Related provisions for SYSC 19D.3.27

61 - 67 of 67 items.

PERG 4.10.8G01/07/2005

In every case, the trustee or personal representative must not receive any remuneration that is additional to any he receives for acting in his capacity as trustee or personal representative. But a person is not to be regarded as receiving additional remuneration merely because his remuneration as trustee or personal representative is calculated by reference to time spent.

COLL 8.3.4R01/04/2019

This table belongs to COLL 8.3.2 R.

1	Document status
	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.
2	Description of the authorised fund
	Information detailing:
	(1)	the name of the authorised fund;
	16(1A)	its FCA product reference number (PRN);
	(2)	that the authorised fund is either an ICVC, ACS 11 or an AUT;
	(3)	that the scheme is a qualified investor scheme;
	(4)	where relevant, that the unitholders in an ICVC are not liable for the debts of the authorised fund;
	(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;
	(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;
	(7)	the base currency for the authorised fund;
	(8)	where relevant, the maximum and minimum sizes of the ICVC's capital; 11
	(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
	(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.
3	Investment objectives and policy
	(1)	Sufficient information to enable a unitholder to ascertain:
		(a)	the investment objectives of the authorised fund;
		(b)	the authorised fund's investment policy for achieving those investment objectives, including:
			(i)	the general nature of the portfolio and any intended specialisation;
			(ii)	the policy for the spreading of risk in the scheme property; and
			(iii)	the policy in relation to the exercise of borrowing powers;
		(c)	a description of any restrictions in the assets in which investment may be made; and
		(d)	the extent (if any) to which that investment policy does not envisage remaining fully invested at all times.
	(2)	For investment in immovables :
		(a)	the countries or territories of immovables in which the authorised fund may invest;
		(b)	the policy of the authorised fund manager in relation to insurance of immovables forming part of the scheme property; and
		(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.
	(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:
		(a)	to the basis of the maximum amount of the charges in respect of transactions in a second scheme; and
		(b)	the extent to which any such charges will be reimbursed to the scheme.
	(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.
	(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
	19	19 9
4	Distributions and accounting dates
	Relevant details of accounting and distribution dates and a description of the procedures:
	(1)	for determining and applying income (including how any distributable income is paid); and
	(2)	relating to unclaimed distributions.
5	The characteristics of units in the authorised fund
	Information as to:
	(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;
	(2)	how unitholders may exercise their voting rights and what these are; and
	(3)	the circumstances where a mandatory redemption, cancellation or conversion of units from one class to another may be required.11
115A	Issue of units in ACSs: eligible investors
	(1)	A statement that units may not be issued to a person other than to a person : 12
		(a)	who 12is a:
			(i)	professional ACS investor; or
			(ii)	large ACS investor; or
			(iii)	person who already holds units in the scheme; and
		(b)	to whom units in a qualified investor scheme may be promoted under COBS 4.12.4 R.12 12
	(2)	A statement that the authorised contractual scheme manager of an ACS must redeem units 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).
115B	Transfer of units in ACSs
	(1)	A statement whether the transfer of units in the ACS scheme is either:
		(a)	prohibited; or
		(b)	allowed;
		by the instrument constituting the fund 13 and prospectus. 13
	(2)	A statement that where transfer of units is allowed by the instrument constituting the fund 13 and prospectus in accordance with (1)(b), units may only be transferred in accordance with the conditions specified by FCA rules, including that units may not be transferred to a person other than a person : 13 12
		(a)	who 12is a:
			(i)	professional ACS investor; or
			(ii)	large ACS investor; or
			(iii)	person who already holds units in the scheme; and
		(b)	to whom units in a qualified investor scheme may be promoted under COBS 4.12.4 R.12 12
	(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.
6	The authorised fund manager
	The following particulars of the authorised fund manager:
	(1)	its name and the nature of its corporate form;
	(2)	the country or territory of its incorporation;
	(3)	the date of its incorporation and if the duration of its corporate status is limited, when that status will or may cease;
	(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;
	(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;
	(6)	the amount of its issued share capital and how much of it is paid up;
	(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
	(8)	for an AUT, the names of the directors of the authorised fund manager.11 11
7	Directors of an ICVC, other than the ACD
	Other than for the ACD:
	(1)	the names and positions in the ICVC of the directors; and
	(2)	the manner, amount and calculation of the remuneration of the directors.
8	The depositary
	The following particulars of the depositary:
	(1)	its name and the nature of its corporate form;
	(2)	the country or territory of its incorporation;
	(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
	(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.
9	The investment adviser
	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.
10	The auditor
	The name of the auditor of the authorised fund.
11	The register of Unitholders
	Details of the address in the United Kingdom where the register of unitholders is kept and can be inspected by unitholders.
12	Payments out of the scheme property
	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:
	(1)	the current rates or amounts of such remuneration;
	(2)	how the remuneration will be calculated and accrue and when it will be paid;
	(3)	if notice has been given to unitholders of the authorised fund manager's intention to:
		(a)	introduce a new category of remuneration for its services; or
		(b)	increase the basis of any current charge; or
		(c)	change the basis of the treatment of a payment from the capital property set out in COLL 8.5.13 R (2) (Payments);
		particulars of that introduction or increase and when it will take place;
	(4)	the types of any other charges and expenses that may be taken out of the scheme property; and
	(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:
		(a)	that fact; and
		(b)	the basis of the charge which may be so treated
13	Dealing
	Details of:
	(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;
	(2)	the procedures for effecting:
		(a)	the issue and cancellation of units;
		(b)	the sale and redemption of units; and
		(c)	the settlement of transactions;
	(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;
	(4)	the circumstances in which the redemption of units may be suspended;
	(5)	the days and times in the day on which recalculation of the price will commence;
	(6)	details of the minimum number or value of each type of unit in the authorised fund which:
		(a)	any one person may hold; and
		(b)	may be the subject of any one transaction of sale or redemption;
	(7)	the circumstances in which the authorised fund manager may arrange for, and the procedure for, a redemption of units in specie;
	(8)	the circumstances in which the further issue of units in any particular class may be limited and the procedures relating to this:6 6
	(9)	the circumstances in which direct issue or cancellation of units by the ICVC or the depositary of an AUT or ACS 11 (as appropriate) may occur and the relevant procedures for such issues and cancellations; 18 11 6
	(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
	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:
		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
		18(b)		a statement of non-accountability as referred to in COLL 8.5.14G.
14	Valuation of scheme property
	Details as to:
	(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;
	(2)	in relation to each purpose for which the scheme property must be valued, the basis on which it will be valued; and
	(3)	how the price of units of each class will be determined, including a statement that 16a forward price 16 basis is to be applied.
15	Sale and redemption charges
	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.
15A5	Property Authorised Investment Funds
	For a property authorised investment fund, a statement that:
	(1)	it is a property authorised investment fund;
	(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
	(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:
		(a)	necessary in order to enable an orderly reduction of the holding to below 10%; and
		(b)	in the interests of the unitholders as a whole.
16	General information
	Details as to:
	(1)	when annual and half- yearly reports will be published; and
	(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
17	Information on the umbrella
	In the case of a scheme which is an umbrella, the following information:
	(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;
	(2)	what charges may be made on exchanging units in one sub-fund for units in other sub-funds;
	(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;
	(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
	(5)	for an ICVC or a co-ownership scheme,11 that:10 10
		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
		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
		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 11 11
	16(6)	the FCA product reference number (PRN) of each sub-fund.
18	Application of the prospectus contents to an umbrella
	For a scheme which is an umbrella, information required must be stated:
	(1)	in relation to each sub-fund where the information for any sub-fund differs from that for any other; and
	(2)	for the umbrella as a whole, but only where the information is relevant to the umbrella as a whole.
318A	Investment in overseas4 property through an intermediate holding vehicle3
	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
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;
	(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;
	(3)	the exercise of rights conferred on limited partners by FCA rules 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).
19	Additional information
	Any other material information which is within the knowledge of the directors 11 of an ICVC or the authorised fund manager 11 of an AUT or ACS 11, or which the directors or authorised fund manager 11 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. 11 11 11

SUP 18.2.20G01/04/2013

Under section 107(2) of the Act, the application to the court may be made by the transferor or the transferee or both. As soon as reasonably practical, the intended applicant should choose their nominee for independent expert in the light of any criteria advised by the appropriate regulator. The intended applicant(s) should then advise the appropriate regulator of their choice, unless the appropriate regulator8 wishes them to defer nomination or to make its own nomination. The

SYSC 10.1.11R01/10/2018

(1) The conflicts of interest policy must include the following content:(a) it must identify in accordance with SYSC 10.1.3 R, SYSC 10.1.4 R, SYSC 10.1.4BR and SYSC 10.1.4CR (as applicable),12 by reference to the specific services and activities carried out by or on behalf of the management company or insurance intermediary12 the circumstances which constitute or may give rise to a conflict of interest entailing a material risk of damage to the interests of one or more clients;

COLL 4.2.5R30/04/2021

This table belongs to COLL 4.2.2 R (Publishing the prospectus).

Document status
1	A statement that the document is the prospectus of the authorised fund valid as at a particular date (which shall be the date of the document).
Authorised fund
2	A description of the authorised fund including:
	(a)	its name;
	29(aa)	its FCA product reference number (PRN);
	(b)	whether it is an ICVC, ACS 21 or an AUT;17
	3(ba)	whether it is a UCITS scheme or a non-UCITS retail scheme;
	17(bb)	a statement that unitholders in an AUT, ICVC or co-ownership scheme 21 are not liable for the debts of the authorised fund;21
	(bc)	a statement that 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);21
	(bd)	a statement that 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;21
	(be)	a statement that the exercise of rights conferred on limited partners by FCA rules does not constitute taking part in the management of the partnership business;21
	(c)	for an ICVC, the address of its head office and the address of the place in the United Kingdom for service on the ICVC of notices or other documents required or authorised to be served on it;
	(ca)	for an ACS that is a limited partnership scheme, the address of the proposed principal place of business of the limited partnership scheme;21
	(d)	the effective date of the authorisation order made by the FCA and relevant details of termination, if the duration of the authorised fund is limited;
	(e)	its base currency;
	(f)	for an ICVC, the maximum and minimum sizes of its capital; 18
	(g)	the circumstances in which it may be wound up under the rules and a summary of the procedure for, and the rights of unitholders under, such a winding up; and18 17
	18(h)	if it is not an umbrella, a statement that it is a feeder UCITS, a feeder NURS, a fund of alternative investment funds or a property authorised investment fund22, where that is the case. 22
Umbrella ICVCs or co-ownership schemes21
2A	The following statements for an ICVC or a co-ownership scheme which is an umbrella:21 21
	(a)	for an ICVC, a statement that21its 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; 21
	(aa)	for a co-ownership scheme, a statement that 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; and21
	(b)	for an ICVC or a co-ownership scheme, a statement that21 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,21 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.21 18
18Umbrella Schemes
182B	For a UCITS scheme or non-UCITS retail scheme which is an umbrella:29 22 22 22
	29(a)		a statement detailing whether each specific sub-fund is a feeder UCITS, a feeder NURS, a fund of alternative investment funds or a property authorised investment fund, as appropriate; and
	29(b)		the FCA product reference number (PRN) of each sub-fund.
Investment objectives and policy
3	The following particulars of the investment objectives and policy of the authorised fund:
	(a)	the investment objectives, including its financial objectives;
	(b)	the authorised fund's investment policy for achieving those investment objectives, including the general nature of the portfolio and, if appropriate, any intended specialisation;
	(c)	an indication of any limitations on that investment policy;22
	(c-b)	where:33
		(i)	a target for a scheme’s performance has been set, or a payment out of scheme property is permitted, by reference to a comparison of one or more aspects of the scheme property or price with fluctuations in the value or price of an index or indices or any other similar factor (a “target benchmark”); or33
		(ii)	without being a target benchmark, arrangements are in place in relation to the scheme according to which the composition of the portfolio of the scheme is, or is implied to be, constrained by reference to the value, the price or the components of an index or indices or any other similar factor (a “constraining benchmark”); or33
		(iii)	without being a target benchmark or a constraining benchmark, the scheme’s performance is compared against the value or price of an index or indices or any other similar factor (a “comparator benchmark”),33
		a statement providing sufficient information for investors to understand the choice and use of any target benchmark, constraining benchmark or comparator benchmark in relation to the scheme;33
	(c-a)	where no target benchmark, constraining benchmark or comparator benchmark is used, a statement to that effect and an explanation of how investors can assess the performance of the scheme;33
	22(ca)	for an authorised fund that has indicated in its name, investment objectives or fund literature (including in any financial promotions for the fund), through use of descriptions such as 'absolute return', 'total return' or similar, an intention to deliver positive returns in all market conditions (and where there is no actual guarantee of such returns), additional statements in the authorised fund's investment objectives specifying:
		(i)	that capital is in fact at risk;
		(ii)	the investment period over which the authorised fund aims to achieve a positive return; and
		(iii)	there is no guarantee that this will be achieved over that specific, or any, time period;
	(d)	the description of assets which the capital property may consist of;
	(e)	the proportion of the capital property which may consist of an asset of any description;
	(f)	the description of transactions which may be effected on behalf of the authorised fund and an indication of any techniques and instruments or borrowing powers which may be used in the management of the authorised fund;
	(g)	a list of the eligible markets through which the authorised fund may invest or deal in accordance with COLL 5.2.10 R (2)(b) (Eligible markets: requirements);
	(h)	for an ICVC, a statement as to whether it is intended that the scheme will have an interest in any immovable property or movable property ((in accordance with COLL 5.6.4 R (2) (Investment powers: general) or COLL 5.2.8 R (2) (UCITS schemes: general)) for the direct pursuit of the ICVC's business;
	(i)	where COLL 5.2.12 R (3) (Spread: government and public securities) applies:29
		29(i)	a prominent statement as to the fact that more than 35% in value29 of the scheme property is or may be invested in transferable securities or approved money-market instruments issued or guaranteed by a single state, local authority or public international body29; and
		29(ii)	the names of the individual states, local authorities or public international bodies issuing or guaranteeing the securities in which29 more than 35% in value of the scheme property may be invested29;
	(k)	for an authorised fund which may invest in other schemes, the extent to which the scheme property may be invested in the units of schemes which are managed by the authorised fund manager or by its associate;
14	(ka)	where a scheme is a feeder scheme (other than a feeder UCITS or a feeder NURS)18,16 which (in respect of investment in units in collective investment schemes) is dedicated to units in a single collective investment scheme, details of the master scheme and the minimum (and, if relevant, maximum) investment that the feeder scheme may make in it; 16 18
	(l)	where a scheme invests principally in scheme units, deposits or derivatives, or replicates an index in accordance with COLL 5.2.31 R or COLL 5.6.23 R (Schemes replicating an index), a prominent statement regarding this investment policy;
	(m)	where derivatives transactions may be used in a scheme, a prominent statement as to whether these transactions are for the purposes of efficient portfolio management (including10hedging)10 or meeting the investment objectives or both and the possible outcome of the use of derivatives on the risk profile of the scheme;
	(n)	information concerning the profile of the typical investor for whom the scheme is designed;
	(o)	information concerning the historical performance of the scheme, comparing in particular its historical performance against each target benchmark and each constraining benchmark used in relation to the scheme,33 presented in accordance with COBS 4.6.2R (the rules on past performance); 6 6
	(p)	for a non-UCITS retail scheme which invests in immovables, a statement of the countries or territories of situation of land or buildings in which the authorised fund may invest;
	34(pa)	for a fund investing in inherently illiquid assets at least the following (see FUND 3.2.2R(8) (Prior disclosure of information to investors)):
		(i)	an explanation of the risks associated with the scheme investing in inherently illiquid assets and how those risks might crystallise;
		(ii)	a description of the tools and arrangements the authorised fund manager would propose using, including those required by FCA rules, to mitigate the risks referred to in (i); and
		(iii)	an explanation of the circumstances in which those tools and arrangements would typically be deployed and the likely consequences for investors;
	(q)	for a UCITS scheme which invests a substantial portion of its assets in other schemes, a statement of the maximum level of management fees that may be charged to that UCITS scheme and to the schemes in which it invests;
	5(qa)	where the authorised fund is a qualifying money market fund, 31a statement identifying it as such a fund 15and a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund 31; 15 15 15
	(r)	where the net asset value of a UCITS scheme is likely to have high volatility owing to its portfolio composition or the portfolio management techniques that may be used, a prominent statement to that effect; 16
	(s)	for a UCITS scheme, a statement that any unitholder may obtain on request the types of information (which must be listed) referred to in COLL 4.2.3R (3) (Availability of prospectus and long report); and16
	16(t)	for a UCITS scheme that is or is intended to be a master UCITS, a statement that it is not a feeder UCITS and will not hold units of a feeder UCITS.
Reporting, distributions and accounting dates
4	Relevant details of the reporting, accounting and distribution information which includes:
	(a)	the accounting and distribution dates;
	(b)	procedures for:
		(i)	determining and applying income (including how any distributable income is paid);
		(ii)	unclaimed distributions; and
		(iii)	if relevant, calculating, paying and accounting for income equalisation; and27
	(c)	the accounting reference date and when the long report will be published in accordance with COLL 4.5.14 R (Publication and availability of annual and half-yearly long report).27
	(d)	[deleted]27
Characteristics of the units
5	Information as to:
	(a)	where there is more than one class of unit in issue or available for issue, the name of each such class and the rights attached to each class in so far as they vary from the rights attached to other classes;
	(b)	[deleted]35 23 23 29
	(c)	how unitholders may exercise their voting rights and what these amount to;
	(d)	where a mandatory redemption, cancellation or conversion of units from one class to another may be required, in what circumstances it may be required; and
	(e)	for an AUT, the fact that the nature of the right represented by units is that of a beneficial interest under a trust.
215A	ACSs: UCITS and NURS eligible investors
	(a)	A statement that units may not be issued to a person other than a:
		(i)	professional ACS investor; or
		(ii)	large ACS investor; or
		(iii)	person who already holds units in the scheme.
	(b)	A statement that the authorised contractual scheme manager must redeem units 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 paragraph 5A(a).
215B	ACSs: UCITS and NURS transfer of units
	(a)	A statement whether the transfer of units in the ACS scheme is either:
		(i)	prohibited; or
		(ii)	allowed;
		by the instrument constituting the fund 23 and prospectus. 23
	(b)	Where transfer of units is allowed by the instrument constituting the fund 23 and prospectus in accordance with (a)(ii), a statement that units may only be transferred in accordance with the conditions specified by FCA rules, including that units may not be transferred to a person other than a: 23
		(i)	professional ACS investor; or
		(ii)	large ACS investor; or
		(iii)	person who already holds units in the scheme.
	(c)	For a co-ownership scheme which is an umbrella, a statement in accordance with (5B)(a)(i) or (ii) and, where appropriate, a statement in accordance with (5B)(b), 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.
Authorised fund manager
6	The following particulars of the authorised fund manager:
	(a)	its name;
	(b)	the nature of its corporate form;
	(c)	the date of its incorporation;
	(d)	the address of its registered office;
	(e)	the address of its head office, if that is different from the address of its registered office;
	(f)	[deleted]32
	(g)	if the duration of its corporate status is limited, when that status will or may cease; and
	(h)	the amount of its issued share capital and how much of it is paid up.
Directors of an ICVC, other than the ACD
7	Other than for the ACD:
	(a)	the names and positions in the ICVC of any other directors (if any); and
	(b)	the manner, amount and calculation of the remuneration of such directors.
Depositary
8	The following information and 25particulars concerning 25the depositary:
	(a)	its name;
	(b)	the nature of its corporate form;
	(c)	the address of its registered office;
	(d)	the address of its head office, if that is different from the address of its registered office;
	(e)	[deleted]32 25
	(f)	a description of its duties and conflicts of interest that may arise between the depositary and:25
		25(i)	the scheme; or
		25(ii)	the unitholders in the scheme; or
		25(iii)	the authorised fund manager;
	25(g)	(i)	a description of any safekeeping functions delegated by the depositary;
		(ii)	a description of any conflicts of interest that may arise from such delegation; and
		(iii)	for a UCITS scheme, a list showing the identity of each delegate and sub-delegate; and
	25(h)	for a UCITS scheme, a statement that up-to-date information regarding the points covered under (a),(f) and (g), above, will be made available to unitholders on request.
Investment adviser
9	If an investment adviser is retained in connection with the business of an authorised fund:
	(a)	its name; and
	(b)	where it carries on a significant activity other than providing services to the authorised fund as an investment adviser, what that significant activity is.
Auditor
10	The name of the auditor of the authorised fund.
Contracts and other relationships with parties
11	The following relevant details:
	(a)	for an ICVC:
		(i)	a summary of the material provisions of the contract between the ICVC and the ACD 3 which may be relevant to unitholders including provisions (if any) relating to remuneration, termination, compensation on termination and indemnity; 3
		(ii)	the main business activities of each of the directors (other than those connected with the business of the ICVC) where these are of significance to the ICVC's business;
		(iii)	if any director is a body corporate in a group of which any other corporate director of the ICVC is a member, a statement of that fact; 3
		(iv)	the main terms of each contract of service between the ICVC and a director in summary form; and3
		3(v)	for an ICVC that does not hold annual general meetings, a statement that copies of contracts of service between the ICVC and its directors, including the ACD, will be provided to a unitholder on request;
	(b)	the names of the directors of the authorised fund manager and the main business activities of each of the directors (other than those connected with the business of the authorised fund) where these are of significance to the authorised fund's business;
	(c)	a summary of the material provisions of the contract between the ICVC or the manager of the AUT and the depositary which may be relevant to unitholders, including provisions relating to the remuneration of the depositary;
	21(ca)	in the case of an ACS, a summary of the material provisions of the contracts between:
		(i)	the authorised fund manager and the nominated partner (if any); and
		(ii)	the authorised fund manager and depositary;
		which may be relevant to unitholders, including provisions relating to the remuneration of the depositary;
	(d)	if an investment adviser retained in connection with the business of the authorised fund is a body corporate in a group of which any director of the ICVC or the authorised fund manager 21 of the AUTor ACS 21 is a member, that fact; 21
	(e)	a summary of the material provisions of any contract between the authorised fund manager or the ICVC and any investment adviser which may be relevant to unitholders;
	(f)	if an investment adviser retained in connection with the business of the authorised fund has the authority of the authorised fund manager or the ICVC to make decisions on behalf of the authorised fund manager or the ICVC, that fact and a description of the matters in relation to which it has that authority;
	(g)	a list of:16 16
		16(i)	the functions which the authorised fund manager has delegated in accordance with FCA rules 32; and
		16(ii)	the person to whom such functions have been delegated; and
	(h)	in what capacity (if any), the authorised fund manager acts in relation to any other regulated collective investment schemes 2 and the name of such schemes. 2
Register of Unitholders
12	Details of:
	(a)	the address in the United Kingdom where the register of unitholders, and where relevant the plan register is kept and can be inspected by unitholders; and
	(b)	the registrar's name and address.
Payments out of scheme property
13	In relation to each type of payment from the scheme property, details of:
	(a)	who the payment is made to;
	(b)	what the payment is for;
	(c)	the rate or amount where available;
	(d)	how it will be calculated and accrued;
	(e)	when it will be paid; and
	(f)	where a performance fee is taken, examples of its operation in plain English and the maximum it can amount to.
Allocation of payments
14	If, in accordance with COLL 6.7.10 R4 (Allocation of payments to income or capital), the authorised fund manager and the depositary have agreed that all or part of any income expense payments may be treated as a capital expense:
	(a)	that fact;
	(b)	the policy for allocation of these payments; and
	(c)	a statement that this policy may result in capital erosion or constrain capital growth.
Moveable and immovable property (ICVC only)
15	An estimate of any expenses likely to be incurred by the ICVC in respect of movable and immovable property in which the ICVC has an interest.
Valuation and pricing of scheme property
16	In relation to the valuation of scheme property and pricing of units 1: 1
	(a)	either:1 1
		(i)	in the case of a single-priced authorised fund,1 a provision that there must be only a single price for any unit as determined from time to time by reference to a particular valuation point; or1
		(ii)	1in the case of a dual-priced authorised fund, the authorised fund manager's policy for determining prices for the sale and redemption of units by reference to a particular valuation point and an explanation of how those prices may differ;
	(b)	details of:
		(i)	how the value of the scheme property is to be determined in relation to each purpose for which the scheme property must be valued;
		(ii)	how frequently and at what time or times of the day the scheme property will be regularly valued for dealing purposes and a description of any circumstance in which the scheme property may be specially valued;
		(iii)	where relevant, how the price of units of each class will be determined for dealing purposes; 1
		(iv)	where and at what frequency the most recent prices will be published; and
		(v)	1where relevant in the case of a dual-priced authorised fund, an explanation of what is meant by large deals and 29the authorised fund manager's policy in relation to large deals; and
	(c)	if provisions in (a) and (b) do not take effect when the instrument constituting the fund 23 or (where appropriate) supplemental trust deed takes effect, a statement of the time from which those provisions are to take effect or how it will be determined. 23
Dealing
17	The following particulars:
	(a)	the procedures, the dealing periods and the circumstances in which the authorised fund manager will effect:
		(i)	the sale and redemption of units and the settlement of transactions (including the minimum number or value of units which one person may hold or which may be subject to any transaction of sale or redemption) for each class of unit in the authorised fund; and
		(ii)	any direct issue or cancellation of units by an ICVC or by the depositary of an AUT or ACS 21 (as appropriate) through the authorised fund manager in accordance with COLL 6.2.7R (2) (Issue and cancellation of units through an authorised fund manager); 21
	(b)	the circumstances in which the redemption of units may be suspended;
	(c)	whether certificates will be issued in respect of registered units;
	(d)	the circumstances in which the authorised fund manager may arrange for, and the procedure for the issue or cancellation of units in specie;
	(e)	the investment exchanges (if any) on which units in the scheme are listed or dealt;
	(f)	the circumstances and conditions for issuing units in an authorised fund which limit the issue of any class of units in accordance with 13COLL 6.2.18 R13 (Limited issue);
	(g)	the circumstances and procedures for the limitation or deferral of redemptions in accordance with 13COLL 6.2.19 R13 (Limited redemption) or 13COLL 6.2.21 R13 (Deferred redemption); 12
	(h)	in a prospectus available during the period of any initial offer:
		(i)	the length of the initial offer period;
		(ii)	the initial price of a unit, which must be in the base currency;
		(iii)	the arrangements for issuing units during the initial offer, including the authorised fund manager's intentions on investing the subscriptions received during the initial offer;
		(iv)	the circumstances when the initial offer will end;
		(v)	whether units will be sold or issued in any other currency; and12
		(vi)	any other relevant details of the initial offer 12; 30 12
	(i)	whether 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; and30 12
	30(j)	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:
		30(i)	a description of when the authorised fund manager may retain any profits it earns and absorb any losses it incurs for these activities; and
		30(ii)	a statement of non-accountability as referred to in COLL 6.7.16G.
Dilution
18	In the case of a single-priced authorised fund, details1 of what is meant by dilution including:
	(a)	a statement explaining:
		(i)	that it is not possible to predict accurately whether dilution is likely to occur; and
		(ii)	which of the policies the authorised fund manager is adopting under COLL 6.3.8 (1) (Dilution) together with an explanation of how this policy may affect the future growth of the authorised fund; and
	(b)	if the authorised fund manager may require a dilution levy or make a dilution adjustment, a statement of:
		(i)	the authorised fund manager's policy in deciding when to require a dilution levy, including what is meant by large deals and 29the authorised fund manager's policy on large deals, or when to make a dilution adjustment;
		(ii)	the estimated rate or amount of any dilution levy or dilution adjustment based either on historical data or future projections; and
		(iii)	the likelihood that the authorised fund manager may require a dilution levy or make a dilution adjustment and the basis (historical or projected) on which the statement is made.
SDRT provision
19	29
	29	29
	29	[deleted]29
Forward pricing29
20	An explanation of forward pricing 29 under COLL 6.3.9 (Forward 29pricing).
Preliminary charge
21	Where relevant, a statement authorising the authorised fund manager to make a preliminary charge and specifying the basis for and current amount or rate of that charge.
Redemption charge
22	Where relevant, a statement authorising the authorised fund manager to deduct a redemption charge out of the proceeds of redemption; and if the authorised fund manager makes a redemption charge:
	(a)	the current amount of that charge or if it is variable, the rate or method of calculating it;
	(b)	if the amount, rate or method has been changed, that details of any previous amount, rate or method may be obtained from the authorised fund manager on request; and
	(c)	how the order in which units acquired at different times by a unitholder is to be determined so far as necessary for the purposes of the imposition of the redemption charge.
9Property Authorised Investment Funds
922A	For a property authorised investment fund, a statement that:
	(1)	[deleted]22 22
	(2)	no body corporate may seek to obtain or intentionally maintain a holding of more than19 10% of the net asset value of the fund; and 19
	(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:
		(a)	necessary in order to enable an orderly reduction of the holding to below 10%; and
		(b)	in the interests of the unitholders as a whole.
18
18	18
General information
23	Details of:
	(a)	the address at which copies of the instrument constituting the fund,23 any amending instrument and the most recent annual and half-yearly long reports may be inspected and from which copies may be obtained; 23
	(b)	the manner in which any notice or document will be served on unitholders;
	(c)	the extent to which and the circumstances in which:
		(i)	the scheme is liable to pay or suffer tax on any appreciation in the value of the scheme property or on the income derived from the scheme property; and
		(ii)	deductions by way of withholding tax may be made from distributions of income to unitholders and payments made to unitholders on the redemption of units; 3
	(d)	for a UCITS scheme, any possible fees or expenses not described in paragraphs 13 to 22, distinguishing between those to be paid by a unitholder and those to be paid out of scheme property; and3 3
	3(e)	for an ICVC, whether or not annual general meetings will be held.
Information on the umbrella
24	In the case of a scheme which is an umbrella with two or more sub-funds 11, the following information:
	(a)	that a unitholder is entitled to exchange units in one sub-fund for units in any other sub-fund (other than a sub-fund which has limited the issue of units);
	(b)	that an exchange of units in one sub-fund for units in any other sub-fund is treated as a redemption and sale and will, for persons subject to United Kingdom taxation, be a realisation for the purposes of capital gains taxation;
	(c)	that in no circumstances will a unitholder who exchanges units in one sub-fund for units in any other sub-fund be given a right by law to withdraw from or cancel the transaction;
	(d)	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;
	(e)	what charges, if any, may be made on exchanging units in one sub-fund for units in any other sub-fund; and11
	(f)	for 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 scheme which is an umbrella.11
	(g)	[deleted]11 11
Application of the prospectus contents to an umbrella
25	For a scheme which is an umbrella, information required must be stated:
	(a)	in relation to each sub-fund where the information for any sub-fund differs from that for any other; and
	(b)	for the umbrella as a whole, but only where the information is relevant to the umbrella as a whole.16
16Information on a feeder UCITS
1625A	In the case of a feeder UCITS, the following information:
	(a)	a declaration that the feeder UCITS is a feeder of a particular master UCITS and as such permanently invests at least 85% in value of the scheme property in units of that master UCITS;
	(b)	the investment objective and policy, including the risk profile; and whether the performance records of the feeder UCITS and the master UCITS are identical, or to what extent and for which reasons they differ, including a description of how the balance of the scheme property which is not invested in units of the master UCITS is invested in accordance with COLL 5.8.3 R (Balance of scheme property: investment restrictions on a feeder UCITS);
	(c)	a brief description of the master UCITS, its organisation, its investment objective and policy, including the risk profile, and an indication of how the prospectus of the master UCITS may be obtained;
	(d)	a summary of the master-feeder agreement or where applicable, the internal conduct of business rules referred to in COLL 11.3.2 R (2) (Master-feeder agreement and internal conduct of business rules);
	(e)	how the unitholders may obtain further information on the master UCITS and the master-feeder agreement;
	(f)	a description of all remuneration or reimbursement of costs payable by the feeder UCITS by virtue of its investment in units of the master UCITS, as well as the aggregate charges of the feeder UCITS and the master UCITS; and
	(g)	a description of the tax implications of the investment into the master UCITS for the feeder UCITS.
[Note: article 63(1) of the UCITS Directive]18
18Information on a feeder NURS
1825B	In the case of a feeder NURS, the following information:
	(a)	a declaration that the feeder NURS is a feeder of a particular qualifying master scheme and as such is dedicated to units in a single qualifying master scheme and the minimum (and, if relevant, maximum) investment that the feeder NURS may make in its qualifying master scheme;
	(b)	the investment objective and policy of the feeder NURS, including its risk profile; and whether the performance records of the feeder NURS and the qualifying master scheme are identical, or to what extent and for which reasons they differ, including a description of how the balance of the scheme property which is not invested in units of the qualifying master scheme is invested in accordance with COLL 5.6.7 R (6A) (Spread: general);
	(c)	a brief description of the qualifying master scheme, its organisation, its investment objective and policy, including the risk profile, and an indication of how the prospectus of the qualifying master scheme may be obtained;
	(d)	how the unitholders may obtain further information on the qualifying master scheme;
	(e)	a description of all remuneration or reimbursement of costs payable by the feeder NURS by virtue of its investment in units of the qualifying master scheme, as well as the aggregate charges of the feeder NURS and the qualifying master scheme; and
	(f)	a description of the tax implications of the investment into the qualifying master scheme for the feeder NURS.

Marketing in another EEA state
26	[deleted]32



			23 23

		21 21




7Investment in overseas8 property through an intermediate holding vehicle
726A	7If investment in an overseas8 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 vehicle is to enable the holding of overseas8 immovables by the scheme.
Additional information
27	Any other material information which is within the knowledge of the directors of an ICVC or the authorised fund manager of an AUT or ACS, or which the directors or authorised fund manager 21 would have obtained by making reasonable enquiries, including but not confined to, the following matters: 21
	(a)	information 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;
	(b)	a clear and easily understandable explanation of any risks which investment in the authorised fund may reasonably be regarded as presenting for reasonably prudent investors of moderate means;
	(c)	if there is any arrangement intended to result in a particular capital or income return from a holding of units in the authorised fund or any investment objective of giving protection to the capital value of, or income return from, such a holding:
		(i)	details of that arrangement or protection;
		(ii)	for any related guarantee, sufficient details about the guarantor and the guarantee to enable a fair assessment of the value of the guarantee;
		(iii)	a description of the risks that could affect achievement of that return or protection; and
		(iv)	details of the arrangements by which the authorised fund manager will notify unitholders of any action required by the unitholders to obtain the benefit of the guarantee; and
	(d)	whether any notice has been given to unitholders of the authorised fund manager intention to propose a change to the scheme and if so, its particulars.
Remuneration Policy
2528	For a UCITS scheme and in relation to UCITS Remuneration Code staff:
	(a)	up-to-date details of the remuneration policy including, but not limited to:
		(i)	a description of how remuneration and benefits are calculated; and
		(ii)	the identities of persons responsible for awarding the remuneration and benefits, including the composition of the remuneration committee, where such a committee exists; or
	(b)	a summary of the remuneration policy and a statement that:
		(i)	up-to-date details of the matters set out in (a) above are available by means of a website, including a reference to that website; and
		(ii)	a paper copy of that website information will be made available free of charge upon request.

[Note: A transitional provision applies to row 3(ca) of this table: see COLL TP 1.28.]22

LR App 1.1.110/01/2022

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

Act	The Financial Services and Markets Act 2000.
admission or admission to listing	admission of securities to the official list .
admission to trading	admission of securities to trading on an RIE's market for listed securities.
advertisement	(as defined in the Prospectus Regulation) a communication with both of the following characteristics:53
	(a)	relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and
	(b)	aiming to specifically promote the potential subscription or acquisition of securities.
applicant	an issuer which is applying for admission of securities.
asset backed security	(as defined in the PR Regulation 53) securities which:
	(1)	represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable there under; or
	(2)	are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets.
associate	(A)36 in relation to a director, substantial shareholder, or person exercising significant influence, who is an individual: 6
	(1)	that individual's spouse , civil partner 2or child (together "the individual's family");
	(2)	the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are related parties;
	(3)	any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able: (a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or (b) to appoint or remove directors 33 holding a majority of voting rights at board meetings on all, or substantially all, matters;29 33
	29(4)	any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual’s family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control: (a) a voting interest greater than 30% in the partnership; or (b) at least 30% of the partnership.
	For the purpose of paragraph (3), if more than one director of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those directors and their associates will be aggregated when determining whether that company is an associate of the director.
	(B)36 in relation to a substantial shareholder or person exercising significant influence, which is a company: 6
	(1)	any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;
	(2)	any company whose directors are accustomed to act in accordance with the substantial shareholder's or person exercising significant influence's directions or instructions;6 6 6
	(3)	any company in the capital of which the substantial shareholder or person exercising significant influence and any other companyunder paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (3)(a) or (b) above of this definition.6
	36(C) when used in the context of a controlling shareholder who is an individual:
	36(1)	that individual's spouse, civil partner or child (together "the individual's family");
	36(2)	the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are controlling shareholders);
	36(3)	any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able: (a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or (b) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters;
	36(4)	any partnership whether a limited partnership or limited liability partnership in which the individual or any member or members (taken together) of the individual's family are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they hold or control or would on the fulfilment of the condition or the occurrence of the contingency be able to hold or control: (a) a voting interest greater than 30% in the partnership; or (b) at least 30% of the partnership.
	36For the purpose of paragraph (3), if more than one controlling shareholder of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those controlling shareholders and their associates will be aggregated when determining whether that company is an associate of the controlling shareholder.
	36(D) when used in the context of a controlling shareholder which is a company:
	36(1)	any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;
	36(2)	any company whose directors are accustomed to act in accordance with the controlling shareholder's directions or instructions;
	36(3)	any company in the capital of which the controlling shareholder and any other company under paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (C)(3)(a) or (b) of this definition.
authorised person	(in accordance with section 31 of the Act (Authorised persons)) one of the following:
	(a)	a person who has a Part 4A permission to carry on one or more regulated activities;
	(b)	[deleted]52
	(c)	[deleted]52
	(d)	[deleted]52
	(e)	an ICVC;
	(f)	the Society of Lloyd's.13
	(see also GEN 2.2.18R for the position of an authorised partnership or unincorporated association which is dissolved.)52
bank	(a)	a firm with a Part 4A permission which includes accepting deposits, and: (i) which is a credit institution; 52 (ii) [deleted]524 4 but which is not a building society, a friendly society or a credit union;
	(b)	[deleted]52
base prospectus	a base prospectus referred to in article 8 of the Prospectus Regulation.53 29
29body corporate	(in accordance with section 417(1) of the Act (Definitions)) any body corporate, including a body corporate constituted under the law of a country or territory outside the United Kingdom.
book value of property	(in relation to a property company) the value of a property (which is not classified as a net current asset) before the deduction of mortgages or borrowings as shown in the company's latest annual report and accounts.
29break fee arrangement	an arrangement falling within the description in LR 10.2.6A R.
53	53
business day	(1)	(in relation to anything done or to be done in (including to be submitted to a place in) any part of the United Kingdom), any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in that part of the United Kingdom;
	(2)	(in relation to anything done or to be done by reference to a market outside the United Kingdom) any day on which that market is normally open for business.
44	44
CARD	Consolidated Admissions and Reporting Directive.
certificate representing certain securities	the investment specified in article 80 of the Regulated Activities Order (Certificates representing certain securities), which is in summary: a certificate or other instrument which confers contractual or property rights (other than rights consisting of options):
	(a)	in respect of any share, debenture, alternative debenture,19 government and public security or warrant held by a person other than the person on whom the rights are conferred by the certificate or instrument; and 19
	(b)	the transfer of which may be effected without requiring the consent of that person;
	but excluding any certificate or other instrument which confers rights in respect of two or more investments issued by different persons or in respect of two or more different government and public securities issued by the same person.
certificate representing debt securities	a certificate representing certain securities where the certificate or other instrument confers rights in respect of debentures, alternative debentures,19 or government and public securities.
certificate representing equity securities	a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity securities.
certificate representing shares	a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity shares.30
charge	(in relation to securitised derivatives) means any payment identified under the terms and conditions of the securitised derivatives.
Chinese wall	an arrangement that requires information held by a person in the course of carrying on one part of its business to be withheld from, or not to be used for, persons with or for whom it acts in the course of carrying on another part of its business.
circular	any document issued to holders of listed securities including notices of meetings but excluding prospectuses, listing particulars, annual reports and accounts, interim reports, proxy cards and dividend or interest vouchers.
class	securities the rights attaching to which are or will be identical and which form a single issue or issues.
class 1 acquisition	a class 1 transaction that involves an acquisition by the relevant listed company or its subsidiary undertaking.
class 1 circular	a circular relating to a class 1 transaction or a transaction which must comply with the requirements of a class 1 transaction 38.
class 1 disposal	a class 1 transaction that consists of a disposal by the relevant listed company or its subsidiary undertaking.
class 1 transaction	a transaction classified as a class 1 transaction under LR 1060.
class 2 transaction	a transaction classified as a class 2 transaction under LR 1060. 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 entity 58 which is not an open-ended investment company.
5closed-ended investment fund	an entity:
	(a)	which is an undertaking with limited liability, including a company, limited partnership, or limited liability partnership; and
	(b)	whose primary object is investing and managing its assets (including pooled funds contributed by holders of its listed securities):
		(i) in property of any description; and
		(ii) with a view to spreading investment risk.
43	43
COBS9	the Conduct of Business sourcebook, from 1 November 20079.
3Combined Code	in relation to an issuerthe Combined Code on Corporate Governance published in June 2008 by the Financial Reporting Council.18 18
company	any body corporate.
competent authority	(in relation to the functions referred to in Part VI of the Act) the FCA 52
		52
		52
connected client	in relation to a sponsor or securities house, any client of the sponsor or securities house who is:
	(a)	a partner, director, employee or controller (as defined in section 422 of the Act) of the sponsor or securities house or of an undertaking described in paragraph (d);
	(b)	the spouse , civil partner 2or child of any individual described in paragraph (a);
	(c)	a person in his capacity as trustee of a private trust (other than a pension scheme or an employees' share scheme) the beneficiaries of which include any person described in paragraph (a) or (b); or
	(d)	an undertaking which in relation to the sponsor or securities house is a group undertaking.
connected person	(in DTR and LR in relation to a person discharging managerial responsibilities within an issuer) has the meaning given to “person closely associated” in article 3(1)(26) of the Market Abuse Regulation.43
Consolidated Admissions and Reporting Directive	Directive of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities (No 2001/34/EC).
constitution	memorandum and articles of association or equivalent constitutional document.
contingent liability investment	a derivative under the terms of which the client will or may be liable to make further payments (other than charges, and whether or not secured by margin) when the transaction falls to be completed or upon the earlier closing out of his position.
contract of significance	a contract which represents in amount or value (or annual amount or value) a sum equal to 1% or more, calculated on a group basis where relevant, of:
	(1)	in the case of a capital transaction or a transaction of which the principal purpose or effect is the granting of credit, the aggregate of the group's share capital and reserves; or
	(2)	in other cases, the total annual purchases, sales, payments or receipts, as the case may be, of the group.
36controlling shareholder	means any person who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company. For the purposes of calculating voting rights, the following voting rights are to be disregarded:49
	(1)	any voting rights which such a person exercises (or controls the exercise of) independently in its capacity as: bare trustee, investment manager, collective investment undertaking or a long-term insurer in respect of its linked long-term business if no associate of that person interferes by giving direct or indirect instructions, or in any other way, in the exercise of such voting rights (except to the extent any such person confers or collaborates with such an associate which also acts in its capacity as investment manager, collective investment undertaking or long-term insurer); or49
	(2)	any voting rights which a person may hold (or control the exercise of) solely in relation to the direct performance, by way of business, of:49
		(a)	underwriting the issue or sale of securities; or49
		(b)	placing securities, where the person provides a firm commitment to acquire any securities which it does not place; or 49
		(c)	acquiring securities from existing shareholders or the issuer pursuant to an agreement to procure third-party purchases of securities;49
	and where the conditions below are satisfied:49
	(i)	the activities set out in (2)(a) to (c) are performed in the ordinary course of business;49
	(ii)	the securities to which the voting rights attach are held for a consecutive period of 5 trading days or less, beginning with the first trading day on which the securities are held;49
	(iii)	the voting rights are not exercised within the period the securities are held; and49
	(iv)	no attempt is made directly or indirectly by the person to intervene in (or attempt to intervene in) or exert (or attempt to exert) influence on the management of the issuer within the period the securities are held.49
convertible securities	a security which is:
	(1)	convertible into, or exchangeable for, other securities; or
	(2)	accompanied by a warrant 33 or option 33 to subscribe for or purchase other securities. 33 33
deal	a dealing transaction;
dealing	(in accordance with paragraph 2 of Schedule 2 to the Act (Regulated activities)) buying, selling, subscribing for or underwriting investments or offering or agreeing to do so, either as principal or as an43 agent, including, in the case of an investment which is a contract of insurance, carrying out the contract.
debt security	debentures, alternative debentures,19 debenture stock, loan stock, bonds, certificates of deposit or any other instrument creating or acknowledging indebtedness.7
6deferred bonus	any arrangement pursuant to the terms of which an employee or director may receive a bonus (including cash or any security) in respect of service and/or performance in a period not exceeding the length of the relevant financial year notwithstanding that the bonus may, subject only to the person remaining a director or employee of the group, be receivable by the person after the end of the period to which the award relates.
6defined benefit scheme	in relation to a director, means a pension scheme which is not a money purchase scheme.
depositary	a person that issues certificates representing certain securities that have been admitted to listing 33 or are the subject of an application for admission to listing. 33
7 DEPP	the Decision Procedure and Penalties manual
designated professional body	a professional body designated by the Treasury under section 326 of the Act (Designation of professional bodies) for the purposes of Part XX of the Act 60 (Provision of Financial Services by Members of the Professions); 60the following professional bodies have been designated in the Financial Services and Markets Act 2000 (Designated Professional Bodies) Order 2001 (SI 2001/1226), the Financial Services and Markets Act 2000 (Designated Professional Bodies) (Amendment) Order 2004 (SI 2004/3352) and the Financial Services and Markets Act 2000 (Designated Professional Bodies) (Amendment) Order 2006 (SI 2006/58)60: (a) The Law Society of England and Wales60; (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;. (i) The Council for Licensed Conveyancers; and60 (j) The Royal Institution of Chartered Surveyors.60
director	(in accordance with section 417(1)(a) of the Act) a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties.
43 disclosure guidance	the guidance contained in DTR 1 to 3
disclosure requirements 43 16 16	articles 17, 18 and 19 of the Market Abuse Regulation.43 16 16
document	any piece of recorded information, including (in accordance with section 417(1) of the Act (Interpretation)) information recorded in any form; in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form.
60	60
DTR	the Disclosure Guidance43 and Transparency Rules39 sourcebook containing the disclosure guidance 43, transparency rules,39 corporate governance rules and the rules relating to primary information providers.16 39 16 39
39E-Commerce Directive	the Council Directive of 8 June 2002 on legal aspects of information society services, in particular electronic commerce, in the Internal Market (No 2000/31/EC).
EEA State	(in accordance with Schedule 1 to the Interpretation Act 1978), in relation to any time:52
	(a)	a state which at that time is a member State; or52
	(b)	any other state which is at that time a party to the EEA agreement.52
	[Note: Current non-member State parties to the EEA agreement are Norway, Iceland and Lichtenstein.]52
7 EG	the Enforcement Guide
employee	an individual:
	(a)	who is employed or appointed by a person in connection with that person's business, whether under a contract of service or for services or otherwise; or
	(b)	whose services, under an arrangement between that person and a third party, are placed at the disposal and under the control of that person;
	but excluding an appointed representative or, where applicable, a tied agent 9 of that person.
employees' share scheme	has the same meaning as in section 116615 of the Companies Act 200615.7 6 6 8 6 6 8
equity security	equity shares and securities convertible into equity shares.
equity share20	shares comprised in a company's equity share capital.
equity share capital	(for a company), its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.
53 6	53 38
38ESMA	European Securities and Markets Authority.
ESMA Prospectus Recommendations40 40	the ESMA update of the CESR recommendations60: The consistent implementation of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (ESMA/2013/319).40 40
52EU	the European Union, being the Union established by the Treaty on European Union signed at Maastricht on 7 February 1992 (as amended), taking into account United Kingdom’s withdrawal from the Union pursuant to Article 50 of the Treaty.
52EU-adopted International Accounting Standards (or EU adopted IFRS)	means the international accounting standards within the meaning of EC Regulation No 1606/2002 of the European Parliament and of the Council of 19 July 2002 as adopted from time to time by the European Commission in accordance with that Regulation.
52EUWA	the European Union (Withdrawal) Act 2018.
exercise notice	(in relation to securitised derivatives), a document that notifies the issuer of a holder's intention to exercise its rights under the securitised derivative.
exercise price	(in relation to securitised derivatives), the price stipulated by the issuer at which the holder can buy or sell the underlying instrument from or to the issuer.
exercise time	(in relation to securitised derivatives), the time stipulated by the issuer by which the holder must exercise their rights.
expiration date	(in relation to securitised derivatives), the date stipulated by the issuer on which the holder's rights in respect of the securitised derivative ends.
27external management company	(in LR and PRR 53) has the meaning in PRR 5.3.3R53. (i.e., in relation to an issuer that is a company which is not a collective investment undertaking, a person who is appointed by the issuer (whether under a contract of service, a contract for services or any other commercial arrangement) to perform functions that would ordinarily be performed by officers of the issuer and to make recommendations in relation to strategic matters).
extraction	(in relation to mineral companies), includes mining, quarrying or similar activities and the reworking of mine tailings or waste dumps.
FCA	the Financial Conduct Authority.
final terms	the document containing the final terms of each issue which is intended to be listed.
financial information table	financial information presented in a tabular form that covers the reporting period set out in LR 13.5.13 R in relation to the entities set out in LR 13.5.14 R, and to the extent relevant LR 13.5.17A R30. 30
57founding shareholder	as defined in LR 5.6.18BR.
57public shareholder	as defined in LR 5.6.18BR.
group	(1)	except in LR 6.4.3G, LR 6.5.3G, LR 6.14.3R, LR 6.14.4G49, LR 8.7.8R (10),LR 14.2.2 R, LR 14.2.3A G, LR 18.2.8 R and LR 18.2.9A G36, 6an issuer and its subsidiary undertakings (if any); and 36 12 36 36
	(2)	in LR 6.4.3G, LR 6.5.3G, LR 6.14.3R, LR 6.14.4G49, LR 8.7.8R (10), 6LR 14.2.2 R, LR 14.2.3A G, LR 18.2.8 R and LR 18.2.9A G36as defined in section 421 of the Act. 36 12 36 36
guarantee	(in relation to securitised derivatives), either:
	(1)	a guarantee given in accordance with LR 19.2.2 R (3)(if any); or
	(2)	any other guarantee of the issue of securitised derivatives.
guidance	guidance given in the FCA Handbook,60 by the FCA under the Act.
Handbook	the FCA Handbook 60.28
28holding company	(as defined in section 1159(1) of the Companies Act 2006 (Meaning of "subsidiary" etc) (in relation to another body corporate ("S")) a body corporate which:
	(a)	holds a majority of the voting rights in S; or
	(b)	is a member of S and has the right to appoint or remove a majority of its board of directors; or
	(c)	is a member of S and controls alone, under an agreement with other shareholders and members, a majority of the voting rights in S.
Home Member State or Home State	[deleted]54 52
Host Member State or Host State	[deleted]54 52
52	52 39
36independent director	a director whom an applicant 49 or listed company has determined to be independent under the UK Corporate Governance Code.
36independent shareholder	any person entitled to vote on the election of directors of a listed company that is not a controlling shareholder of the listed company.
39information society service	an information society service, as defined by article 2(a) of the E-Commerce Directive and article 1(2) of the Technical Standards and Regulations Directive (98/34/EC), which is in summary any service normally provided for remuneration, at a distance, by means of electronic equipment for the processing (including the digital compression) and storage of data at the individual request of a service recipient.
inside information	as described in article 7 of the Market Abuse Regulation 45.
43	43
intermediaries offer	a marketing of securities already or not yet in issue, by means of an offer by, or on behalf of, the issuer to intermediaries for them to allocate to their own clients.
52	52
in the money	(in relation to securitised derivatives):
	(a)	where the holder has the right to buy the underlying instrument or instruments from the issuer, when the settlement price is greater than the exercise price; or
	(b)	where the holder has the right to sell the underlying instrument or instruments to the issuer, when the exercise price is greater than the settlement price.5
10investment entity	an entity whose primary object is investing and managing its assets with a view to spreading or otherwise managing investment risk.
investment manager	a person who, on behalf of a client, manages investments and is not a wholly-owned subsidiary of the client.5 5
investment trust	a company which: 40
	(a)	is approved by the Commissioners for HM Revenue and Customs33 under sections 1158 and 1159 of the Corporation Tax Act 201040 (or, in the case of a newly formed company, has declared its intention to conduct its affairs so as to obtain such approval); or 33 40
	(b)	(for the purposes of COBS 4.14 and60 the definitions of non-mainstream pooled investment and packaged product only)52 is resident in an EEA State 52and would qualify for such approval if resident in the United Kingdom.
issuer	any company or other legal person or undertaking (including a public sector issuer), any class of whose securities has been admitted to listing 33 or is the subject of an application for admission to listing 33. 33 33
29limited liability partnership	(a) a body corporate incorporated under the Limited Liability Partnerships Act 2000; (b) a body corporate incorporated under legislation having the equivalent effect to the Limited Liability Partnerships Act 2000.
list of sponsors	the list of sponsors maintained by theFCA in accordance with section 88(3)(a) of the Act.
listed	admitted to the official list maintained by the FCA in accordance with section 74 of the Act.
listed company	a company that has any class of its securities listed.
listing particulars	(in accordance with section 79(2) of the Act), a document in such form and containing such information as may be specified in listing rules.
listing rules	(in accordance with sections 73A(1) and 1673A(2) of the Act) rules 16relating to admission to the official list. 16 16
London Stock Exchange	London Stock Exchange Plc.
long-term incentive scheme	any arrangement (other than a retirement benefit plan, a deferred bonus or any other arrangement that is an element of an executive director's remuneration package) which may involve the receipt of any asset (including cash or any security) by a director or employee of the group:
	(1)	which includes one or more conditions in respect of service and/or performance to be satisfied over more than one financial year; and
	(2)	pursuant to which the group may incur (other than in relation to the establishment and administration of the arrangement) either cost or a liability, whether actual or contingent.
LR	the Listing Rules sourcebook60. 29
45
major subsidiary undertaking	a subsidiary undertaking that represents 25% or more of the aggregate of the gross assets or profits (after deducting all charges except taxation) of the group.
45
43 Market Abuse Regulation	the UK version of52 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council46 and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, which is part of United Kingdom law by virtue of the EUWA.52 45
member	(as defined in section 325(2) of the Act (FCA’s general duty))60 (in relation to a profession) a person who is entitled to practise that profession and, in practising it, is subject to the rules of the relevant designated professional body, whether or not he is a member of that body.
mineral company	a company or group, whose principal activity is, or is planned to be, the extraction of mineral resources (which may or may not include exploration for mineral resources).
mineral expert's report	a competent person's36 report prepared in accordance with paragraph 133 of36 the ESMA Prospectus Recommendations.40 CESR recommendations 30 40
mineral resources	include metallic and non-metallic ores, mineral concentrates, industrial minerals, construction aggregates, mineral oils, natural gases, hydrocarbons and solid fuels including coal.
miscellaneous securities20	securities which are not:
	(a)	shares; or
	(b)	debt securities; or
	(c)	asset backed securities; or
	(d)	certificates representing debt securities; or
	(e)	convertible securities which convert to debt securities; or
	(f)	convertible securities which convert to equity securities; or
	(g)	convertible securities which are exchangeable for securities of another company; or
	(h)	certificates representing certain securities; or
	(i)	securitised derivatives.
43	43
30modified report 30	an accountant's or 30auditor's report:
	(a)	in which the opinion is modified; or30 30
	(b)	which contains an emphasis-of-matter paragraph.30 30
6money purchase scheme	in relation to a director, means a pension scheme under which all of the benefits that may become payable to or in respect of the director are money purchase benefits.
60national storage mechanism	the system identified by the FCA on its website as the national storage mechanism for regulatory announcements and certain documents published by issuers.
net annual rent	(in relation to a property) the current income or income estimated by the valuer:
	(1)	ignoring any special receipts or deductions arising from the property;
	(2)	excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and
	(3)	after making deductions for superior rents (but not for amortisation) and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent.
49
52	52
OECD state guaranteed issuer	an issuer of debt securities whose obligations in relation to those securities33 have been guaranteed by a member state of the OECD. 33
offer	an offer of transferable securities to the public.
offer for sale	an invitation to the public by, or on behalf of, a third party to purchase securities of the issuer already in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).
offer for subscription	an invitation to the public by, or on behalf of, an issuer to subscribe for securities of the issuer not yet in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).
offer of transferable securities to the public	(as defined in the Prospectus Regulation) a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. This definition also applies to the placing of securities through financial intermediaries.53
	53	53
		53
		53
	53	53
	53	53
	53	53
	53
offeror	(a)	in LR 5.2.10 R to LR 5.2.11D R36, an offeror as defined in the Takeover Code; and
	(b)	elsewhere in LR, a person 36who makes an offer of transferable securities to the public. 36
official list	the list maintained by the FCA in accordance with section 74(1) of the Act for the purposes of Part VI of the Act.
open-ended investment company33 33	as defined in section 236 of the Act (Open-ended investment companies).
open offer	an invitation to existing securities holders to subscribe or purchase securities in proportion to their holdings, which is not made by means of a renounceable letter (or other negotiable document).31
31operational objectives	as defined in section 1B(3) of the Act.
option	the investment, specified in article 83 of the Regulated Activities Order (Options), which is in summary60 an option to acquire or dispose of: (a) a designated investment (other than a P2P agreement,37an option or one to which (d) or (e) applies60); or (b) currency of the United Kingdom or of any other country or territory; or (c) palladium, platinum, gold or silver; or (d) a commodity to which article 83(2) and (4) of the Regulated Activities Order applies; or60 (e) a financial instrument in paragraph 10 of Section C of Annex 1 to MiFID to which article 83(3) and (4) of the Regulated Activities Order applies; or60 (f) an option to acquire or dispose of an option specified in (a), (b), (c), (d) or (e),60 but so that for the purposes of calculating capital requirements for BIPRU firms it also includes any of the items listed in the table in BIPRU 7.6.18R (Option PRR: methods for different types of option) and any cash settled option.60
overseas	outside the United Kingdom.
overseas company	a company incorporated outside the United Kingdom.
overseas investment exchange	an investment exchange which has neither its head office nor its registered office in the United Kingdom.
parent undertaking	as defined in section 116215 of the Companies Act 200615. 6 6 8 6 6 8
60	60
53	prospectus directive.53
60	60 52
percentage ratio	(in relation to a transaction) the figure, expressed as a percentage, that results from applying a calculation under a class test 22 to the transaction. 22
person	(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporate (that is, a natural person, a legal person and, for example, a partnership).
person discharging managerial responsibilities	as defined in article 3(1)(25) of the Market Abuse Regulation 45.
person exercising significant influence	in relation to a listed company, a person or entity which exercises significant influence over that listed company. 6
placing	a marketing of securities already in issue but not listed or not yet in issue, to specified persons or clients of the sponsor or any securities house assisting in the placing, which does not involve an offer to the public or to existing holders of the issuer's securities generally.

preference share	a share conferring preference as to income or return of capital which does not form part of the equity share capital of a company. 20
16premium listing	(a)	in relation to equity shares 20 (other those of a closed-ended investment fund 58 or of a sovereign controlled commercial company that is required to comply with the requirements in LR 2150), means a listing where the issuer is required to comply with those requirements in LR 6 (Additional requirements for premium listing (commercial company)) and the20 other requirements in the listing rules that are expressed to apply to such securities with a premium listing;
	(b)	in relation to equity shares 20 of a closed-ended investment fund, means a listing where the issuer is required to comply with the requirements in LR 15 (Closed-Ended Investment Funds: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing;
	(c)	[deleted]58 20 50
	(d)	in relation to equity shares of a sovereign controlled commercial company, means a listing where the issuer is required to comply with the requirements in LR 21 (Sovereign controlled commercial companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing; and50
	(e)	in relation to certificates representing shares of a sovereign controlled commercial company, means a listing where the issuer is required to comply with the requirements in LR 21 (Sovereign controlled commercial companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing.50
premium listing (commercial company)	a premium listing of equity shares 21 (other than those of a closed-ended investment fund 58or of a sovereign controlled commercial company that is required to comply with the requirements in LR 2150). 21
58premium listing (closed-ended investment fund)	a premium listing of equity shares of a closed-ended investment fund.
50 premium listing (sovereign controlled commercial company)	a premium listing of:
	(a)	equity shares (other than those of a closed-ended investment fund 58); or
	(b)	certificates representing shares,
	where the issuer of the equity shares or, in the case of certificates representing shares, the issuer of the equity shares which the certificates represent is a sovereign controlled commercial company and is required to comply with the requirements in LR 21 and other requirements in the listing rules that are expressed to apply to securities in this category.
	58 21 21 39
39primary information provider	a person approved by the FCA under section 89P of the Act.
probable reserves	(1)	in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which are not yet proven but which, on the available evidence and taking into account technical and economic factors, have a better than 50% chance of being produced; and
	(2)	in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured and/or indicated mineral resources, which are not yet proven but of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination and under specified economic conditions.
profit estimate	(as defined in the PR Regulation 53) a profit forecast for a financial period which has expired and for which results have not yet been published.
profit forecast	(as defined in the PR Regulation 53) a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word "profit" is not used.
43	43 33 33
property	freehold, heritable or leasehold property.
property company	a company primarily engaged in property 33 activities including: 33
	(1)	the holding of properties (directly or indirectly) for letting and retention as investments;
	(2)	the development of properties for letting and retention as investments;
	(3)	the purchase and development of properties for subsequent sale; or
	(4)	the purchase of land for development properties for retention as investments.5
property valuation report	a property valuation report prepared by an independent expert in accordance with:6 6
	(1)	for an issuer incorporated in the United Kingdom, the Channel Islands or the Isle of Man, the Appraisal and Valuation Standards (5th edition) issued by the Royal Institution of Chartered Surveyors; or6
	(2)	for an issuer incorporated in any other place, either the standards referred to in paragraph (1) of this definition or the International Valuation Standards (7th edition) issued by the International Valuation Standards Committee.6
prospectus	a prospectus required under the Prospectus Regulation. 54 52
53	53
54Prospectus Regulation	the UK version of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, which is part of UK law by virtue of the EUWA.
54Prospectus RTS Regulation	the UK version of Commission Delegated Regulation (EU) 2019/979, which is part of UK law by virtue of the EUWA.
52 Prospectus RTS Regulation 2	[deleted]54
prospectus rules	(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities.33 33
proven reserves	(1)	in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which, on the available evidence and taking into account technical and economic factors, have a better than 90% chance of being produced; and
	(2)	in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured mineral resources of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination, and under specified economic conditions.
53 PRR	the Prospectus Regulation Rules sourcebook.
53 PR Regulation	the UK version of54 Regulation number 2019/980 of the European Commission, which is part of UK law by virtue of the EUWA 54.
public international body	the African Development Bank60, the Asian Development Bank, the Asian Infrastructure Investment Bank,60 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 Bank60. 6 17 17
public sector issuer	states and their regional and local authorities, state monopolies, state finance organisations, public international bodies, statutory bodies and OECD state guaranteed issuers.
recognised scheme	a scheme recognised for the purpose of part XVII of the Act.52
	52	52
	(b)	[deleted]35 35
	52	52
registration document	a registration document referred to in article 6(3) of the Prospectus Regulation 53.
Regulated Activities Order	the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544).9
regulated market	a regulated market which is a UK RIE.52 [Note: article 2(1)(13A52) of MiFIR 52]33 33 33 47 9 47
regulatory information service or RIS	a primary information provider 52 39 39 41 41 41 41
related party	as defined in LR 11.1.4 R.
related party circular	a circular relating to a related party transaction.
related party transaction	as defined in LR 11.1.5 R.
retail securitised derivative	a securitised derivative which is not a specialist securitised derivative; in this definition, a "specialist securitised derivative" is a securitised derivative which, in accordance with the listing rules, is required to be admitted to listing with a clear statement on any disclosure document that the issue is intended for a purchase by only investors who are particularly knowledgeable in investment matters.
reverse takeover	a transaction classified as a reverse takeover under LR 5.6.28 28
RIE	recognised investment exchange.
rights issue	an offer to existing security holders to subscribe or purchase further securities in proportion to their holdings made by means of the issue of a renounceable letter (or other negotiable document) which may be traded (as “nil paid” rights) for a period before payment for the securities is due.
rule	(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FCA or the PRA 60 under the Act (including as applied by the Payment Services Regulations and the Electronic Money Regulations)60, including: (a) a Principle; and (b) an evidential provision.
53 33 33	53
scientific research based company
securities note	a securities note referred to in article 6(3) of the Prospectus Regulation 53.
securitised derivative	an option or contract for differences which, in either case, is listed under LR 19 (including such an option or contract for differences 33 which is also a debenture). 33
security	(in accordance with section 102A of the Act) anything which has been, or may be admitted to the official list.
settlement price	(in relation to securitised derivatives), the reference price or prices of the underlying instrument or instruments stipulated by the issuer for the purposes of calculating its obligations to the holder.
shadow director	as in sub-paragraph (b) of the definition of director in section 417(1) of the Act.
share	(in accordance with section 540(1)15 of the Companies Act 200615) a share in the share capital of a company, and includes: 6 6 8 15 6 6 8 15
	(a)	stock (except where a distinction between shares and stock is express or implied); 60
	(b)	preference shares; and60
	(c)	in chapters 4, 5, 6 and 7 of DTR a convertible share.60
49 shell company	as defined in LR 5.6.5AR.
specialist investor	an investor who is particularly knowledgeable in investment matters.
specialist securities	securities which, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.
specialist securitised derivative	a securitised derivative which because of its nature is normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.
specified investment	any of the following investments specified in Part III of the Regulated Activities Order (Specified Investments):
	(a)	deposit (article 74);
	(aa)	electronic money (article 74A);
	(b)	contract of insurance (article 75); for the purposes of the permission 60 regime, this is sub-divided into: (i) general insurance contract; (ii) long-term insurance contract;
		and then further sub-divided into classes of contract of insurance;
	(c)	share (article 76);
	(d)	debenture (article 77);19
	(da)	alternative debenture (article 77A);19
	(e)	government and public security (article 78);
	(f)	warrant (article 79);
	(g)	certificate representing certain securities (article 80);
	(h)	unit (article 81);
	(i)	stakeholder pension scheme (article 82);24
	24(ia)	personal pension scheme (article 82(2));60 52
	60(iab)	pension scheme which provides safeguarded benefits (article 82(3)) (but only in relation to advising on conversion or transfer of pension benefits));
	(j)	option (article 83); for the purposes of the permission regime, this is sub-divided into: (i) option (excluding a commodity option and an option on a commodity future); (ii) commodity option and an option on a commodity future;
	(k)	future (article 84); for the purposes of the permission regime, this is sub-divided into: (i) future (excluding a commodity future and a rolling spot forex contract); (ii) commodity future; (iii) rolling spot forex contract;
	(l)	contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into: (i) contract for differences (excluding a spread bet and a rolling spot forex contract); (ii) spread bet; (iii) rolling spot forex contract;
	(m)	underwriting capacity of a Lloyd's syndicate (article 86(1));
	(n)	membership of a Lloyd's syndicate (article 86(2));
	(o)	funeral plan contract (article 87);
	(oa)	regulated mortgage contract (article 61(3);
23	(ob)	home reversion plan (article 63B(3));
23	(oc)	home purchase plan (article 63F(3));
23	(od)	regulated sale and rent back agreement (article 63J(3));
56	(oe)	emissions auction product (article 82A);
	60(of)	credit agreement (article 88D) for the purposes of the permission regime with respect to the regulated activities of entering into a regulated credit agreement as lender and exercising, or having the right to exercise, the lender’s rights and duties under a regulated credit agreement, this is sub-divided into:
		(i)	a credit agreement (excluding high-cost short-term credit, a home credit loan agreement and a bill of sale loan agreement);
		(ii)	high-cost short-term credit;
		(iii)	a home credit loan agreement;
		(iv)	bill of sale loan agreement,
		and this has effect as if the reference to a credit agreement includes a reference to an article 36H agreement within the meaning of article 36H (4) of the Regulated Activities Order;
	60(og)	consumer hire agreement (article 88E);
	(p)	rights to or interests in investments (article 89).
59 specified weighted voting rights shares	has the meaning given to it in LR 9.2.22CR.
sponsor	(1)	except in LR 5.6.18AG, a person approved, under section 88 of the Act by the FCA, as a sponsor.57
	(2)	in LR 5.6.18AG, as defined in LR 5.6.18BR.57
38sponsor declaration	a declaration submitted by a sponsor to the FCA as required under LR 8.4.3 R (Application for listing), LR 8.4.9 R (Further application for listing), LR 8.4.13 R (Production of circular) or LR 8.4.14 R (Transfer between listing category).
12sponsor service	a service relating to a matter referred to in LR 8.2 that a sponsor provides or is requested or appointed to provide including32 preparatory work that a sponsor may undertake before a decision is taken as to whether or not it will act as sponsor for a listed 32 company or applicant 33 or in relation to a particular transaction, and including all the sponsor's communications with the FCA 33 in connection with the service32. But nothing in this definition is to be taken as requiring a sponsor when requested32 to agree to act as a sponsor for a company or in relation to a transaction. 32 32 33
standard listing	in relation to securities, means a listing that is not a premium listing.
58 standard listing (open-ended investment company)	a standard listing of equity shares of an open-ended investment company.
20 standard listing (shares)	a standard listing of shares other than preference shares that are specialist securities.
state finance organisation	a legal person other than a company:
	(1)	which is a national of a state52;
	(2)	which is set up by or pursuant to a special law;
	(3)	whose activities are governed by that law and consist solely of raising funds under state control through the issue of debt securities;
	(4)	which is financed by means of the resources they have raised and resources provided by the state52; and
	(5)	the debt securities issued by it are considered by the law of the relevant state52 as securities issued or guaranteed by that state.
state monopoly	a company or other legal person which is a national of a state52 and which:
	(1)	in carrying on its business benefits from a monopoly right granted by a state52; and
	(2)	is set up by or pursuant to a special law or whose borrowings are unconditionally and irrevocably guaranteed by a state or one of a state’s federated states.52
subsidiary undertaking	as defined in section 116215 of the Companies Act 200615. 6 6 8 15 6 6 8 15
substantial shareholder	as defined in LR 11.1.4A R.25 6 6 25
summary	(in relation to a prospectus) the summary60 included in the prospectus.
SUP	the Supervision manual.
supplementary listing particulars	(in accordance with section 81(1) of the Act), supplementary listing particulars containing details of the change or new matter.
supplementary prospectus	a supplementary prospectus containing details of a new factor, mistake or inaccuracy.
Takeover Code	the City Code on Takeovers and Mergers issued by the Takeover Panel.
target	the subject of a class 1 transaction or reverse takeover 28.
TCFD Annex	the document entitled “Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures” published in October 2021 61by the Task Force on Climate-related Financial Disclosures, available at: https://www.fsb-tcfd.org.55
61TCFD Guidance on Metrics, Targets and Transition Plans	the document entitled “Guidance on Metrics, Targets, and Transition Plans” published in October 2021 by the Task Force on Climate related Financial Disclosures, available at: https://www.fsb-tcfd.org.
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 Supplementon the Use of Scenario Analysis61	the technical supplement entitled “The Use of Scenario Analysis in Disclosure of Climate-related Risks and Opportunities” published in June 2017 by the Task Force on Climate-related Financial Disclosures, available at: https://www.fsb-tcfd.org..55
54TD Equivalence Decision	the UK version of Commission Decision (EC) No 2008/961 of 12 December 2008 on the use by third countries’ issuers of securities of certain third country’s national accounting standards and International Financial Reporting Standards to prepare their consolidated financial statements, which is part of UK law by virtue of the EUWA.
tender offer	an offer by a company to purchase all or some of a class of its listed equity securities at a maximum or fixed price (that may be established by means of a formula) that is: 20
	(1)	communicated to all holders of that class by means of a circular or advertisement in two national newspapers;
	(2)	open to all holders of that class on the same terms for at least 7 days; and
	(3)	open for acceptance by all holders of that class pro rata to their existing holdings.25
52third country	a territory or country which is not the United Kingdom.
25trading day	any day of normal trading in a share on a regulated market or MTF in the United Kingdom for this share.60 33 33
43 14	43
transferable security	(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFIR 52, other than money-market instruments for the purposes of MiFIR 52 which have a maturity of less than 12 months. 9 9
26transparency rules	in accordance with sections 73A(1) and 89A of the Act, rules relating to the notification and dissemination of information in respect of issuers of transferable securities and relating to major shareholdings.
treasury shares	shares which meet the conditions set out in paragraphs (a) and (b) of subsection 724(5) of the Companies Act 2006.15 6 6 8 6 6 8 15
trust deed	a trust deed or equivalent document securing or constituting debt securities.
UK	United Kingdom.
52UK-adopted international accounting standards	(in accordance with section 474(1) of the Companies Act 2006) international accounting standards which are adopted for use within the United Kingdom by virtue of Chapter 2 or 3 of Part 2 of the International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019.
52UK-adopted IFRS	UK-adopted international accounting standards.
18 UK Corporate Governance Code	the UK Corporate Governance Code published in July 201851 by the Financial Reporting Council, available at: https://www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code 48. 40 40 48 42 40
underlying instrument	(in relation to securitised derivatives) means either:
	(1)	if the securitised derivative is an option or debt security with the characteristics of an option, any of the underlying investments listed in article 83 of the Regulated Activities Order; or
	(2)	if the securitised derivative is a contract for differences or debt security with the characteristics of a contract for differences, any factor by reference to which a profit or loss under article 85 of the Regulated Activities Order can be calculated.
53 universal registration document	a universal registration document referred to in article 9 of the Prospectus Regulation.
unrecognised scheme	a collective investment scheme which is neither a recognised scheme nor a scheme that is constituted as an authorised unit trust scheme or an authorised contractual scheme.34
vendor consideration placing	a marketing, by or on behalf of vendors, of securities that have been allotted as consideration for an acquisition.
venture capital trust	a company which is, or which is seeking to become, approved as a venture capital trust under section 842AA of the Income and Corporation Taxes Act 1988.
warrant	the investment, specified in article 79 of the Regulated Activities Order (Instruments giving entitlements to investments), which is in summary: a warrant or other instrument entitling the holder to subscribe for a share, debenture, alternative debenture 19 or government and public security.
59 weighted voting rights shares	shares that carry more than one vote on one or more matters to be decided at a general meeting.
50 sovereign controlled commercial company	an issuer in which a State exercises or controls 30% or more of the votes able to be cast on all or substantially all matters at general meetings of that company.
50 sovereign controlling shareholder	(in relation to a company with or applying for a listing of equity shares or certificates representing shares in the category of premium listing (sovereign controlled commercial company)) a State which exercises or controls 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company.
50 State	means:
	(a)	the sovereign or other head of a State in their public capacity;
	(b)	the government of a State;
	(c)	a department of a State; or
	(d)	an agency or a special purpose vehicle of a State, including an agency or special purpose vehicle of (a), (b) or (c).

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