United Kingdom.
overseas company	a company incorporated outside the United Kingdom.
overseas investment exchange	an investment exchange which has neither its head office nor its registered office in the United Kingdom.
parent undertaking	as defined in section 116215 of the Companies Act 200615. 6 6 8 6 6 8
Part 6 rules	(in accordance with section 73A(1) of the Act) rules made for the purposes of Part 6 of the Act.
53	prospectus directive.53
PD Regulation	the United Kingdom version of the Prospectus Directive Regulation (No 2004/809/EC), which is part of United Kingdom law by virtue of EUWA.52
percentage ratio	(in relation to a transaction) the figure, expressed as a percentage, that results from applying a calculation under a class test 22 to the transaction. 22
person	(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporate (that is, a natural person, a legal person and, for example, a partnership).
person discharging managerial responsibilities	as defined in article 3(1)(25) of the Market Abuse Regulation 45.
person exercising significant influence	in relation to a listed company, a person or entity which exercises significant influence over that listed company. 6
placing	a marketing of securities already in issue but not listed or not yet in issue, to specified persons or clients of the sponsor or any securities house assisting in the placing, which does not involve an offer to the public or to existing holders of the issuer's securities generally.

preference share	a share conferring preference as to income or return of capital which does not form part of the equity share capital of a company. 20
16premium listing	(a)	in relation to equity shares 20 (other those of a closed-ended investment fund or of an open-ended investment company or of a sovereign controlled commercial company that is required to comply with the requirements in LR 2150), means a listing where the issuer is required to comply with those requirements in LR 6 (Additional requirements for premium listing (commercial company)) and the20 other requirements in the listing rules that are expressed to apply to such securities with a premium listing;
	(b)	in relation to equity shares 20 of a closed-ended investment fund, means a listing where the issuer is required to comply with the requirements in LR 15 (Closed-Ended Investment Funds: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing;
	(c)	in relation to equity shares 20 of an open-ended investment company, means a listing where the issuer is required to comply with LR 16 (Open-ended investment companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing;50
	(d)	in relation to equity shares of a sovereign controlled commercial company, means a listing where the issuer is required to comply with the requirements in LR 21 (Sovereign controlled commercial companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing; and50
	(e)	in relation to certificates representing shares of a sovereign controlled commercial company, means a listing where the issuer is required to comply with the requirements in LR 21 (Sovereign controlled commercial companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing.50
premium listing (commercial company)	a premium listing of equity shares 21 (other than those of a closed-ended investment fund or of an open-ended investment company or of a sovereign controlled commercial company that is required to comply with the requirements in LR 2150). 21
50 premium listing (sovereign controlled commercial company)	a premium listing of:
	(a)	equity shares (other than those of a closed-ended investment fund or of an open-ended investment company); or
	(b)	certificates representing shares,
	where the issuer of the equity shares or, in the case of certificates representing shares, the issuer of the equity shares which the certificates represent is a sovereign controlled commercial company and is required to comply with the requirements in LR 21 and other requirements in the listing rules that are expressed to apply to securities in this category.
premium listing (investment company)	a premium listing of equity shares 21 of a closed-ended investment fund or of an open-ended investment company.39 21
39primary information provider	a person approved by the FCA under section 89P of the Act.
probable reserves	(1)	in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which are not yet proven but which, on the available evidence and taking into account technical and economic factors, have a better than 50% chance of being produced; and
	(2)	in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured and/or indicated mineral resources, which are not yet proven but of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination and under specified economic conditions.
profit estimate	(as defined in the PR Regulation 53) 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 PR Regulation 53) 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.
43	43 33 33
property	freehold, heritable or leasehold property.
property company	a company primarily engaged in property 33 activities including: 33
	(1)	the holding of properties (directly or indirectly) for letting and retention as investments;
	(2)	the development of properties for letting and retention as investments;
	(3)	the purchase and development of properties for subsequent sale; or
	(4)	the purchase of land for development properties for retention as investments.5
property valuation report	a property valuation report prepared by an independent expert in accordance with:6 6
	(1)	for an issuer incorporated in the United Kingdom, the Channel Islands or the Isle of Man, the Appraisal and Valuation Standards (5th edition) issued by the Royal Institution of Chartered Surveyors; or6
	(2)	for an issuer incorporated in any other place, either the standards referred to in paragraph (1) of this definition or the International Valuation Standards (7th edition) issued by the International Valuation Standards Committee.6
prospectus	a prospectus required under the Prospectus Regulation. 54 52
53	53
54Prospectus Regulation	the UK version of 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, which is part of UK law by virtue of the EUWA.
54Prospectus RTS Regulation	the UK version of Commission Delegated Regulation (EU) 2019/979, which is part of UK law by virtue of the EUWA.
52 Prospectus RTS Regulation 2	[deleted]54
prospectus rules	(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities.33 33
proven reserves	(1)	in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which, on the available evidence and taking into account technical and economic factors, have a better than 90% chance of being produced; and
	(2)	in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured mineral resources of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination, and under specified economic conditions.
53 PRR	the Prospectus Regulation Rules sourcebook.
53 PR Regulation	the UK version of54 Regulation number 2019/980 of the European Commission, which is part of UK law by virtue of the EUWA 54.
public international body	the African Development bank, the Asian Development Bank, the Caribbean Development Bank, the Council of Europe Development Bank6, the European Atomic Energy Community, the European Bank for Reconstruction and Development, the European Company for the Financing of Railroad Stock, the EU,17 the European Investment Bank, the Inter-American Development bank, the International Bank for Reconstruction and Development, the International Finance Corporation, the International Monetary Fund, the Nordic Investment bank. 6 17 17
public sector issuer	states and their regional and local authorities, state monopolies, state finance organisations, public international bodies, statutory bodies and OECD state guaranteed issuers.
recognised scheme	a scheme recognised for the purpose of part XVII of the Act.52
	52	52
	(b)	[deleted]35 35
	52	52
registration document	a registration document referred to in article 6(3) of the Prospectus Regulation 53.
Regulated Activities Order	the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544).9
regulated market	a regulated market which is a UK RIE.52 [Note: article 2(1)(13A52) of MiFIR 52]33 33 33 47 9 47
regulatory information service or RIS	a primary information provider 52 39 39 41 41 41 41
related party	as defined in LR 11.1.4 R.
related party circular	a circular relating to a related party transaction.
related party transaction	as defined in LR 11.1.5 R.
retail securitised derivative	a securitised derivative which is not a specialist securitised derivative; in this definition, a "specialist securitised derivative" is a securitised derivative which, in accordance with the listing rules, is required to be admitted to listing with a clear statement on any disclosure document that the issue is intended for a purchase by only investors who are particularly knowledgeable in investment matters.
reverse takeover	a transaction classified as a reverse takeover under LR 5.6.28 28
RIE	recognised investment exchange.
rights issue	an offer to existing security holders to subscribe or purchase further securities in proportion to their holdings made by means of the issue of a renounceable letter (or other negotiable document) which may be traded (as “nil paid” rights) for a period before payment for the securities is due.
rule	(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FCA under the Act, including: (a) a Principle; and (b) an evidential provision.
53 33 33	53
scientific research based company
securities note	a securities note referred to in article 6(3) of the Prospectus Regulation 53.
securitised derivative	an option or contract for differences which, in either case, is listed under LR 19 (including such an option or contract for differences 33 which is also a debenture). 33
security	(in accordance with section 102A of the Act) anything which has been, or may be admitted to the official list.
settlement price	(in relation to securitised derivatives), the reference price or prices of the underlying instrument or instruments stipulated by the issuer for the purposes of calculating its obligations to the holder.
shadow director	as in sub-paragraph (b) of the definition of director in section 417(1) of the Act.
share	(in accordance with section 540(1)15 of the Companies Act 200615) a share in the share capital of a company, and includes: 6 6 8 15 6 6 8 15
	(a)	stock (except where a distinction between shares and stock is express or implied); and
	(b)	preference shares.
49 shell company	as defined in LR 5.6.5AR.
specialist investor	an investor who is particularly knowledgeable in investment matters.
specialist securities	securities which, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.
specialist securitised derivative	a securitised derivative which because of its nature is normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.
specified investment	any of the following investments specified in Part III of the Regulated Activities Order (Specified Investments):
	(a)	deposit (article 74);
	(aa)	electronic money (article 74A);
	(b)	contract of insurance (article 75); for the purposes of the permission regime, this is sub-divided into: (i) general insurance contract; (ii) long-term insurance contract;
		and then further sub-divided into classes of contract of insurance;
	(c)	share (article 76);
	(d)	debenture (article 77);19
	(da)	alternative debenture (article 77A);19
	(e)	government and public security (article 78);
	(f)	warrant (article 79);
	(g)	certificate representing certain securities (article 80);
	(h)	unit (article 81);
	(i)	stakeholder pension scheme (article 82);24
	24(ia)	[deleted]52
	(j)	option (article 83); for the purposes of the permission regime, this is sub-divided into: (i) option (excluding a commodity option and an option on a commodity future); (ii) commodity option and an option on a commodity future;
	(k)	future (article 84); for the purposes of the permission regime, this is sub-divided into: (i) future (excluding a commodity future and a rolling spot forex contract); (ii) commodity future; (iii) rolling spot forex contract;
	(l)	contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into: (i) contract for differences (excluding a spread bet and a rolling spot forex contract); (ii) spread bet; (iii) rolling spot forex contract;
	(m)	underwriting capacity of a Lloyd's syndicate (article 86(1));
	(n)	membership of a Lloyd's syndicate (article 86(2));
	(o)	funeral plan contract (article 87);
	(oa)	regulated mortgage contract (article 61(3);
23	(ob)	home reversion plan (article 63B(3));
23	(oc)	home purchase plan (article 63F(3));
23	(od)	regulated sale and rent back agreement (article 63J(3));
	(p)	rights to or interests in investments (article 89).
sponsor	a person approved, under section 88 of the Act by the FCA, as a sponsor.38
38sponsor declaration	a declaration submitted by a sponsor to the FCA as required under LR 8.4.3 R (Application for listing), LR 8.4.9 R (Further application for listing), LR 8.4.13 R (Production of circular) or LR 8.4.14 R (Transfer between listing category).
12sponsor service	a service relating to a matter referred to in LR 8.2 that a sponsor provides or is requested or appointed to provide including32 preparatory work that a sponsor may undertake before a decision is taken as to whether or not it will act as sponsor for a listed 32 company or applicant 33 or in relation to a particular transaction, and including all the sponsor's communications with the FCA 33 in connection with the service32. But nothing in this definition is to be taken as requiring a sponsor when requested32 to agree to act as a sponsor for a company or in relation to a transaction. 32 32 33
standard listing	in relation to securities, means a listing that is not a premium listing.
20 standard listing (shares)	a standard listing of shares other than preference shares that are specialist securities.
state finance organisation	a legal person other than a company:
	(1)	which is a national of a state52;
	(2)	which is set up by or pursuant to a special law;
	(3)	whose activities are governed by that law and consist solely of raising funds under state control through the issue of debt securities;
	(4)	which is financed by means of the resources they have raised and resources provided by the state52; and
	(5)	the debt securities issued by it are considered by the law of the relevant state52 as securities issued or guaranteed by that state.
state monopoly	a company or other legal person which is a national of a state52 and which:
	(1)	in carrying on its business benefits from a monopoly right granted by a state52; and
	(2)	is set up by or pursuant to a special law or whose borrowings are unconditionally and irrevocably guaranteed by a state or one of a state’s federated states.52
subsidiary undertaking	as defined in section 116215 of the Companies Act 200615. 6 6 8 15 6 6 8 15
substantial shareholder	as defined in LR 11.1.4A R.25 6 6 25
summary	(in relation to a prospectus) the summary included in the prospectus.
SUP	the Supervision manual.
supplementary listing particulars	(in accordance with section 81(1) of the Act), supplementary listing particulars containing details of the change or new matter.
supplementary prospectus	a supplementary prospectus containing details of a new factor, mistake or inaccuracy.
Takeover Code	the City Code on Takeovers and Mergers issued by the Takeover Panel.
target	the subject of a class 1 transaction or reverse takeover 28.
TCFD Annex	the document entitled “Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures” published in June 2017 by the Task Force on Climate-related Financial Disclosures, available at: https://www.fsb-tcfd.org.55
TCFD Final Report	the report entitled “Recommendations of the Task Force on Climate-related Financial Disclosures” published in June 2017 by the Task Force on Climate-related Financial Disclosures, available at: https://www.fsb-tcfd.org.55
TCFD Guidance on Risk Management Integration and Disclosure	the document entitled “Guidance on Risk Management Integration and Disclosure” published in October 2020 by the Task Force on Climate-related Financial Disclosures, available at: https://www.fsb-tcfd.org..55
TCFD Guidance on Scenario Analysis for Non-Financial Companies	the document entitled “Guidance on Scenario Analysis for Non-Financial Companies” published in October 2020 by the Task Force on Climate-related Financial Disclosures, available at: https://www.fsb-tcfd.org.55
TCFD Recommendations and Recommended Disclosures	the four recommendations and the eleven recommended disclosures set out in Figure 4 of Section C of the TCFD Final Report.55
TCFD Technical Supplement	the technical supplement entitled “The Use of Scenario Analysis in Disclosure of Climate-related Risks and Opportunities” published in June 2017 by the Task Force on Climate-related Financial Disclosures, available at: https://www.fsb-tcfd.org..55
54TD Equivalence Decision	the UK version of Commission Decision (EC) No 2008/961 of 12 December 2008 on the use by third countries’ issuers of securities of certain third country’s national accounting standards and International Financial Reporting Standards to prepare their consolidated financial statements, which is part of UK law by virtue of the EUWA.
tender offer	an offer by a company to purchase all or some of a class of its listed equity securities at a maximum or fixed price (that may be established by means of a formula) that is: 20
	(1)	communicated to all holders of that class by means of a circular or advertisement in two national newspapers;
	(2)	open to all holders of that class on the same terms for at least 7 days; and
	(3)	open for acceptance by all holders of that class pro rata to their existing holdings.25
52third country	a territory or country which is not the United Kingdom.
25trading day	a day included in the calendar of trading days published by the FCA at www.fca.org.uk.33 33
43 14	43
transferable security	(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFIR 52, other than money-market instruments for the purposes of MiFIR 52 which have a maturity of less than 12 months. 9 9
26transparency rules	in accordance with sections 73A(1) and 89A of the Act, rules relating to the notification and dissemination of information in respect of issuers of transferable securities and relating to major shareholdings.
treasury shares	shares which meet the conditions set out in paragraphs (a) and (b) of subsection 724(5) of the Companies Act 2006.15 6 6 8 6 6 8 15
trust deed	a trust deed or equivalent document securing or constituting debt securities.
UK	United Kingdom.
52UK-adopted international accounting standards	(in accordance with section 474(1) of the Companies Act 2006) international accounting standards which are adopted for use within the United Kingdom by virtue of Chapter 2 or 3 of Part 2 of the International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019.
52UK-adopted IFRS	UK-adopted international accounting standards.
18 UK Corporate Governance Code	the UK Corporate Governance Code published in July 201851 by the Financial Reporting Council, available at: https://www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code 48. 40 40 48 42 40
underlying instrument	(in relation to securitised derivatives) means either:
	(1)	if the securitised derivative is an option or debt security with the characteristics of an option, any of the underlying investments listed in article 83 of the Regulated Activities Order; or
	(2)	if the securitised derivative is a contract for differences or debt security with the characteristics of a contract for differences, any factor by reference to which a profit or loss under article 85 of the Regulated Activities Order can be calculated.
53 universal registration document	a universal registration document referred to in article 9 of the Prospectus Regulation.
unrecognised scheme	a collective investment scheme which is neither a recognised scheme nor a scheme that is constituted as an authorised unit trust scheme or an authorised contractual scheme.34
vendor consideration placing	a marketing, by or on behalf of vendors, of securities that have been allotted as consideration for an acquisition.
venture capital trust	a company which is, or which is seeking to become, approved as a venture capital trust under section 842AA of the Income and Corporation Taxes Act 1988.
warrant	the investment, specified in article 79 of the Regulated Activities Order (Instruments giving entitlements to investments), which is in summary: a warrant or other instrument entitling the holder to subscribe for a share, debenture, alternative debenture 19 or government and public security.
50 sovereign controlled commercial company	an issuer in which a State exercises or controls 30% or more of the votes able to be cast on all or substantially all matters at general meetings of that company.
50 sovereign controlling shareholder	(in relation to a company with or applying for a listing of equity shares or certificates representing shares in the category of premium listing (sovereign controlled commercial company)) a State which exercises or controls 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company.
50 State	means:
	(a)	the sovereign or other head of a State in their public capacity;
	(b)	the government of a State;
	(c)	a department of a State; or
	(d)	an agency or a special purpose vehicle of a State, including an agency or special purpose vehicle of (a), (b) or (c).

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