Related provisions for LR 17.3.3A
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(1) If an issuer is required to prepare consolidated accounts6,the audited financial statements must comprise:(a) consolidated accounts prepared in accordance with UK-adopted IFRS6, and(b) accounts of the parent company prepared in accordance with the law of the United Kingdom6.[Note: article 4(3) of the TD](2) If an issuer is not required to prepare consolidated accounts, the audited financial statements must comprise accounts prepared in accordance with the law of the United
(1) The6 financial statements must be audited in accordance with Part 16 of the Companies Act 20066.(2) [deleted]6(3) The audit report, signed by the person or persons responsible for auditing the financial statements must be disclosed in full to the public together with the annual financial report.[Note: article 4(4) of the TD](4) An issuer which is a UK-traded third country company6 within the meaning of section 1241 of the Companies Act 2006 must ensure that the person who
The review required by DTR 4.1.8 R must:(1) be a balanced and comprehensive analysis of:(a) the development and performance of the issuer's business during the financial year; and(b) the position of the issuer's business at the end of that year,consistent with the size and complexity of the business;(2) include, to the extent necessary for an understanding of the development, performance or position of the issuer's business:(a) analysis using financial key performance indicators;
The management report required by DTR 4.1.8 R must also give an indication of:(1) any important events that have occurred since the end of the financial year unless those events are:4(a) 4reflected in the issuer’s profit and loss account or balance sheet; or(b) 4disclosed in the notes to the issuer’s audited financial statements;(2) the issuer's likely future development;(3) activities in the field of research and development;(4) the information concerning acquisitions of own
(1) Responsibility statements must be made by the persons responsible within the issuer.(2) The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.(3) For each person making a responsibility statement, the statement must set out that to the best of his or her knowledge:(a) the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the
(1) An issuer must make public a half-yearly financial report covering the first six months of the financial year.(2) The half-yearly financial report must be made public as soon as possible, but no later than three1 months, after the end of the period to which the report relates.(3) An issuer must ensure that the half-yearly financial report remains available to the public for at least ten1 years.[Note: article 5(1) of the TD]
(1) If an issuer is required to prepare consolidated accounts, the condensed set of financial statements must be prepared in accordance with IAS 34 as contained in UK-adopted IFRS3.[Note: article 5(3) of the TD](2) If an issuer is not required to prepare consolidated accounts, the condensed set of financial statements must contain, as a minimum the following:(a) a condensed balance sheet;(b) a condensed profit and loss account; and(c) explanatory notes on these accounts.[Note:
(1) This rule applies to an issuer that is not required to prepare consolidated accounts.(2) In preparing the condensed balance sheet and the condensed profit and loss account an issuer must follow the same principles for recognising and measuring as when preparing annual financial reports.[Note: article 5(3) of the TD](3) The balance sheet and the profit and loss account must show each of the headings and subtotals included in the most recent annual financial statements of the
(1) In addition to the requirement set out in DTR 4.2.7 R, an issuer of shares must disclose in the interim management report the following information, as a minimum:(a) related parties transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or the performance of the enterprise during that period; and(b) any changes in the related parties transactions described in the last annual report that
(1) If the half-yearly financial report has been audited or reviewed by auditors pursuant to the Financial Reporting Council 2guidance on Review of Interim Financial Information, the audit report or review report must be reproduced in full.(2) If the half-yearly financial report has not been audited or reviewed by auditors pursuant to the Financial Reporting Council 2guidance on Review of Interim Financial Information, an issuer must make a statement to this effect in its report.[Note:
(1) Responsibility statements must be made by the persons responsible within the issuer. [Note: article 5(2)(c) of the TD](2) The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.[Note: article 5(2)(c) of the TD](3) For each person making a responsibility statement, the statement must confirm that to the best of his or her knowledge:(a) the condensed set of financial statements, which has been prepared
A sponsor must not submit to the FCA an application on behalf of an applicant, in accordance with LR 3, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules;12(3) the directors of the applicant have established procedures which
A sponsor must not submit to the FCA an application on behalf of an applicant, in accordance with LR 3 (Listing applications), unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules12; and(3) the directors of the applicant have a
LR 8.4.12 R to LR 8.4.13 R apply in relation to transactions involving an issuer with 5 a premium listing411that is required to submit to the FCA for approval8:545(1) a class 1 circular; or48(2) a circular that proposes a reconstruction or a re-financing which does not constitute a class 1 transaction; or8(3) a circular for the proposed purchase of own shares:88(a) which does not constitute a class 1 circular; and(b) is required by LR 13.7.1R (2) to include a working capital
A sponsor must not submit to the FCA on behalf of an issuer a final circular or announcement for approval or a Sponsor’s Declaration for a Transfer of Listing7, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:7(1) the issuer satisfies all eligibility requirements of the listing rules that are relevant to the new category to which it is seeking to transfer;(2) the issuer has satisfied all requirements relevant to the production of the
(1) An issuer must publish its annual report and annual accounts as soon as possible after they have been approved.1(2) An issuer must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.(3) The annual report and accounts must:1(a) have been prepared in accordance with the issuer's national law and, in all material respects, with national accounting standards or UK-adopted IFRS5; and1(b) have been independently
(1) If an issuer prepares both own and consolidated annual accounts it may publish either form provided that the unpublished accounts do not contain any significant additional information.1(2) If the annual accounts do not give a true and fair view of the assets and liabilities, financial position and profits or losses of the issuer or group, additional information must be provided to the satisfaction of the FCA.1(3) An issuer incorporated or established in a third country5 which
An issuer that meets the following criteria is not required to comply with LR 17.3.4 R:(1) The issuer is an issuer of asset backed securities and would if it were a debt issuer to which DTR 4 applied be relieved of the obligations to draw up and publish annual and 3 half yearly financial reports in accordance with DTR 4.4.2 R provided the issuer is not otherwise required to comply with any other requirement for the publication of annual reports and accounts.1133(2) (a) the issuer:(i)
The rules on annual financial reports in DTR 4.1 (including DTR 4.1.7R (4)1 and3 half-yearly financial reports (DTR 4.2) do not apply to an issuer that issues exclusively debt securitiesadmitted to trading the denomination per unit of which is at least 100,000 euros2 (or an equivalent amount).[Note: article 8(1)(b) of the TD and article 45(1) of the Audit Directive]11332
The rules on half-yearly financial reports do not apply to an issuer already existing on 31 December 2003 which exclusively issue debt securities unconditionally and irrevocably guaranteed by the United Kingdom6 or by a regional or local authority of United Kingdom6, on a regulated market.[Note: article 8(3) of the TD]
4An issuer whose registered office is in a third country6 is exempted from the rules on:5(1) annual financial reports in DTR 4.1 (other than DTR 4.1.7R (4) which continues to apply); (2) half-yearly financial reports (DTR 4.2); and(3) reports on payments to governments (DTR 4.3A);5if the law of the third country6 in question lays down equivalent requirements or the issuer complies with requirements of the law of a third country6 that the FCA considers as equivalent.5[Note: article
2When a listed company is acquiring or disposing of an interest in a target that was or will be accounted for using the equity method in the listed company's annual consolidated accounts, the class 1 circular should include:(1) for an acquisition,(a) a narrative explanation of the proposed accounting treatment of the target in the issuer's next audited consolidated accounts; (b) a financial information table for the target; (c) a statement that the target financial information
(1) A listed company must present all financial information that is disclosed in a class 1 circular in a form that is consistent with the accounting policies adopted in its own latest annual consolidated accounts.(2) The requirement set out in (1) does not apply when financial information is presented in accordance with:22(a) DTR 4.2.6 R, in relation only to financial information for the listed company presented for periods after the end of its last published annual accounts;
(1) 2In the case of a class 1 disposal, a financial information table must include for the target:(a) the last annual consolidated balance sheet; (b) the consolidated income statements for the last three years drawn up to at least the level of profit or loss for the period; and(c) the consolidated balance sheet and consolidated income statement (drawn up to at least the level of profit or loss for the period) at the issuer's interim balance sheet date if the issuer has published
An issuer may elect that, instead of including its corporate governance statement in its directors’ report, the information required by DTR 7.2.1 R to DTR 7.2.8AR6 may be set out in4: (1) 4a separate report published together with and in the same manner as its annual report4; or(2) a4 document publicly available on the issuer's website to which reference is made in the directors’ report4. 44Under (1) or (2), the corporate governance statement must contain the information required
Subject to DTR 7.2.11 R, an issuer which is required to prepare a group directors’ report within the meaning of section 415(2) of the Companies Act 2006 must include in that report a description of the main features of the group’s internal control and risk management systems in relation to the financial reporting process for the undertakings included in the consolidation, taken as a whole4. In the event that the issuer presents its own annual report and its consolidated annual
1An applicant must have published or filed historical financial information that:(1) covers at least three years;
[Note: article 44 of the CARD]
(2) represents at least 75% of the applicant's business for the period in (1);(3) unless LR 5.6.21R applies, has a latest balance sheet date that is not more than: (a) six months before the date of the prospectus or listing particulars for the relevant shares; and(b) nine months before the date the shares are admitted to listing; and(4)
1Where an applicant has made an acquisition or series of acquisitions such that its own consolidated financial information is insufficient to meet the 75% requirement in LR 6.2.1R(2), there must be historical financial information relating to the acquired entity or entities which has been published or filed and that:(1) covers the period from at least three years prior to the date under LR 6.2.1R(3) up to the earlier of:(a) the date in LR 6.2.1R(3); or(b) the date of acquisition
(1) The FCA expects the report from the accountants to address at least the following matters:(a) that the level of over collateralisation meets the limits set out in the covered bond arrangements which are designed to ensure compliance with the requirement that the asset pool is capable of covering claims attaching to the bond in Regulation 17 (requirements on issuer in relation to the asset pool) of the RCB Regulations; and(b) that appropriate due diligence procedures (which
To be listed, an applicant must comply with: (1) LR 2 (Requirements for listing); (2) the following provisions of LR 6 (Additional requirements for premium 2listing (commercial company):422(a) LR 6.2.4R (1)8 and
LR 6.2.4R(2)8,
if the applicant is a new applicant for the admission of equity2shares and it has published or filed audited accounts;(b) LR 6.2.6R8;(c) LR 6.7.1R, LR 6.9.1R(1), LR 6.9.2R, LR 6.14.1R to LR 6.14.5G, and LR 6.15.1R8;4 and447(3) LR 15.2.2 R to LR 15.2.13A
(1) 2An issuer within LR 18.4.3 R must publish its annual report and annual accounts as soon as possible after they have been approved. (2) An issuer within LR 18.4.3 R must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.(3) The annual report and accounts must:(a) have been prepared in accordance with the issuer's national law and, in all material respects, with national accounting standards or UK-adopted
Information to be provided in the UCITS half-yearly and annual reports and the AIF’s annual report |
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Global data: |
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The amount of securities and commodities on loan as a proportion of total lendable assets defined as excluding cash and cash equivalents; |
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The amount of assets engaged in each type of SFTs and total return swaps expressed as an absolute amount (in the collective investment undertaking’s currency) and as a proportion of the collective investment undertaking’s assets under management (AUM). |
Concentration data: |
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Ten largest collateral issuers across all SFTs and total return swaps (break down of volumes of the collateral securities and commodities received per issuer’s name); |
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Top 10 counterparties of each type of SFTs and total return swaps separately (Name of counterparty and gross volume of outstanding transactions). |
Aggregate transaction data for each type of SFTs and total return swaps separately to be broken down according to the below categories: |
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Type and quality of collateral; |
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Maturity tenor of the collateral broken down in the following maturity buckets: less than one day, one day to one week, one week to one month, one to three months, three months to one year, above one year, open maturity; |
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Currency of the collateral; |
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Maturity tenor of the SFTs and total return swaps broken down in the following maturity buckets: less than one day, one day to one week, one week to one month, one to three months, three months to one year, above one year, open transactions; |
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Country in which the counterparties are established; |
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Settlement and clearing (e.g., tri-party, Central Counterparty, bilateral). |
Data on reuse of collateral: |
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Share of collateral received that is reused, compared to the maximum amount specified in the prospectus or in the disclosure to investors; |
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Cash collateral reinvestment returns to the collective investment undertaking. |
Safekeeping of collateral received by the collective investment undertaking as part of SFTs and total return swaps: |
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Number and names of custodians and the amount of collateral assets safe-kept by each of the custodians |
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Safekeeping of collateral granted by the collective investment undertaking as part of SFTs and total return swaps: |
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The proportion of collateral held in segregated accounts or in pooled accounts, or in any other accounts |
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Data on return and cost for each type of SFTs and total return swaps broken down between the collective investment undertaking, the manager of the collective investment undertaking and third parties (e.g. agent lender) in absolute terms and as a percentage of overall returns generated by that type of SFTs and total return swaps |
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[Note: section A of the annex to the Securities Financing Transactions Regulation and article 3 for relevant definitions] |
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An issuer must ensure that, as a minimum, the relevant body must:(1) monitor the financial reporting process and submit recommendations or proposals to ensure its integrity4;(2) monitor the effectiveness of the issuer’s internal quality control4 and risk management systems and, where applicable, its internal audit, regarding the financial reporting of the issuer, without breaching its independence4; (3) monitor the statutory audit of the annual and consolidated financial statements,