Related provisions for COLL 6.4.8
Table: This table belongs to COLL 6.3.2 G (2) (a) and COLL 6.3.3 R (Valuation)1.
Valuation and pricing |
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1 |
The valuation of scheme property |
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(1) |
Where possible, investments should be valued using a reputable source. The reliability of the source of prices should be kept under regular review. |
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(2) |
For some or all of the investments comprising the scheme property, different prices may quoted according to whether they are being bought (offer prices) or sold (bid prices). The valuation of a single-priced authorised fund should reflect the mid-market value of such investments. In the case of a dual-priced authorised fund, the issue basis of the valuation will be carried out by reference to the offer prices of investments and the cancellation basis by reference to the bid prices of those same investments. The prospectus should explain how investments will be valued for which a single price is quoted for both buying and selling.1 1 |
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3(2A) |
Schemes investing in approved money-market instruments5should value such instruments on an amortised cost basis on condition that:5
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[Note:CESR's UCITS eligible assets guidelines with respect to article 4(2) of the UCITS eligible assets Directive] |
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(2B) |
[deleted]12 7 |
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| 7 | ||
(3) |
Any part of the scheme property of an authorised fund that is not an investment should be valued at a fair value, but for immovables this is subject to COLL 5.6.20 R (3) (f) (Standing independent valuer and valuation). |
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(4) |
For the purposes of (2) and (3), any fiscal charges, commissions, professional fees or other charges that were paid, or would be payable on acquiring or disposing of the investment or other part of the scheme property should, in the case of a single-priced authorised fund,2 be excluded from the value of an investment or other part of the scheme property. In the case of a dual-priced authorised fund, any such payments should be added to the issue basis of the valuation, or subtracted from the cancellation basis of the valuation, as appropriate. Alternatively, the prospectus of a dual-priced authorised fund may prescribe any other method of calculating unitprices that ensures an equivalent treatment of the effect of these payments.2 |
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(5) |
Where the authorised fund manager has reasonable grounds to believe that:
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(6) |
The circumstances which may give rise to a fair value price being used include:
|
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(7) |
In determining whether to use such a fair value price , the authorised fund manager should include in his consideration:
|
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4(7A) |
Where the authorised fund manager, the depositary or the standing independent valuer have reasonable grounds to believe that the most recent valuation of an immovable does not reflect the current value of that immovable, then, unless COLL 6.3.6G(1)(7B) applies,14 the authorised fund manager should consult and agree with the standing independent valuer a fair and reasonable value for the immovable. |
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14(7B) |
Where the authorised fund manager decides that an immovable must be sold quickly to meet redemption requests as they fall due, it should consult and agree with the standing independent valuer a fair and reasonable price for the immovable to reflect a rapid sale, to extent that the prospectus states that it may do so. |
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(8) |
The authorised fund manager should document the basis of valuation (including any fair value pricing policy) and, where appropriate, the basis of any methodology and ensure that the procedures are applied consistently and fairly. |
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(9) |
Where a unit price is determined using properly applied fair value prices in accordance with policies in (8), subsequent information that indicates the price should have been different from that calculated will not normally give rise to an instance of incorrect pricing. |
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2 |
The pricing controls of the authorised fund manager |
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(1) |
An authorised fund manager needs to be able to demonstrate that it has effective controls over its calculations of unit prices. |
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(2) |
The controls referred to in (1) should ensure that:
|
|
(3) |
In exercising its pricing controls, the authorised fund manager may exercise reasonable discretion in determining the appropriate frequency of the operation of the controls and may choose a longer interval, if appropriate, given the level of activity on the authorised fund1or the materiality of any effect on the price. |
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(4) |
Evidence of the exercise of the pricing controls should be retained. |
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(5) |
Evidence of persistent or repetitive errors in relation to these matters, and in particular any evidence of a pattern of errors working in an authorised fund manager's favour, will make demonstrating effective controls more difficult. |
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(6) |
Where the pricing1function is delegated to a third party, COLL 6.6.15 R (1) (Committees and delegation) will apply. |
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3 |
The depositary's review of the authorised fund manager's systems and controls |
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(1) |
This section provides details of the types of checks a depositary should carry out to be satisfied that the authorised fund manager adopts systems and controls which are appropriate to ensure that prices of units are calculated in accordance with this section and to ensure that the likelihood of incorrect prices will be minimised. These checks also apply where an authorised fund manager has delegated all or some of its pricing1 functions to one or more third parties5. 5 |
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(2) |
A depositary should thoroughly review an authorised fund manager's systems and controls to confirm that they are satisfactory. The depositary's review should include an analysis of the controls in place to determine the extent to which reliance can be placed on them. |
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(3) |
A review should be performed when the depositary is appointed and thereafter as it feels appropriate given its knowledge of the robustness and the stability of the systems and controls and their operation. |
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(4) |
A review should be carried out more frequently where a depositary knows or suspects that an authorised fund manager's systems and controls are weak or are otherwise unsatisfactory. |
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(5) |
Additionally, a depositary should from time to time review other aspects of the valuation of the scheme property of each authorised fund for which it is responsible, verifying, on a sample basis, if necessary, the assets, liabilities, accruals, units in issue1, securities prices (and in particular the prices of OTC derivatives,5unapproved securities and the basis for the valuation of unquoted securities) and any other relevant matters, for example an accumulation factor or a currency conversion factor. |
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(6) |
A depositary should ensure that any issues, which are identified in any such review, are properly followed up and resolved. |
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4 |
The recording and reporting of instances of incorrect pricing |
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(1) |
An authorised fund manager should record each instance where the price of a unit is incorrect as soon as the error is discovered, and report the fact to the depositary together with details of the action taken, or to be taken, to avoid repetition as soon as practicable. |
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(2) |
In accordance with COLL 6.6.11 G (Duty to inform the FCA), the depositary should report any breach of the rules in COLL 6.3 immediately to the FCA. However, notification should relate to instances which the depositary considers material only. |
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(3) |
A depositary should also report to the FCA immediately any instance of incorrect pricing1where the error is 0.5% or more of the price of a unit, where a depositary believes that reimbursement or payment is inappropriate and should not be paid by an authorised fund manager. |
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(4) |
In accordance with SUP 16.6.8 R, a depositary should also make a return to the FCA on a quarterly basis which summarises the number of instances of incorrect pricing1 during a particular period. |
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5 |
The rectification of pricing breaches |
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(1) |
COLL 6.6.3R(3)(c)10(Functions of the authorised fund manager) places a duty on the authorised fund manager to take action to reimburse affected unitholders, former unitholders, and the scheme itself, for instances of incorrect pricing1, except if it appears to the depositary that the breach is of minimal significance. |
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(2) |
A depositary may consider that the instance of incorrect pricing1is of minimal significance if:
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(3) |
In determining (2), if the instance of incorrect pricing1 is due to one or more factors or exists over a period of time, each price should be considered separately. |
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(4) |
If a depositary deems it appropriate, it may, in spite of the circumstances outlined in (2), require a payment from the authorised fund manager or from the authorised fund to the unitholders, former unitholders, the authorised fund or the authorised fund manager (where appropriate). |
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(5) |
The depositary should satisfy itself that any payments required following an instance of incorrect pricing1 are accurately and promptly calculated and paid. |
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(6) |
If a depositary considers that reimbursement or payment is inappropriate, it should report the matter to the FCA, together with its recommendation and justification. The depositary should take into account the need to avoid prejudice to the rights of unitholders, or the rights of unitholders in a class of units. |
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(7) |
It may not be practicable, or in some cases legally permissible, for the authorised fund manager to obtain reimbursement from unitholders, where the unitholders have benefited from the incorrect price. |
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(8) |
In all cases where reimbursement or payment is required, amounts due to be reimbursed to unitholders for individual sums which are reasonably considered by the authorised fund manager and depositary to be immaterial, need not normally be paid. |
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This table belongs to COLL 8.3.2 R.
1 |
Document status |
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A statement that this document is the prospectus of the authorised fund valid as at a particular date which shall be the date of the document. |
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2 |
Description of the authorised fund |
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Information detailing: |
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(1) |
the name of the authorised fund; |
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16(1A) |
its FCA product reference number (PRN); |
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(2) |
that the authorised fund is either an ICVC, ACS11 or an AUT; |
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(3) |
that the scheme is a qualified investor scheme; |
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(4) |
where relevant, that the unitholders in an ICVC are not liable for the debts of the authorised fund; |
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(5) |
where relevant, the address of the ICVC's head office and the address in the United Kingdom for service on the ICVC of documents required or authorised to be served on it; |
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(6) |
the effective date of the authorisation order made by the FCA and, if the duration of the authorised fund is not unlimited, when it will or may terminate; |
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(7) |
the base currency for the authorised fund; |
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(8) |
where relevant, the maximum and minimum sizes of the ICVC's capital; 11 |
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(9) |
the circumstances in which the authorised fund may be wound up under the rules in COLL and a summary of the procedure for, and the rights of unitholders under, such a winding up; and11 11 |
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(10)11 |
for an ACS that is a limited partnership scheme, the address of the proposed principal place of business of the limited partnership scheme. |
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3 |
Investment objectives and policy |
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(1) |
Sufficient information to enable a unitholder to ascertain: |
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(a) |
the investment objectives of the authorised fund; |
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(b) |
the authorised fund's investment policy for achieving those investment objectives, including: |
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(i) |
the general nature of the portfolio and any intended specialisation; |
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(ii) |
the policy for the spreading of risk in the scheme property; and |
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(iii) |
the policy in relation to the exercise of borrowing powers; |
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(c) |
a description of any restrictions in the assets in which investment may be made; and |
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(d) |
the extent (if any) to which that investment policy does not envisage remaining fully invested at all times. |
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(2) |
For investment in immovables : |
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(a) |
the countries or territories of immovables in which the authorised fund may invest; |
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(b) |
the policy of the authorised fund manager in relation to insurance of immovables forming part of the scheme property; and |
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(c) |
the policy of the authorised fund manager in relation to the granting of options over immovables in the scheme property and the purchase of options on immovables. |
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(3) |
If intended, whether the scheme property may consist of units in collective investment schemes ("second schemes") which are managed by or operated by the authorised fund manager or by one of its associates and a statement as: |
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(a) |
to the basis of the maximum amount of the charges in respect of transactions in a second scheme; and |
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(b) |
the extent to which any such charges will be reimbursed to the scheme. |
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(4) |
If intended, whether the scheme may enter into stock lending transactions and, if so, what procedures will operate and what collateral will be required. |
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(5) |
Where a scheme is a feeder scheme which (in respect of investment in units in a single collective investment scheme) is dedicated to units in a collective investment scheme, details of the master scheme and the minimum (and, if relevant, maximum) investment that the feeder scheme may make in it;8 |
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| 9 | ||||
4 |
Distributions and accounting dates |
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Relevant details of accounting and distribution dates and a description of the procedures: |
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(1) |
for determining and applying income (including how any distributable income is paid); and |
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(2) |
relating to unclaimed distributions. |
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5 |
The characteristics of units in the authorised fund |
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Information as to: |
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(1) |
the names of the classes of units in issue or available for issue and the rights attached to them in so far as they vary from the rights attached to other classes; |
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(2) |
how unitholders may exercise their voting rights and what these are; and |
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(3) |
the circumstances where a mandatory redemption, cancellation or conversion of units from one class to another may be required.11 |
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115A |
Issue of units in ACSs: eligible investors |
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(1) |
A statement that units may not be issued to a person other than to a person : 12 |
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(a) |
who 12is a: |
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(i) |
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(ii) |
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(iii) |
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(b) |
to whom units in a qualified investor scheme may be promoted under COBS 4.12.4 R.12 12 |
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(2) |
A statement that the authorised contractual scheme manager of an ACS must redeemunits as soon as practicable after becoming aware that those units are vested in anyone (whether as a result of subscription or transfer of units) other than a person meeting the criteria in (1). |
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115B |
Transfer of units in ACSs |
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(1) |
A statement whether the transfer of units in the ACSscheme is either: |
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(a) |
prohibited; or |
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(b) |
allowed; |
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by the instrument constituting the fund13 and prospectus. 13 |
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(2) |
A statement that where transfer of units is allowed by the instrument constituting the fund13 and prospectus in accordance with (1)(b), units may only be transferred in accordance with the conditions specified by FCArules, including that units may not be transferred to a person other than a person : 1312 |
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(a) |
who 12is a: |
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(i) |
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(ii) |
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(iii) |
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(b) |
to whom units in a qualified investor scheme may be promoted under COBS 4.12.4 R.12 12 |
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(3) |
For a co-ownership scheme which is an umbrella, a statement in accordance with (1)(a) or (1)(b) and, where appropriate, a statement in accordance with (2), must also be made for the sub-funds. Where individual sub-funds have differing policies in relation to transfer of units, separate statements are required. |
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6 |
The authorised fund manager |
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The following particulars of the authorised fund manager: |
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(1) |
its name and the nature of its corporate form; |
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(2) |
the country or territory of its incorporation; |
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(3) |
the date of its incorporation and if the duration of its corporate status is limited, when that status will or may cease; |
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(4) |
if it is a subsidiary, the name of its ultimate holding company and the country or territory in which that holding company is incorporated; |
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(5) |
the address of its registered office, its head office, and, if different, the address of its principal place of business in the United Kingdom; |
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(6) |
the amount of its issued share capital and how much of it is paid up; |
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(7) |
for an ICVC, a summary of the material provisions of the contract between the ICVC and the authorised fund manager which may be relevant to unitholders including provisions (if any) relating to termination, compensation on termination and indemnity; and |
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(8) |
for an AUT, the names of the directors of the authorised fund manager.11 11 |
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7 |
Directors of an ICVC, other than the ACD |
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Other than for the ACD: |
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(1) |
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(2) |
the manner, amount and calculation of the remuneration of the directors. |
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8 |
The depositary |
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The following particulars of the depositary: |
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(1) |
its name and the nature of its corporate form; |
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(2) |
the country or territory of its incorporation; |
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(3) |
the address of its registered office and the address of its head office if that is different from the address of its registered office; and |
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(4) |
if neither its registered office nor its head office is in the United Kingdom, the address of its principal place of business in the United Kingdom. |
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9 |
The investment adviser |
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If an investment adviser is retained in connection with the business of the authorised fund, its name and whether or not it is authorised by the FCA. |
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10 |
The auditor |
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The name of the auditor of the authorised fund. |
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11 |
The register of Unitholders |
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Details of the address in the United Kingdom where the register of unitholders is kept and can be inspected by unitholders. |
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12 |
Payments out of the scheme property |
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The payments that may be made out of the scheme property to any person whether by way of remuneration for services, or reimbursement of expense and for each category of remuneration or expense, the following should be specified: |
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(1) |
the current rates or amounts of such remuneration; |
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(2) |
how the remuneration will be calculated and accrue and when it will be paid; |
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(3) |
if notice has been given to unitholders of the authorised fund manager's intention to: |
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(a) |
introduce a new category of remuneration for its services; or |
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(b) |
increase the basis of any current charge; or |
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(c) |
change the basis of the treatment of a payment from the capital property set out in COLL 8.5.13 R (2) (Payments); |
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particulars of that introduction or increase and when it will take place; |
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(4) |
the types of any other charges and expenses that may be taken out of the scheme property; and |
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(5) |
if, in accordance with COLL 8.5.13 R (2), all or part of the remuneration or expense are to be treated as a capital charge: |
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(a) |
that fact; and |
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(b) |
the basis of the charge which may be so treated |
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13 |
Dealing |
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Details of: |
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(1) |
the dealing days and times in the dealing day on which the authorised fund manager will receive requests for the sale and redemption of units; |
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(2) |
the procedures for effecting: |
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(a) |
the issue and cancellation of units; |
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(b) |
the sale and redemption of units; and |
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(c) |
the settlement of transactions; |
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(3) |
the steps required to be taken by a unitholder in redeeming units before he can receive the proceeds including any relevant notice periods and the circumstances and periods where a deferral of payment as provided in COLL 8.5.11 R (3) (Sale and redemption) may be applied; |
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(4) |
the circumstances in which the redemption of units may be suspended; |
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(5) |
the days and times in the day on which recalculation of the price will commence; |
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(6) |
details of the minimum number or value of each type of unit in the authorised fund which: |
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(a) |
any one person may hold; and |
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(b) |
may be the subject of any one transaction of sale or redemption; |
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(7) |
the circumstances in which the authorised fund manager may arrange for, and the procedure for, a redemption of units in specie; |
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(8) |
the circumstances in which the further issue of units in any particular class may be limited and the procedures relating to this:66 |
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(9) |
the circumstances in which direct issue or cancellation of units by the ICVC or the depositary of an AUT or ACS11 (as appropriate) may occur and the relevant procedures for such issues and cancellations; 18 116 |
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(10) |
6whether a unitholder may effect transfer of title to units on the authority of an electronic communication and if so the conditions that must be satisfied in order to effect a transfer; and18 6 |
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18(11) |
if the authorised fund manager deals as principal in units of the scheme and holds them for that purpose, a statement of its policy for doing so and, where applicable: |
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18(a) |
a description of when the authorised fund manager may retain any profits it earns and absorb any losses it incurs for these activities; and |
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18(b) |
a statement of non-accountability as referred to in COLL 8.5.14G. |
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14 |
Valuation of scheme property |
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Details as to: |
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(1) |
how frequently and at what times of the day the scheme property will be regularly valued to determine the price at which units in the scheme may be purchased from or redeemed by the authorised fund manager and a description of any circumstance where the scheme property may be specially valued; |
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(2) |
in relation to each purpose for which the scheme property must be valued, the basis on which it will be valued; and |
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(3) |
how the price of units of each class will be determined, including a statement that 16a forward price16 basis is to be applied. |
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15 |
Sale and redemption charges |
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If the authorised fund manager makes any charges on sale or redemption of units, details of the charging structure and how notice will be provided to unitholders of any increase. |
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15A5 |
Property Authorised Investment Funds |
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For a property authorised investment fund, a statement that: |
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(1) |
it is a property authorised investment fund; |
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(2) |
no body corporate may seek to obtain or intentionally maintain a holding of more than 10% of the net asset value of the fund; and |
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(3) |
in the event that the authorised fund manager reasonably considers that a body corporate holds more than 10% of the net asset value of the fund, the authorised fund manager is entitled to delay any redemption or cancellation of units if the authorised fund manager reasonably considers such action to be: |
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(a) |
necessary in order to enable an orderly reduction of the holding to below 10%; and |
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(b) |
in the interests of the unitholders as a whole. |
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16 |
General information |
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Details as to: |
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(1) |
when annual and half- yearly reports will be published; and |
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(2) |
the address at which copies of the instrument constituting the fund,13 any amending instrument and the most recent annual reports may be inspected and from which copies may be obtained. 13 |
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17 |
Information on the umbrella |
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In the case of a scheme which is an umbrella, the following information: |
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(1) |
that a unitholder may exchange units in one sub-fund for units in another sub-fund and that such an exchange is treated as a redemption and sale; |
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(2) |
what charges may be made on exchanging units in one sub-fund for units in other sub-funds; |
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(3) |
the policy for allocating between sub-funds any assets of, or costs, charges and expenses payable out of, the scheme property which are not attributable to any particular sub-fund; |
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(4) |
in respect of each sub-fund, the currency in which the scheme property allocated to it will be valued and the price of units calculated and payments made, if this currency is not the base currency of the umbrella; 16 |
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(5) |
for an ICVC or a co-ownership scheme,11 that:10 10 |
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10(a) |
for an ICVC,11 its sub-funds are segregated portfolios of assets and, accordingly, the assets of a sub-fund belong exclusively to that sub-fund and shall not be used to discharge directly or indirectly the liabilities of, or claims against, any other person or body, including the umbrella, or any other sub-fund, and shall not be available for any such purpose; 11 |
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11(aa) |
for a co-ownership scheme, the property subject to a sub-fund is beneficially owned by the participants in that sub-fund as tenants in common (or, in Scotland, is the common property of the participants in that sub-fund) and must not be used to discharge any liabilities of, or meet any claims against, any person other than the participants in that sub-fund; and |
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10(b) |
for an ICVC or a co-ownership scheme,11 while the provisions of the OEIC Regulations, and section 261P (Segregated liability in relation to umbrella co-ownership schemes) of the Act in the case of co-ownership schemes,11 provide for segregated liability between sub-funds, the concept of segregated liability is relatively new. Accordingly, where claims are brought by local creditors in foreign courts or under foreign law contracts, it is not yet known how those foreign courts will react to regulations 11A and 11B of the OEIC Regulations or, as the case may be, section 261P of the Act; and16 1111 |
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16(6) |
||||
18 |
Application of the prospectus contents to an umbrella |
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For a scheme which is an umbrella, information required must be stated: |
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(1) |
in relation to each sub-fund where the information for any sub-fund differs from that for any other; and |
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(2) |
for the umbrella as a whole, but only where the information is relevant to the umbrella as a whole. |
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318A |
Investment in overseas4 property through an intermediate holding vehicle3 |
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If investment in an overseas4 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles a statement disclosing the existence of that intermediate holding vehicle or series of intermediate holding vehicles and confirming that the purpose of that intermediate holding vehicle or series of intermediate holding vehicles is to enable the holding of overseas4 immovables by the scheme.3 |
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1118B |
Information on authorised contractual schemes |
|||
A statement that: |
||||
(1) |
a unitholder in a co-ownership scheme is not liable to make any further payment after he has paid the price of his units and that no further liability can be imposed on him in respect of the units he holds; |
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(2) |
a unitholder in a limited partnership scheme is not liable for the debts or obligations of the limited partnership scheme beyond the amount of the scheme property which is available to the authorised contractual scheme manager to meet such debts or obligations, provided that the unitholder does not take part in the management of the partnership business; |
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(3) |
the exercise of rights conferred on limited partners by FCArules does not constitute taking part in the management of the partnership business; and |
|||
(4) |
the scheme property of a co-ownership scheme is beneficially owned by the participants as tenants in common (or, in Scotland, is the common property of the participants). |
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19 |
Additional information |
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Any other material information which is within the knowledge of the directors11 of an ICVC or the authorised fund manager11 of an AUT or ACS11, or which the directors or authorised fund manager11 would have obtained by the making of reasonable enquiries which investors and their professional advisers would reasonably require, and reasonably expect to find in the prospectus, for the purpose of making an informed judgement about the merits of investing in the authorised fund and the extent and characteristics of the risks accepted by so participating. 111111 |
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1Note: The following definitions relevant to the listing rules are extracted from the Glossary.
Act |
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admission or admission to listing |
admission of securities to the official list . |
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admission to trading |
admission of securities to trading on an RIE's market for listedsecurities. |
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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 Regulation53) 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 directors33 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 listedcompany, 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 66 |
|||
(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:
|
||
(b) |
[deleted]52 |
|||
base prospectus |
a base prospectus referred to in article 8 of the Prospectus Regulation.5329 |
|||
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. |
|||
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. |
|||
CARD |
||||
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,19government 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 transaction38. |
|||
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. |
||||
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 FCA52 |
|||
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 warrant33 or option33 to subscribe for or purchase other securities. 3333 |
|||
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 listing33 or are the subject of an application for admission to listing. 33 |
|||
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. |
|||
| 1616 | articles 17, 18 and 19 of the Market Abuse Regulation.43 1616 |
|||
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 guidance43, transparency rules,39corporate governance rules and the rules relating to primary information providers.1639 1639 |
|||
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 |
||||
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 agent9 of that person. |
||||
employees' share scheme |
has the same meaning as in section 116615 of the Companies Act 200615.7 668668 |
|||
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. |
|||
| 6 | 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 |
||||
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 PRR53) 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 36123636 |
||
(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. 36123636 |
|||
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 |
||||
Handbook |
||||
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 |
||||
Host Member State or Host State |
||||
| 39 | ||||
36independent director |
a director whom an applicant49 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 Regulation45. |
|||
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. |
|||
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 3340 |
|||
(b) |
(for the purposes of the definitions of non-mainstream pooled investment and packaged product only)52 is resident in an EEA State52and 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 listing33 or is the subject of an application for admission to listing33. 3333 |
|||
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 securitieslisted. |
|||
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) rules16relating to admission to the official list. 1616 |
|||
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 |
|||
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. |
|||
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.40CESR recommendations30 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) |
||||
(d) |
||||
(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) |
||||
(i) |
||||
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. |
|||
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 |
||||
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 |
|||
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 person36who 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:
|
|||
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. 668668 |
|||
Part 6 rules |
(in accordance with section 73A(1) of the Act) rules made for the purposes of Part 6 of the Act. |
|||
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 test22 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 Regulation45. |
|||
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'ssecurities 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 shares20 (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 shares20 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 shares20 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 shares21 (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 |
|||
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) |
||||
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 shares21 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 Regulation53) 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 Regulation53) 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. |
|||
| 3333 | ||||
property |
freehold, heritable or leasehold property. |
|||
property company |
a company primarily engaged in property33 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 |
|||
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. |
|||
[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. |
|||
the Prospectus Regulation Rules sourcebook. |
||||
the UK version of54 Regulation number 2019/980 of the European Commission, which is part of UK law by virtue of the EUWA54. |
||||
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. 61717 |
|||
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 |
|||
(b) |
[deleted]35 35 |
|||
registration document |
a registration document referred to in article 6(3) of the Prospectus Regulation53. |
|||
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 MiFIR52]33 333347947 |
|||
regulatory information service or RIS |
a primary information provider52 393941414141 |
|||
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 securitisedderivative 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 |
||||
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. |
|||
| 3333 | ||||
scientific research based company |
||||
securities note |
a securities note referred to in article 6(3) of the Prospectus Regulation53. |
|||
securitised derivative |
an option or contract for differences which, in either case, is listed under LR 19 (including such an option or contract for differences33 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: 6681566815 |
|||
(a) |
stock (except where a distinction between shares and stock is express or implied); and |
|||
(b) |
||||
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: |
|||
and then further sub-divided into classes of contract of insurance; |
||||
(c) |
share (article 76); |
|||
(d) |
||||
(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:
|
|||
(k) |
future (article 84); for the purposes of the permission regime, this is sub-divided into:
|
|||
(l) |
contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into:
|
|||
(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); |
|||
(ob) |
home reversion plan (article 63B(3)); |
|||
(oc) |
home purchase plan (article 63F(3)); |
|||
(od) |
regulated sale and rent back agreement (article 63J(3)); |
|||
(oe) |
emissions auction product (article 82A); |
|||
(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 listed32company or applicant33 or in relation to a particular transaction, and including all the sponsor's communications with the FCA33 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. 323233 |
|||
in relation to securities, means a listing that is not a premium listing. |
||||
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. 6681566815 |
|||
substantial shareholder |
as defined in LR 11.1.4A R.256 625 |
|||
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 TakeoverPanel. |
|||
target |
the subject of a class 1 transaction or reverse takeover28. |
|||
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 listedequity 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 |
|||
| 14 | ||||
transferable security |
(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFIR52, other than money-market instruments for the purposes of MiFIR52 which have a maturity of less than 12 months. 99 |
|||
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 66866815 |
|||
trust deed |
a trust deed or equivalent document securing or constituting debt securities. |
|||
UK |
||||
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 |
||||
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-code48. 4040484240 |
||||
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. |
|||
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 debenture19 or government and public security. |
|||
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. |
||||
(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. |
||||
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). |
|||