Related provisions for PERG 6.7.11

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LR 10.2.5GRP
For the purposes of LR 10.2.4R (1), the FCA considers the following indemnities not to be exceptional:(1) those customarily given in connection with sale and purchase agreements;(2) those customarily given to underwriters or placing agents in an underwriting or placing agreement;(3) those given to advisers against liabilities to third parties arising out of providing advisory services; and(4) any other indemnity that is specifically permitted to be given to a director or auditor
LR 10.2.6GRP
If the calculation under LR 10.2.4R (1) produces an anomalous result, the FCA may disregard the calculation and modify that rule to substitute other relevant indicators of the size of the indemnity or other arrangement given, for example 1% of market capitalisation.
LR 10.2.11GRP
The FCA may modify these rules to require the aggregation of transactions in circumstances other than those specified in LR 10.2.10 R.Note: If an issuer is proposing to enter into a transaction that could be a Class 1 transaction or reverse takeover it is required under LR 8 to obtain the guidance of a sponsor to assess the potential application of LR 10.
PERG 9.10.4GRP
The restrictions mentioned in PERG 9.10.3 G are subject to a number of exemptions. For example, the controls in sections 238 and 240 do not apply to financial promotions about certain kinds of collective investment scheme. These are:(1) open-ended investment companies formed in Great Britain and authorised by the FCA under the Open-ended Investment Companies Regulations 2001;(2) authorised unit trust schemes;6(2A) authorised contractual schemes; and6(3) collective investment schemes
PERG 9.10.6GRP
The FCA has also made rules under section 238(5) which allow authorised persons to communicate or approve a financial promotion for an open-ended investment company that is an unregulated collective investment scheme (that is, one that does not fall within PERG 9.10.4 G). The circumstances in which such a communication or approval is allowed are explained in COBS 4.12.4 R535
PERG 9.10.10GRP
7(1) A person carrying on the regulated activity of establishing, operating or winding up a collective investment scheme that is constituted as an open-ended investment company will need permission for those activities. In line with section 237(2) of the Act (Other definitions), the operator of a collective investment scheme that is an open-ended investment company is the company itself and therefore the starting point for an open-ended investment company that is incorporated
SUP 10C.1.2GRP
This chapter is also relevant to FCA-approved SMF managers of an SMCR firm5.
SUP 10C.1.5GRP
[deleted]8
SUP 10C.1.8GRP
(1) SUP 10A (FCA Approved Persons in Appointed Representatives) deals7 with the approved persons regime for appointed representatives of SMCR firms5. (2) In general this chapter does not apply to appointed representatives of SMCR firms5. SUP 10A applies instead.(3) In theory, a person employed by an appointed representative of an SMCR firm5 could come within one of the controlled functions in this chapter. If so, that person will be performing a senior management function and
COCON 4.1.1GRP
The following is a non-exhaustive list of examples of conduct that would be in breach of rule 1.(1) Misleading (or attempting to mislead) by act or omission:(a) a client; or(b) the firm for whom the person works (or its auditors); or(c) the FCA or;(d) the PRA.(2) Falsifying documents.(3) Misleading a client about:(a) the risks of an investment;(b) the charges or surrender penalties of products;(c) the likely performance of products by providing inappropriate projections of future
COCON 4.1.9GRP
For the purpose of rule 3 in COCON 2.1.3R, regulators other than the FCA and the PRA are those which have recognised jurisdiction in relation to activities to which COCON applies and have a power to call for information from the firm or from individuals performing certain functions in connection with those regulated activities. This may include an exchange or an overseas regulator.
COCON 4.1.11GRP
The following is a non-exhaustive list of examples of conduct that would be in breach of rule 3.(1) Failing to report promptly in accordance with their firm's internal procedures (or, if none exist, direct to the regulator concerned), information in response to questions from the FCA, the PRA, or both the PRA and the FCA.(2) Failing without good reason to: (a) inform a regulator of information of which the approved person was aware in response to questions from that regulator;
SUP 12.1.3GRP
The chapter also sets out the FCA'srules, and guidance on these rules, that apply to a firm before it appoints, when it appoints and when it has appointed an appointed representative. The main purpose of these rules is to place responsibility on a firm for seeking to ensure that: (1) its appointed representatives are fit and proper to deal with clients in its name; and (2) clients dealing with its appointed representatives are afforded the same level of protection as if they had
SUP 12.1.4GRP
The FCA’s website includes information about becoming and appointing an appointed representative. This information can be found at https://www.fca.org.uk/firms/appointed-representatives-principals5.
SUP 12.1.5GRP
2This chapter also sets out:5(1) guidance about section 39A of the Act, which is relevant to a MiFID investment firm6 that is considering appointing an FCA registered tied agent; and5(2) the FCA’s rules, and guidance on those rules, in relation to the appointment of:5(a) an FCA registered tied agent by a MiFID investment firm6;5(b) a MiFID optional exemption appointed representative; and5(c) a structured deposit appointed representative.5
MAR 5.10.1RRP
1A firm may apply to the FCA to have an MTF registered as an SME growth market. [Note: article 33(1) of MiFID]
MAR 5.10.4GRP
(1) The FCA expects an application for registration as an SME growth market to be accompanied by:(a) a copy of the rules, systems and procedures supporting the applicant’s compliance with the requirements specified in MAR 5.10.2R; and(b) such other information as the FCA may reasonably require to determine the application in accordance with MAR 5.10.2R and MAR 5.10.3R.(2) A firm intending to apply for registration as an SME growth market may wish to contact the Infrastructure
MAR 5.10.7RRP
An MTF registered as an SME growth market may be deregistered by the FCA in the following cases:(1) the firm operating the market applies for its deregistration; or(2) the requirements in MAR 5.10.2R are (subject to MAR 5.10.3G(1)) no longer complied with.[Note: article 33(5) of MiFID and article 79 of the MiFID Org Regulation]
LR 7.2.1RRP

The Listing Principles are as follows:

Listing3 Principle 1

A listed company must take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations.3

3

Listing3 Principle 2

A listed company must deal with the FCA in an open and co-operative manner.3

3

Principle 3

[deleted]3

3

Principle 4

[deleted]3

3

Principle 5

[deleted]3

3

Principle 6

[deleted]3

3
LR 7.2.2GRP
Listing Principle 13 is intended to ensure that listed companies have adequate procedures, systems and controls to enable them to comply with their obligations under the listing rules, disclosure requirements4, transparency rules and corporate governance rules.3 In particular, the FCA considers that listed companies should place particular emphasis on ensuring that they have adequate procedures, systems and controls in relation to, where applicable:333(1) identifying whether any
LR 7.2.4GRP
3In assessing whether the voting rights attaching to different classes of premium listedsecurities5 are proportionate for the purposes of Premium Listing Principle 4, the FCA will have regard to the following non-exhaustive list of factors:5(1) the extent to which the rights of the classes differ other than their voting rights, for example with regard to dividend rights or entitlement to any surplus capital on winding up;(2) the extent of dispersion and relative liquidity of the
COLL 6.5.2AGRP
4COLL 6.6A and COLL 6.6B set out additional FCArules and guidance applicable to the authorised fund manager and depositary of a UCITS scheme in relation to the appointment and duties of the depositary.
COLL 6.5.3RRP
(1) The directors (or director) of an ICVC must take all practicable steps to ensure the ICVC has at all times as its ACD a person who is qualified to act as ACD.(2) If the ICVC ceases to have any director, the depositary must exercise its powers, under the OEIC Regulations, to appoint a person to be an ACD of the ICVC.(3) For an ICVC that holds annual general meetings under the OEIC Regulations, the1 appointment of an ACD (other than the first ACD), under (1) or (2), must terminate
COLL 6.5.10RRP
(1) The depositary of an authorised fund may not retire voluntarily except upon the appointment of a new depositary.(2) The depositary of an authorised fund must not retire voluntarily unless, before its retirement, it has ensured that the new depositary has been informed of any circumstance of which the retiring depositary has informed the FCA.(3) When the depositary of an authorised fund wishes to retire or ceases to be an authorised person, the authorised fundmanager may, subject
MAR 5.3A.3RRP
A firm must:(1) have written agreements with all investment firms pursuing a market making strategy on trading venues operated by it (market making agreements);(2) have schemes, appropriate to the nature and scale of a trading venue, to ensure that a sufficient number of investment firms enter into market making agreements which require them to post firm quotes at competitive prices with the result of providing liquidity to the market on a regular and predictable basis;(3) monitor
MAR 5.3A.7RRP
The firm must report the parameters mentioned in MAR 5.3A.6R to the FCA in writing, by electronic mail to an address for the usual supervisory contact of the firm at the FCA, and obtain an electronic confirmation of receipt.[Note: article 48(5) of MiFID]
MAR 5.3A.8RRP
A firm must have systems and procedures to notify the FCA if:(1) an MTF operated by the firm is material in terms of the liquidity of trading of a financial instrument3; and(2) trading is halted in that instrument.[Note: article 48(5) of MiFID]
SUP 10C.8.1RRP
2A person performs the other local responsibility function in relation to a branch maintained in the United Kingdom by an overseas SMCR firm4 if that person: (1) is performing:(a) a function allocated to that person under SYSC 26.3.1R (Main rules)4 in relation to the firm; or (b) FCA-prescribed senior management responsibility (z)4 in the table in SYSC 24.2.6R4 (functions in relation to CASS) allocated to that person under SYSC 24.2 (Allocation of FCA-prescribed senior management
SUP 10C.8.3GRP

Table: Examples of how the other local responsibility function applies

Example

Comments

(1) ‘A’ is allocated local responsibility for one of a branch’s main business lines. A is also appointed to perform a PRA-designated senior management function for the same branch. The firm is a PRA-authorised person5.

A only needs approval to perform the PRA-designated senior management function.

(2) ‘A’ is outside the branch’s management structure and A’s responsibilities for the branch are limited to setting overall strategy for the branch. A does not have responsibility for implementing that strategy.

A is not performing the other local responsibility function. The reason for this is explained in SYSC 26.8.3G4. SUP 10C.8.1R(2) is irrelevant to this example.

4

(3) A small branch undertakes two business lines (wholesale lending and corporate investments). ‘A’ is head of wholesale lending and is also an executive director of the branch. ‘B’ is head of corporate investments and does not sit on the branch management committee but reports to it on corporate investments. The branch allocates local responsibility for these functions to A and B. Neither A nor B performs any other FCA-designated senior management function or (if the firm is a PRA-authorised person)5PRA-designated senior management function.

4

A only needs approval to perform the executive director function4. B needs approval to perform the other local responsibility function.

3

(4) A branch does not have a Head of Internal Audit. ‘P’ is allocated local responsibility for internal audit in relation to that branch.

P needs approval to perform the other local responsibility function. However, if P has already been approved to perform another FCA-designated senior management function or (if the firm is a PRA-authorised person)5PRA-designated senior management function for that firm4, then P will not be performing the other local responsibility function.

(5) ‘A’ is appointed to perform the executive director function4. The same branch also allocates local responsibility for some branch functions to A.

3

A only needs approval to perform the executive director function4.

3

(6) ‘A’ is approved to perform the other local responsibility function. Later, A is appointed to perform the executive director function4 for the same firm.

3

A requires approval for the other local responsibility function when A is first appointed. When A is later approved to perform the executive director function4, A stops performing the other local responsibility function. The firm should use Form E to apply for approval for A to perform the executive director function and to notify the FCA that A is no longer performing the other local responsibility function.4

33

(7) ‘A’ is appointed to perform:

(a) the compliance oversight function for one firm (Firm X) in a group (which may or may not be an SMCR firm to which the other local responsibility function applies4); and

(b) a function coming within the scope of the other local responsibility function for the United Kingdombranch of4 another firm (which is an overseas SMCR firm to which the other local responsibility function applies4) in the same group (Firm Y).

A needs approval to perform the compliance oversight function for Firm X and the other local responsibility function for Firm Y.

(8) ‘A’ is appointed to take on some functions that come within the other local responsibility function. Later, A is appointed as chief risk officer. A is a type of firm for which being chief risk officer is a PRA designated senior management function or an FCA-designated senior management function5.

4

On A’s first appointment, A will need to be approved to perform the other local responsibility function.

On being approved as chief risk officer, A stops performing the other local responsibility function4.

(9) ‘A’ is appointed as an executive director. A then resigns and takes up a job with the same firm coming within the other local responsibility function4.

On A’s first appointment, A will need to be approved to perform the executive director function4. A will need to get approval to perform the other local responsibility function before A takes up their new responsibilities4.

3

Note: Local responsibility is explained in SYSC 26 (Senior managers and certification regime: Overall and local responsibility).4
SUP 10C.8.5GRP
[deleted] [Editor’s note: The text of this provision has been moved to SUP 10C.8A.3G]4
LR 9.5.2GRP
The FCA may modify LR 9.5.1R (1) to allow the placing to relate to less than 25% if it is satisfied that requiring at least 25% would be detrimental to the success of the issue.
LR 9.5.3GRP
In a rights issue, the FCA may list the equity securities6 at the same time as they 6are admitted to trading in nil paid form. On the equity securities6 being paid up and the allotment becoming unconditional, the listing will continue without any need for a further application to list fully paid securities.
LR 9.5.10AGRP
8On each occasion that the listed company plans to use an on-screen intra-day price it should discuss the source of the price in advance with the FCA. The FCA may be satisfied that there is sufficient justification for its use if the alternative market has an appropriate level of liquidity and the source is one that is widely accepted by the market.
TC 2.1.10AGRP
16TC Appendix 5G sets out:(1) the criteria which the FCA may take into account when assessing a qualification provider; and(2) the information the FCA will expect the qualification provider to provide if it asks the FCA to add a qualification to the list of appropriate qualifications in TC Appendix 4E.
TC 2.1.30GRP
The Glossary definition of accredited body contains a list of bodies recognised by the FCA for the purpose of providing the independent verification required under TC 2.1.27 R. Information on accredited bodies, including guidance on the process for including a body in the list is set out inTC Appendix 6G and the obligation to pay the application fee is set out in FEES 3.2.1717
TC 2.1.31RRP
17A firm must notify the FCA as soon as reasonably practicable after it becomes aware, or has information which reasonably suggests, that any of the following events has occurred or may have occurred in relation to any of its retail investment advisers, and the event is significant:(1) a retail investment adviser, who has been assessed as competent for the purposes of TC 2.1.1 R, is no longer considered competent for those purposes; (2) a retail investment adviser has failed to
TC 2.1.33GRP
17The Retail Investment Adviser Competence Notification Form approved by the FCA for notifications under TC 2.1.31 R may be found at the FCA's website www.fca.org.uk/firms/regulatory-reporting/adviser-reporting-requirements23.
SUP 6.1.3AGRP
(1) 7In SUP 6 the "relevant regulator" is the regulator to which a firm with a Part 4A permission has made or can make (in accordance with SUP 6) an application to vary or cancel its Part 4A permission or to have imposed on it a new requirement or to vary or cancel any existing requirement (see SUP 6.2.3A G to SUP 6.2.3E G).(2) Where the PRA can only determine an application with the consent of the FCA, the FCA may request further information as if it were the relevant regulator.(3)
SUP 6.1.5GRP
This chapter also outlines the relevant regulator's powers to withdraw authorisation from a firm whose Part 4A permission7 has been cancelled at the firm's request.727
SUP 6.1.6GRP
7This chapter does not cover the FCA's use of its own-initiative variation power or, in respect of FCA-authorised persons, its additional own-initiative variation power6 to vary or cancel a firm'sPart 4A permission or its own-initiative requirement power to impose, vary or cancel a requirement (see SUP 7 (Individual requirements) and EG 8 (Variation and cancellation of permission and imposition of requirements6 on the FCA's own initiative and intervention against incoming fir
COBS 12.2.11GRP
[deleted]2
COBS 12.2.12GRP
[deleted]2
COBS 12.2.13GRP
[deleted]2
FIT 2.1.1GRP
In determining a person's honesty, integrity and reputation, the FCA5 will have regard to all relevant 3matters including, but not limited to, those set out in FIT 2.1.3 G which may have arisen either in the United Kingdom or elsewhere. The FCA5 should be informed of these matters (see SUP 10A.14.17 R and SUP 10C.14.18R5), but will consider the circumstances only where relevant to the requirements and standards of the regulatory system. For example, under FIT 2.1.3 G(1), conviction
FIT 2.1.2GRP
In considering the matters in FIT 2.1.1 G, the FCA5 will look at whether the person's reputation might have an adverse impact upon the firm for which the controlled function is or is to be performed and at the person's responsibilities.5
FIT 2.1.3GRP
The matters referred to in FIT 2.1.1 G to which the FCA5 will have regard, and to which a firm7 should also have regard, 5include, but are not limited to:556(1) whether the person has been convicted of any criminal offence; this must include, where provided for by the Rehabilitation Exceptions Orders4to2 the Rehabilitation of Offenders Act 1974 or the Rehabilitation of Offenders (Northern Ireland) Order 1978 (as applicable)4, any spent convictions2; particular consideration will
FEES 2.2.2GRP
The FCA, (for FCA and PRA periodic fees, FOS and FSCS levies, 21SFGB levies, TPR SFGB levies and a TPR DA levy19), expects to issue invoices at least 30 days before the date on which the relevant amounts fall due. Accordingly it will generally be the case that a person will have at least 30 days from the issue of the invoice before an administrative fee becomes payable.2222221820672311117232
FEES 2.2.3GRP
(1) Paragraph15 23(8) of Schedule 1ZA of the Act permits the FCA to recover fees (including fees relating to payment services, the issuance of electronic money, 17CBTL firms, data reporting services providers,17designated credit reference agencies, designated finance platforms16 and, where relevant, FOS levies, 21SFGB levies, TPR SFGB levies and a TPR DA levy19).141820(2) Section 213(6) of the Act permits the FSCS to recover shares of the FSCS levy payable, as a debt owed to the
FEES 2.2.4GRP
In addition, the FCA may be entitled to take regulatory action in relation to the non-payment of fees, FOS levies, 21SFGB levies, TPR SFGB levies and a TPR DA levy19. The FCA may also take regulatory action in relation to the non-payment of a share of the FSCS levy, after reference of the matter to the FCA by the FSCS. What action (if any) that is taken by the FCA will be decided upon in the light of the particular circumstances of the case.1366618201367237236136723672313
LR 1.4.1RRP
(1) If it appears to the FCA that there is, or there may be, a breach of the listing rules or the disclosure requirements6 and transparency rules4 by an issuer with a premium listing4, the FCA may in writing require the issuer to appoint a sponsor to advise the issuer on the application of the listing rules, the disclosure requirements6 and the transparency rules4.4(2) If required to do so under (1), an issuer must, as soon as practicable, appoint a sponsor to advise it on the
LR 1.4.3RRP
A listed overseas company must, if required to do so by the FCA, provide the FCA with a letter from an independent legal adviser explaining why compliance with a requirement referred to in LR 1.4.2 R is contrary to the law in its country of incorporation.
LR 1.4.6RRP
A document that is required under a listing rule to be filed, notified to a RIS, provided to the FCA or sent to security holders must be in English.
MAR 5A.5.3RRP
A firm must:(1) have written agreements with all investment firms pursuing a market making strategy on trading venues operated by it (market making agreements);(2) have schemes, appropriate to the nature and scale of a trading venue, to ensure that a sufficient number of investment firms enter into market making agreements which require them to post firm quotes at competitive prices with the result of providing liquidity to the market on a regular and predictable basis; (3) monitor
MAR 5A.5.7RRP
The firm must report the parameters mentioned in MAR 5A.5.6R to the FCA in writing, by electronic mail to an address for the usual supervisory contact of the firm at the FCA, and obtain an electronic confirmation of receipt.[Note: article 48(5) of MiFID]
MAR 5A.5.8RRP
A firm must have systems and procedures to notify the FCA if:(1) an OTF operated by it is material in terms of the liquidity of the trading of a financial instrument3; and(2) trading is halted in that instrument.[Note: article 48(5) of MiFID]
LR 18.2.6GRP
The FCA may modify LR 18.2.5 R to allow partly paid securities if it is satisfied that their transferability is not restricted and investors have been provided with appropriate information to enable dealings in the securities to take place on an open and proper basis. [Note: Articles 46 and 54 CARD]
LR 18.2.7GRP
The FCA may, in exceptional circumstances, modify or dispense with LR 18.2.5 R where the issuer has the power to disapprove the transfer of securities if the FCA is satisfied that this power would not disturb the market in those securities.
LR 18.2.9GRP
[deleted]761
CONC 7.18.3RRP
(1) The firm must, when the firm next sends a statement to the borrower, give or send the borrower a notice including the information set out in CONC 7.18.5 R.(2) A firm must accompany the notice required by (1) with a copy of the current arrears information sheet under section 86A of the CCA with the following modifications:(-a) for the heading “Arrears” substitute “Arrears – peer-to-peer lending”;1(a) for the bullet point headed “Work out how much money you owe” substitute:“Work
CONC 7.18.5RRP
The notice referred to in CONC 7.18.3 R must contain the following information:(1) a form of wording to the effect that it is given in compliance with the rules because the borrower is behind with his payments under the agreement;(2) a form of wording encouraging the borrower to discuss the state of his account with the firm;(3) the date of the notice;(4) a description of the agreement sufficient to identify it;(5) (a) the name, telephone number, postal address and, where appropriate,
CONC 7.18.7RRP
(1) Subject to (2), where the total amount which the borrower has failed to pay in relation to the last two payments due under the agreement prior to the date on which the firm came under a duty to give the borrower a notice under CONC 7.18.3 R is not more than £2, the notice:(a) need not include any of the information or statements referred to in CONC 7.18.4 R;(b) but, in that event, shall contain a statement in the following form:"You have failed to make two minimum paymentsFailing