Related provisions for RCB 3.2.5
61 - 80 of 141 items.
(1) 1A person must make a notification in accordance with the applicable thresholds in DTR 5.1.2R in respect of any financial instruments5 which they hold, directly or indirectly, which:(a) on maturity give the holder, under a formal agreement, either the unconditional right to acquire or the discretion as to the holder’s right to acquire, shares to which voting rights are attached, already issued, of an issuer5; or(b) are not included in (a) but which are referenced to shares
5The number of voting rights must be calculated by reference to the full notional amount of shares underlying the financial instrument except where the financial instrument provides exclusively for a cash settlement, in which case the number of voting rights must be calculated on a “delta-adjusted” basis, by multiplying the notional amount of underlying shares by the delta of the financial instrument. For this purpose, the holder must aggregate and notify all financial instruments
6The TD Major Holdings Regulation provides that:Recital 4The disclosure regime for financial instruments that have a similar economic effect to shares should be clear. Requirements to provide exhaustive details of the structure of corporate ownership should be proportionate to the need for adequate transparency in major holdings, the administrative burdens those requirements place on holders of voting rights and the flexibility in the composition of a basket of shares or an index.
(1) 1The FCA may suspend, with effect from such time as it may determine, the listing of any securities if the smooth operation of the market is, or may be, temporarily jeopardised or it is necessary to protect investors. [Note: article 18(1) CARD](2) An issuer that has the listing of any of its securities suspended must continue to comply with all listing rules applicable to it.(3) If the FCA suspends the listing of any securities, it may impose such conditions on the procedure
Examples of when the FCA may suspend the listing of securities include (but are not limited to) situations where it appears to the FCA that:(1) the issuer has failed to meet its continuing obligations for listing; or(2) the issuer has failed to publish financial information in accordance with the listing rules; or(3) the issuer is unable to assess accurately its financial position and inform the market accordingly; or(4) there is insufficient information in the market about a
The issuer or the owner, as the case may be, should review legal advice as necessary. For example, advice should be reviewed if a relevant statutory provision is amended or where a new decision or judgment of a court might have a bearing on the conclusions reached which is material to the issuer's or owner's compliance with the requirements of the RCB Regulations or the RCB.
Unless otherwise stated, the issuer or the owner, as the case may be, must send the relevant forms and information to the FCA's address marked for the attention of the "Regulated Covered Bonds Team2" by any of the following methods:1(1) post; or(2) leaving it at the FCA's address and obtaining a time-stamped receipt; or(3) email to rcb@fca.org.uk.
An applicant for the admission of securitised derivatives must either:(1) have permission under the Act to carry on its activities relating to securitised derivatives and be either a bank or a securities and futures firm;(2) if the applicant is an overseas company:(a) be regulated by an overseas regulator responsible for the regulation of banks, securities firms or futures firms and which has a lead regulation agreement for financial supervision with the FCA; and(b) be carrying
To be listed, if a retail securitised derivative gives its holder a right of exercise, its terms and conditions must provide that:(1) for cash settled securitised derivatives that are in the money at the exercise time on the expiration date, the exercise of the securitised derivative is automatic; or(2) for physically settled securitised derivatives that are in the money at the exercise time on the expiration date, if the holder fails to deliver an exercise notice by the time
(1) If the FCA considers that an issuer, a person discharging managerial responsibilities or a connected person has breached any of the disclosure requirements2 it may, subject to the provisions of the Act, impose on that person a financial penalty or publish a statement censuring that person.(2) If the FCA considers that a former director was knowingly concerned in a breach by an issuer it may, subject to the provisions of the Act, impose on that person a financial penalty
(1) 1The purpose of LR 6.2.1R(2), LR 6.2.3R, and LR 6.3.1R is to ensure that the applicant has representative financial information throughout the period required by LR 6.2.1R(1) and LR 6.2.3R and to assist prospective investors to make a reasonable assessment of what the future prospects of the applicant’s business might be. Investors are then able to consider the applicant’s historical financial information in light of its particular competitive advantages, the outlook for the
1Factors that may indicate that an applicant does not satisfy LR 6.4.1R include situations where:(1) a majority of the revenue generated by the applicant’s business is attributable to business conducted directly or indirectly with one person or group; (2) or
the applicant cannot demonstrate that it has access to financing other than from one person or group; or
(3) the applicant does not have:
(a) strategic control over the commercialisation of its products; or(b) strategic control
Where there is press speculation
or market rumour regarding an issuer,
the issuer should assess whether
a disclosure obligation arises under article 17(1) of the Market Abuse Regulation1. To do this an issuer will need to carefully assess whether
the speculation or rumour has given rise to a situation where the issuer has inside
information.
The knowledge that press speculation
or market rumour is false may not1 amount to inside
information. If1 it does amount to inside
information, the FCA expects that there may be cases where1 an issuer would be able
to delay disclosure1 in accordance with article 17(4) or 17(5) of the Market Abuse Regulation1.
1Factors that may indicate that an applicant does not satisfy the requirement in LR 6.6.1R include where the applicant’s business consists principally of holding shares in entities that it does not control, including entities where the applicant:(1) owns a minority holding of shares; or(2) is only able to exercise negative control; or(3) exercises control subject to contractual arrangements which could be altered without the applicant’s agreement or could result in a temporary
1On the date of issuance, the issuer must send to the FCA:(1) the information in the form set out in RCB 3 Annex 5 D (issuance form);(2) the information in the form set out in RCB 3 Annex 3 D (asset and liability profile form); and(3) the final terms of the regulated covered bonds or equivalent issuance documents setting out the terms of the regulated covered bonds and signed copies of swap documents.
1An issuer should be aware that matters that
fall within the scope of this chapter may also fall within the scope of:(1) the market abuse regime set out
in the Market Abuse Regulation2;(2) Part 7 (Offences relating to
Financial Services) of the Financial Services Act 2012 relating to misleading
statements and practices;(3) Part V of the Criminal Justice
Act 1993 relating to insider dealing; and(4) the Takeover
Code.
1If an issuer is required to notify information to a RIS at a time when a RIS is not open for business, it may distribute the information as soon as possible to:(1) not less than two national newspapers in the United Kingdom;(2) two newswire services operating in the United Kingdom; and(3) a RIS for release as soon as it opens.
1An issuer must comply with the rules that are applicable to every security in the category of listing which applies to each security the issuer has listed. The categories of listing are:(1) premium listing (commercial company); (2) premium listing (closed-ended investment fund);(3) [deleted]4(3A) premium listing (sovereign controlled commercial company);3(4) standard listing (shares);(4A) standard listing (open-ended investment companies);4(5) standard listing (debt and debt-like
1This
chapter applies to an issuer that
has applied for the admission of:(1) securities specified
in article 1(2) of the Prospectus Regulation3 (other
than securities specified in
article 1(2)(a), (b)5 or (d) of that regulation3); or(2) any other specialist
securities for which a prospectus is
not required under the Act or the Prospectus Regulation24.
An issuer must
ensure that listing particulars for securities referred to in LR 4.1.1 R are approved by the FCA and published in accordance with LR 4.3.5 R.Note:
Under LR 2.2.11 R,
the securities will only be listed if listing
particulars for the securities have
been approved by the FCA and published.
An issuer of shares must, if it acquires or disposes of its own shares, either itself or through a person acting in his own name but on the issuer's behalf, make public the percentage of voting rights attributable to those shares it holds as a result of the transaction as a whole,1 as soon as possible, but not later than four trading days following such acquisition or disposal where that percentage reaches, exceeds or falls below the thresholds of 5% or 10% of the voting righ