Related provisions for SUP 15.6.4

61 - 71 of 71 items.

CREDS 10.1.3G01/01/2021

Module	Relevance to Credit Unions
The Principles for Businesses (PRIN)	The Principles for Businesses (PRIN) set out 3high-level requirements 3imposed by the FCA 3. They provide a general statement of regulatory requirements. The Principles apply to all12 credit unions. In applying the Principles to credit unions, the FCA 3 will be mindful of proportionality. In practice, the implications are likely to vary according to the size and complexity 3of the credit union. 12 12 12 12 12
Senior Management Arrangements, Systems and Controls (SYSC)	SYSC 1,3SYSC 4 to 10 and SYSC 213 apply to all credit unions in respect of the carrying on of their regulated activities and unregulated activities in a prudential context. SYSC 23 (Senior managers and certification regime: Introduction and classification), SYSC 24 (Senior managers and certification regime: Allocation of prescribed responsibilities), SYSC 25 (Senior managers and certification regime: Management responsibilities maps and handover procedures and material), SYSC 26 (Senior managers and certification regime: Overall and local responsibility), SYSC 27 (Senior managers and certification regime: Certification regime)7 and SYSC 18 apply to all credit unions in respect of both their regulated activities and their unregulated activities. 3 3
3Code of Conduct (COCON)	This contains rules and guidance that are directly applicable to a credit union’s SMF managers, certification employees and (from 2017) other conduct rules staff. There is also guidance for credit unions on giving their staff training about COCON.
Threshold Conditions (COND)	In order to become authorised under the Act all firms must meet the threshold conditions. The threshold conditions must be met on a continuing basis by credit unions. Failure to meet one of the conditions is sufficient grounds for the exercise by the FCA 3 of its powers. 12 12 12
3	3 12 3 12
The Fit and Proper test for Employees and Senior Personnel7 (FIT)	The purpose of FIT is to set out and describe the criteria that a firm should3 consider when assessing the fitness and propriety of a person (1)3 in respect of whom an application is being made for approval to undertake a controlled function under the senior managers7 regime, (2)3 who has already been approved, (3) who is a certification employee or (4) whom a firm is considering appointing to be a certification employee 3. It also sets out and describes criteria that the FCA will consider when assessing the fitness and propriety of a candidate for a controlled function position and that it may consider when assessing the continuing fitness and propriety of approved persons.3 12 3 12
General Provisions (GEN)	GEN contains rules and guidance on general matters, including interpreting the Handbook, statutory status disclosure, the FCA's 3 logo and insurance against financial penalties. 12
Fees manual (FEES)	This manual sets out the fees applying to credit unions.
3Prudential sourcebook for Mortgage and Home Finance Firms, and Insurance Intermediaries (MIPRU)	MIPRU applies to any credit union carrying out insurance distribution activity 5 or home finance mediation activity, or using these services. In particular, it sets out requirements for allocation of responsibility for the credit union’s insurance distribution activity 5 (MIPRU 2), for the use of home finance intermediaries (MIPRU 5) and for professional indemnity insurance (MIPRU 3).
Conduct of Business sourcebook (COBS)	A credit union which acts as a CTF provider or provides a cash-deposit ISA will need to be aware of the relevant requirements in COBS. COBS 4.6 (Past, simulated past and future performance), COBS 4.7.1 R (Direct offer financial promotions), COBS 4.10 (Systems and controls and approving and communicating financial promotions), COBS 13 (Preparing product information) and COBS 14 (Providing product information to clients) apply with respect to accepting deposits as set out in those provisions, COBS 4.1 and BCOBS. A credit union that communicates with clients, including in a financial promotion, in relation to the promotion of deferred shares and credit union subordinated debt will need to be aware of the requirements of COBS 4.2 (Fair, clear and not misleading communications) and COBS 4.5 (Communicating with retail clients).4
3Insurance: Conduct of Business sourcebook (ICOBS)	ICOBS applies to any credit union carrying on non-investment insurance distribution5 activities, such as arranging or advising on general insurance contracts to be taken out by members. But ICOBS does not apply to a credit union taking out an insurance policy 5 for itself, such as a policy 5 against default by members on their loans where the credit union is the beneficiary of the policy 5, since in this circumstance the credit union would not be acting as an insurance intermediary, but would itself be the customer. Credit unions are reminded that they are subject to the requirements of the appropriate legislation, including the Credit Unions Act 1979, relating to activities a credit union may carry on.
3Mortgages and Home Finance: Conduct of Business sourcebook (MCOB)	MCOB applies to any credit union that engages in any home finance activity. MCOB rules cover advising and selling standards, responsible lending (including affordability assessment), charges, and the fair treatment of customers in payment difficulties.
Banking: Conduct of Business sourcebook (BCOBS)	BCOBS sets out rules and guidance for credit unions on how they should conduct their business with their customers. In particular there are rules and guidance relating to communications with banking customers 3and financial promotions (BCOBS 2), distance communications (BCOBS 3), information to be communicated to banking customers 3(BCOBS 4), post sale requirements (BCOBS 5), and cancellation (BCOBS 6). 3The rules in BCOBS 3.1 that relate to distance contracts may apply 3to a credit union. This is because BCOBS 3 contains requirements which implemented9 the Distance Marketing Directive 3 9where there is "an organised distance sales or service-provision scheme run by the supplier" (Article 2(a)) of the Distance Marketing Directive)9, i.e. if the credit union routinely sells any of its services by post, telephone, fax or the internet3.
Supervision manual (SUP)	The following provisions of SUP are relevant to credit unions: 13SUP 1A13 (The FCA’s 3 approach to supervision), SUP 2 (Information gathering by the FCA or PRA 3 on its own initiative), SUP 3.1 to SUP 3.8 (Auditors), SUP 5 (Skilled persons), SUP 6 (Applications to vary or cancel Part 4A12permission), SUP 7 (Individual requirements), SUP 8 (Waiver and modification of rules), SUP 9 (Individual guidance), 13SUP 10C (FCA senior managers7 regime for approved persons in SMCR firms7), SUP 11 (Controllers and Close links), SUP 15 (Notifications to the FCA or PRA 3) and SUP 16 (Reporting Requirements). Credit unions are reminded that they are subject to the requirements of the Act and SUP 11 on close links, and are bound to notify the FCA 3 of changes. It may be unlikely, in practice, that credit unions will develop such relationships. It is possible, however, that a person may acquire close links with a 3 credit union 3 within the meaning of the Act by reason of holding the prescribed proportion of deferred shares in the credit union. In relation to SUP 16, credit unions are exempted from the requirement to submit annual reports of 3 close links. 12 12 12 12 12 13 3 12 12 12 12
3Consumer Credit sourcebook (CONC)	CONC contains rules that apply to firms carrying on credit-related regulated activities. PERG 2.7.19IG provides guidance on relevant exemptions. Most credit union lending is therefore outside the scope of CONC. However, subject to the constraints in the Credit Unions Act 1979 or the Credit Unions (Northern Ireland) Order 1985 (as relevant), credit unions may undertake credit-related regulated activities to which CONC does apply if the activity is carried out by way of business. This could include lending under a borrower-lender-supplier agreement, or debt adjusting or debt counselling where the credit union is not the lender. A credit union carrying on such activities should consider whether it requires permission to do so. Further information can be found on the FCA’s website.
Decision, Procedure and Penalties manual (DEPP)	DEPP is relevant to credit unions because it sets out: (1) the FCA's 12 decision-making procedure for giving statutory notices. These are warning notices, decision notices and supervisory notices (DEPP 1.2 to DEPP 5); and (2) the FCA's 12 policy with respect to the imposition and amount of penalties under the Act (see DEPP 6). 12 12
Dispute Resolution: Complaints (DISP)	DISP sets out rules and guidance in relation to treating complainants fairly and the Financial Ombudsman Service.
Compensation (COMP)	COMP sets out rules relating to the scheme for compensating consumers when authorised firms are unable, or likely to be unable, to satisfy claims against them.12
6General guidance on Benchmark Administration, Contribution and Use (BENCH)	BENCH provides guidance about which parts of the Handbook are relevant to a firm when carrying out benchmark activities and when using a benchmark. It also provides guidance about the benchmarks regulation.
The Enforcement Guide (EG)	The Enforcement Guide (EG) describes the FCA's 12 approach to exercising the main enforcement powers given to it by the Act and by other legislation.2 12
Financial Crime Guide: A firm’s guide to countering financial crime risks (FCG) and Financial Crime Thematic Reviews (FCTR)8	FCG and FCTR provide8 guidance on steps that a firm can take to reduce the risk that it might be used to further financial crime.

TC App 6.1.1G25/06/2021

1Introduction
1.	An accredited body is a body appearing in the list of such bodies in the Glossary.1 1
2.	Information on accredited bodies, including guidance on the process for including an applicant body in the list, is set out below and the obligation to pay the application fee is set out in FEES 3.2.
3.	[deleted]1 1
Process for including a body in the list of accredited bodies
4.	In considering the compatibility of a proposed addition with the statutory objectives, the FCA will determine whether the applicant will, if accredited, contribute to securing an appropriate degree of protection for consumers having regard in particular to:
	(1)	the matters set out in paragraphs 10 to 20; and
	(2)	the rules and practices of the applicant.
5.	An application to the FCA to be added to the list of accredited bodies should set out how the applicant will satisfy the criteria in paragraphs 10 to 20. The application should be accompanied by a report from a suitable auditor which sets out its independent assessment of the applicant's ability to meet these criteria. An application form is available from the FCA upon request.
6.	When considering an application for accredited body status the FCA may:
	(1)	carry out any enquiries and request any further information that it considers appropriate, including consulting other regulators;
	(2)	ask the applicant or its specified representative to answer questions and explain any matter the FCA considers relevant to the application;
	(3)	take into account any information which the FCA considers appropriate to the application; and
	(4)	request that any information provided by the applicant or its specified representative is verified in such a manner as the FCA may specify.
7.	The FCA will confirm its decision in writing to the applicant.
8.	The FCA will enter into an agreement with the applicant or accredited body which will require the accredited body to meet, among other obligations, the criteria and expectations set out in this Appendix or other parts of the Handbook, as amended from time to time.5 Approval as an accredited body becomes effective only when the name of the applicant is added to the Glossary definition of accredited body.
9.	Paragraphs 10 to 20 set out the criteria which an applicant should meet to become an accredited body and which an accredited body should meet at all times.
Acting in the public interest and furthering the development of the profession
10.	The FCA will expect an accredited body to act in the public interest, to contribute to raising consumer confidence and professional standards in the retail investment advice market and to promoting the profession.
Carrying out effective verification services
11.	If independent verification of a retail investment adviser's professional standards has been carried out by an accredited body, the FCA will expect the accredited body to provide the retail investment adviser with evidence of that verification in a durable medium and in a form agreed by the FCA. This is referred to in this Appendix and TC 2.15 as a ‘statement of professional standing’.
12.	The FCA will expect an accredited body to have in place effective procedures for carrying out its verification activities. These should include:
	(1)	verifying that each retail investment adviser who is a member of or subscriber to the accredited body's verification service has made an annual declaration in writing that the retail investment adviser has, in the preceding 12 months, complied with APER or4 COCON 2(as applicable)4 and completed the continuing professional development required under TC 2.1.15 R;1
	(2)	verifying annually the continuing professional development records of no less than 10% of the retail investment advisers who have used its service in the previous 12 months to ensure that the records are accurate and the continuing professional development completed by the retail investment advisers is appropriate; and
	(3)	verifying that, if required by TC, the retail investment advisers who use its services have attained an appropriate qualification. This should include, where relevant, checking that appropriate qualification gap-fill records have been completed by the retail investment advisers.
13.	The FCA will not expect an accredited body to carry out the verification in paragraph 12(3) if a retail investment adviser provides the accredited body with evidence in a durable medium which demonstrates that another accredited body has previously verified the retail investment adviser's appropriate qualification, including, where relevant, appropriate qualification gap-fill.
14.	The FCA will expect an accredited body to make it a contractual condition of membership (where a retail investment adviser is a member of the accredited body) or of using its verification service (where a retail investment adviser is not a member of the accredited body) that, as a minimum, the accredited body will not continue to verify a retail investment adviser's standards and will3 withdraw its statement of professional standing if5: (1) it is provided with false information in relation to a retail investment adviser’s qualifications or continuing professional development;5 (2) it is provided with a false declaration in relation to a retail investment adviser’s compliance with APER or COCON (as applicable); or5 (3) the retail investment adviser becomes subject to a prohibition order.5 In this regard, an accredited body must have in place appropriate decision-making procedures with a suitable degree of independence and transparency. 2 2 2 3 2 3 4 3 3 4
Having appropriate systems and controls in place and providing evidence to the FCA of continuing effectiveness
15.	The FCA will expect an accredited body to ensure that it has adequate resources and systems and controls in place in relation to its role as an accredited body.
16.	The FCA will expect an accredited body to have effective procedures in place for the management of conflicts of interest and have a well-balanced governance structure that engages a broad set of qualities and competences,5 with at least one member who is independent of the sector.
17.	The FCA will expect an accredited body to have a code of ethics and to ensure that its code of ethics and verification service terms and conditions do not contain any provisions that conflict with APER or COCON (as applicable)4. 2
Ongoing cooperation with the FCA
18.	The FCA will expect an accredited body to provide the FCA with such documents and information as the FCA reasonably requires, and to cooperate with the FCA in an open and transparent manner.
19.	The FCA will expect an accredited body to share information as soon as reasonably practicable with the FCA (subject to any legal constraints, including those in data protection legislation)5 in relation to the professional standards of the retail investment advisers who use its service as appropriate. Examples might include conduct issues, complaints, dishonestly obtaining or falsifying qualifications or continuing professional development, a failure to complete appropriate continuing professional development, or the accredited body’s decision to withdraw or not renew a retail financial adviser’s statement of professional standing. 5The FCA will expect an accredited body to notify the firm if issues such as these arise.
20.	The FCA will expect an accredited body to submit to the FCA, every 2 years, a5 report by a suitable independent auditor which sets out that auditor’s assessment of the quality of the body’s satisfaction of the criteria in paragraphs 10 to 19 in the preceding 245 months and whether, in the auditor’s view, the body is capable of satisfying the criteria in the subsequent 245 months. The FCA will expect this report to be submitted to the FCA every 2 years, within 35 months of the anniversary of the date on which the accredited body was added to the Glossary definition of accredited body.
Withdrawal of accreditation
21.	If an accredited body fails or, in the FCA's view, is likely to fail to satisfy the criteria, the FCA will discuss this with the accredited body concerned. If, following a period of discussion, the accredited body has failed to take appropriate corrective action to ensure that it satisfies and will continue to satisfy the criteria, the FCA will withdraw the accredited body’s accreditation. Withdrawal of an accredited body’s accreditation will be reflected in the Handbook by amending the list published under the Glossary definition of accredited body 5. The FCA FCA will expect the body to notify each retail investment adviser holding a current statement of professional standing of the FCA's decision. A statement of professional standing issued by the accredited body before the withdrawal of accreditation will continue to be valid until its expiration.

COLL 6.3.6G30/09/2020

Table: This table belongs to COLL 6.3.2 G (2) (a) and COLL 6.3.3 R (Valuation)1.

Valuation and pricing
1	The valuation of scheme property
	(1)	Where possible, investments should be valued using a reputable source. The reliability of the source of prices should be kept under regular review.
	(2)	For some or all of the investments comprising the scheme property, different prices may quoted according to whether they are being bought (offer prices) or sold (bid prices). The valuation of a single-priced authorised fund should reflect the mid-market value of such investments. In the case of a dual-priced authorised fund, the issue basis of the valuation will be carried out by reference to the offer prices of investments and the cancellation basis by reference to the bid prices of those same investments. The prospectus should explain how investments will be valued for which a single price is quoted for both buying and selling.1 1
	3(2A)	Schemes investing in approved money-market instruments 5should value such instruments on an amortised cost basis on condition that:5 the approved money-market instrument has a residual maturity of less than three months and has no specific sensitivity to market parameters, including credit risk; or5 the scheme is a qualifying money market fund.5 5 5
	[Note:CESR's UCITS eligible assets guidelines with respect to article 4(2) of the UCITS eligible assets Directive]
	(2B)	[deleted]12 7
	12 7
	(3)	Any part of the scheme property of an authorised fund that is not an investment should be valued at a fair value, but for immovables this is subject to COLL 5.6.20 R (3) (f) (Standing independent valuer and valuation).
	(4)	For the purposes of (2) and (3), any fiscal charges, commissions, professional fees or other charges that were paid, or would be payable on acquiring or disposing of the investment or other part of the scheme property should, in the case of a single-priced authorised fund,2 be excluded from the value of an investment or other part of the scheme property. In the case of a dual-priced authorised fund, any such payments should be added to the issue basis of the valuation, or subtracted from the cancellation basis of the valuation, as appropriate. Alternatively, the prospectus of a dual-priced authorised fund may prescribe any other method of calculating unit prices that ensures an equivalent treatment of the effect of these payments.2
	(5)	Where the authorised fund manager has reasonable grounds to believe that: no reliable price exists for a security 1 at a valuation point; or the most recent price available does not reflect the authorised fund manager's best estimate of the value of a security at the valuation point it should value an investment at a price which, in its opinion, reflects a fair and reasonable price for that investment (the fair value price);
	(6)	The circumstances which may give rise to a fair value price being used include: no recent trade in the security concerned; or the occurrence of a significant event since the most recent closure of the market where the price of the security is taken. In (b), a significant event is one that means the most recent price of a security or a basket of securities is materially different to the price that it is reasonably believed would exist at the valuation point had the relevant market been open.
	(7)	In determining whether to use such a fair value price , the authorised fund manager should include in his consideration: the type of authorised fund concerned; the securities involved; the basis and reliability of the alternative price1 used; and the authorised fund manager's policy on the valuation of scheme property as disclosed in the prospectus.
	4(7A)	Where the authorised fund manager, the depositary or the standing independent valuer have reasonable grounds to believe that the most recent valuation of an immovable does not reflect the current value of that immovable, then, unless COLL 6.3.6G(1)(7B) applies,14 the authorised fund manager should consult and agree with the standing independent valuer a fair and reasonable value for the immovable.
	14(7B)	Where the authorised fund manager decides that an immovable must be sold quickly to meet redemption requests as they fall due, it should consult and agree with the standing independent valuer a fair and reasonable price for the immovable to reflect a rapid sale, to extent that the prospectus states that it may do so.
	(8)	The authorised fund manager should document the basis of valuation (including any fair value pricing policy) and, where appropriate, the basis of any methodology and ensure that the procedures are applied consistently and fairly.
	(9)	Where a unit price is determined using properly applied fair value prices in accordance with policies in (8), subsequent information that indicates the price should have been different from that calculated will not normally give rise to an instance of incorrect pricing.
2	The pricing controls of the authorised fund manager
	(1)	An authorised fund manager needs to be able to demonstrate that it has effective controls over its calculations of unit prices.
	(2)	The controls referred to in (1) should ensure that: asset prices are accurate and up to date; investment 1transactions are accurately and promptly reflected in valuations; the components of the valuation (including stock, cash, and units in issue 1), are regularly reconciled to their source or prime records and any reconciling items resolved promptly and debtors reviewed for recoverability; the sources of prices not obtained from the main pricing source are recorded and regularly reviewed; compliance with the investment and borrowing powers is regularly reviewed; dividends are accounted for as soon as securities 1 are quoted ex-dividend (unless it is prudent to account for them on receipt): fixed interest dividends, interest and expenses are accrued at each valuation point 1; tax positions are regularly reviewed and adjusted, if necessary; reasonable tolerances are set for movements in the key elements of a valuation and movements outside these tolerances are investigated;5 the fund manager regularly reviews the portfolio valuation for accuracy5; and5 the valuation of OTC derivatives is accurate and up to date and in compliance with the methods agreed with the depositary.5
	(3)	In exercising its pricing controls, the authorised fund manager may exercise reasonable discretion in determining the appropriate frequency of the operation of the controls and may choose a longer interval, if appropriate, given the level of activity on the authorised fund 1or the materiality of any effect on the price.
	(4)	Evidence of the exercise of the pricing controls should be retained.
	(5)	Evidence of persistent or repetitive errors in relation to these matters, and in particular any evidence of a pattern of errors working in an authorised fund manager's favour, will make demonstrating effective controls more difficult.
	(6)	Where the pricing 1function is delegated to a third party, COLL 6.6.15 R (1) (Committees and delegation) will apply.
3	The depositary's review of the authorised fund manager's systems and controls
	(1)	This section provides details of the types of checks a depositary should carry out to be satisfied that the authorised fund manager adopts systems and controls which are appropriate to ensure that prices of units are calculated in accordance with this section and to ensure that the likelihood of incorrect prices will be minimised. These checks also apply where an authorised fund manager has delegated all or some of its pricing 1 functions to one or more third parties5. 5
	(2)	A depositary should thoroughly review an authorised fund manager's systems and controls to confirm that they are satisfactory. The depositary's review should include an analysis of the controls in place to determine the extent to which reliance can be placed on them.
	(3)	A review should be performed when the depositary is appointed and thereafter as it feels appropriate given its knowledge of the robustness and the stability of the systems and controls and their operation.
	(4)	A review should be carried out more frequently where a depositary knows or suspects that an authorised fund manager's systems and controls are weak or are otherwise unsatisfactory.
	(5)	Additionally, a depositary should from time to time review other aspects of the valuation of the scheme property of each authorised fund for which it is responsible, verifying, on a sample basis, if necessary, the assets, liabilities, accruals, units in issue 1, securities prices (and in particular the prices of OTC derivatives,5unapproved securities and the basis for the valuation of unquoted securities) and any other relevant matters, for example an accumulation factor or a currency conversion factor.
	(6)	A depositary should ensure that any issues, which are identified in any such review, are properly followed up and resolved.
4	The recording and reporting of instances of incorrect pricing
	(1)	An authorised fund manager should record each instance where the price of a unit is incorrect as soon as the error is discovered, and report the fact to the depositary together with details of the action taken, or to be taken, to avoid repetition as soon as practicable.
	(2)	In accordance with COLL 6.6.11 G (Duty to inform the FCA), the depositary should report any breach of the rules in COLL 6.3 immediately to the FCA. However, notification should relate to instances which the depositary considers material only.
	(3)	A depositary should also report to the FCA immediately any instance of incorrect pricing 1where the error is 0.5% or more of the price of a unit, where a depositary believes that reimbursement or payment is inappropriate and should not be paid by an authorised fund manager.
	(4)	In accordance with SUP 16.6.8 R, a depositary should also make a return to the FCA on a quarterly basis which summarises the number of instances of incorrect pricing 1 during a particular period.
5	The rectification of pricing breaches
	(1)	COLL 6.6.3R(3)(c)10(Functions of the authorised fund manager) places a duty on the authorised fund manager to take action to reimburse affected unitholders, former unitholders, and the scheme itself, for instances of incorrect pricing 1, except if it appears to the depositary that the breach is of minimal significance.
	(2)	A depositary may consider that the instance of incorrect pricing 1is of minimal significance if: the authorised fund manager and depositary meet the standards of control set out in Section 2 and Section 3 of this Table; and the error in pricing 1 of a unit is less than 0.5% of the correct price.
	(3)	In determining (2), if the instance of incorrect pricing 1 is due to one or more factors or exists over a period of time, each price should be considered separately.
	(4)	If a depositary deems it appropriate, it may, in spite of the circumstances outlined in (2), require a payment from the authorised fund manager or from the authorised fund to the unitholders, former unitholders, the authorised fund or the authorised fund manager (where appropriate).
	(5)	The depositary should satisfy itself that any payments required following an instance of incorrect pricing 1 are accurately and promptly calculated and paid.
	(6)	If a depositary considers that reimbursement or payment is inappropriate, it should report the matter to the FCA, together with its recommendation and justification. The depositary should take into account the need to avoid prejudice to the rights of unitholders, or the rights of unitholders in a class of units.
	(7)	It may not be practicable, or in some cases legally permissible, for the authorised fund manager to obtain reimbursement from unitholders, where the unitholders have benefited from the incorrect price.
	(8)	In all cases where reimbursement or payment is required, amounts due to be reimbursed to unitholders for individual sums which are reasonably considered by the authorised fund manager and depositary to be immaterial, need not normally be paid.

LR App 1.1.127/05/2022

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.
62 40 40	62 40 60 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.
64executive management	the executive committee or most senior executive or managerial body below the board (or where there is no such formal committee or body, the most senior level of managers reporting to the chief executive), including the company secretary but excluding administrative and support staff.
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 section III.2 of the technical note on PR disclosure and specialist issuers 62. 40 40 30
mineral resources	include metallic and non-metallic ores, mineral concentrates, industrial minerals, construction aggregates, mineral oils, natural gases, hydrocarbons and solid fuels including coal.
64minority ethnic background	from one of the following categories of ethnic background, as set out in the tables in LR 9 Annex 2.1R(b) and LR 14 Annex 1.1R(b), excluding the category “White British or other White (including minority-white groups)”:
	(1) Asian/Asian British;
	(2) Black/African/Caribbean/Black British;
	(3) Mixed/Multiple Ethnic Groups; and
	(4) Other ethnic group, including Arab.
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.
62technical note on PR disclosure and specialist issuers	the Guidelines on disclosure requirements under the Prospectus Regulation and Guidance on specialist issuers published by the FCA (Primary Market TN 619.1) as part of the FCA’s technical guidance on LR, PRR, and DTR. [Note: the technical guidance can be accessed in the FCA’s Knowledge Base at https://www.fca.org.uk/markets/primary-markets/knowledge-base.]
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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