Related provisions for DISP App 1.6.5

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To access the FCA Handbook Archive choose a date between 1 January 2001 and 31 December 2004 (From field only).

EG 2.2.10RP
4As with market abuse cases, many of the non-enforcement tools are not available for use in cases involving listing regime breaches. This is because in many cases (aside from certain areas such as sponsors and primary information providers), there will be no on-going supervisory relationship with the listed companies in question, and no similar authorisation regime as there is with authorised persons, firms and individuals. As a result, the ability to use many of the early intervention
DISP 1.10.3GRP
For the purposes of DISP 1.10.2R, DISP 1.10.2-AR13, DISP 1.10.2AR, DISP 1.10.2BR and DISP 1.10.2CR,14 when completing the return, the firm should take into account the following matters.10618413(1) If a complaint could fall into more than one category, the complaint should be recorded in the category which the firm considers to form the main part of the complaint.10(2) Under DISP 1.10.2R(1)(b), DISP 1.10.2R(2)(b), DISP 1.10.2-AR, DISP 1.10.2BR(2) or DISP 1.10.2CR(2),14 a firm
EG 8.4.2RP
1Examples of the limitations that the FCA may impose when exercising its own-initiative variation power in support of its enforcement function include limitations on: the number, or category, of customers that a firm can deal with; the number of specified investments that a firm can deal in; and the activities of the firm so that they fall within specific regulatory regimes (for example, so that oil market participants,2corporate finance advisory firms and service
COLL 5.7.11GRP
An authorised fund manager carrying out due diligence for the purpose of the rules in this section should make enquiries or otherwise obtain information needed to enable him properly to consider:(1) whether the experience, expertise, qualifications and professional standing of the second scheme's investment manager is adequate for the type and complexity of the second scheme;(2) the adequacy of the regulatory, legal and accounting regimes applicable to the second scheme and its
PERG 8.12.18GRP
The purpose of these 1exemptions1 is to ensure that, subject to certain conditions, the restriction in section 21 of the Act does not apply to those who merely transport the financial promotions of other persons. Obvious examples here are postal and Internet service providers, courier companies and telecommunications companies. PERG 8.6.5 G explains that such persons may not be regarded as communicating a financial promotion simply because they have distributed it. Article 18
PERG 2.7.18GRP
Entering as provider into afuneral plan contract is a regulated activity. The ‘provider’, for the purposes of this activity,37 is the person to whom the pre-payments are made and who undertakes to provide, or secure the provision of, the funeral at some future point. They37 may be the funeral director or a third party who arranges for another person to provide the funeral. 37
PERG 2.9.1GRP
The various exclusions outlined below deal with a range of different circumstances. (1) Within each set of circumstances, the Regulated Activities Order, in Chapter XVII of Part II of the Order, makes separate provision for each regulated activity affected. This is necessary because each exclusion has to be tailored to reflect the different nature of the regulated activity involved and the different language required (for example, some activities involve entering directly into
SUP 12.4.5EGRP
(1) 1Under the relevant provisions in COBS, ICOBS7 and MCOB, the customer will receive details of how to complain to the appointed representative and, when a product is purchased, details of the complaints procedure for the product provider, insurer or home finance provider.2772(2) Under DISP 1.2.1 R4, a firm must among other things, supply summary details of its internal process for dealing promptly and fairly with complaints4 to the customer when it receives a complaint4. In
PERG 8.14.40AFGRP
6The exemptions described in PERG 8.14.40A G to PERG 8.14.40AEA G9 should enable employers (and their contracted service providers) to promote employee benefits packages that include any pension schemes, work-related insurance schemes,9staff mortgages and certain staff loans9 to employees without undue concern that they may be breaching the restriction in section 21 of the Act. PERG 8.14.34 G (Communications by employers and contracted service providers to employees) has further
MCOB 1.2.2GRP
3(1) This sourcebook applies to activities carried out in respect of regulated mortgage contracts, equity release transactions, home purchase plans, and regulated sale and rent back agreements. Together, these products are referred to as home finance transactions.5555377(2) Lifetime mortgages and home reversion plans are together referred to as equity release transactions.3(3) The application of most of this sourcebook is expressed by reference to four types of firm: lenders/providers,
FEES 4.2.11RRP

Table of periodic fees payable to the FCA61

61

1 Fee payer

2 Fee payable

3 Due date

4 Events occurring during the period leading to modified periodic fee

Any firm (except an ICVC49)

25

As54 specified in FEES 4.3.1 R in relation to FEES 4 Annex 2AR and FEES 4 Annex 11 R6154

373737

(1) Unless (2) applies54, on or before the relevant dates specified in FEES 4.3.6 R.12

(2) If54 an event specified in column 4 occurs during the course of a fee year, 30 days after the occurrence of that event, or if later the dates specified in FEES 4.3.6 R.754

77776060414141

Firm receives permission, or becomes authorised or registered under the Payment Services Regulations, article 8 of the MCD Order32, the DRS Regulations41 or the Electronic Money Regulations12;9 or firm9extends permission or its payment service activities916

639

Persons who hold a certificate issued by the FCA60 under article 54 of the Regulated Activities Order (Advice given in newspapers etc.)

60

£1,15151

46314031

(1) Unless (2) applies, on or before 1 August or, if later, within 30 days of the date of the invoice23

(2) If an event in column 4 occurs,52

during the course of a fee year,60 30 days after the occurrence of that event.51

2360

Certificate issued to person by the51FCA60 under article 4054 of the Regulated Activities Order46

60

Any manager of an AUT23;

23

In relation to each unit trust the amount specified in part 1 of 25FEES 4 Annex 4

Authorisation order is made in relation to the relevant scheme24

24Any authorised fund manager of an authorised contractual scheme;

In relation to each authorised contractual scheme the amount specified in part 1 of25FEES 4 Annex 4

Any ACD of an ICVC; and

In relation to each ICVC,25 the amount specified in part 1 of25FEES 4 Annex 4

Persons who, under the constitution or founding arrangements of a recognised scheme, are 33responsible for the management of the property held for or within the scheme;

In relation to each recognised scheme the amount specified in part 1 of25FEES 4 Annex 4

The relevant scheme becomes a recognised scheme25

Not applicable

UK AIFM49 of an LTIF49

33

In relation to each LTIF49 the amount specified in part 1 of FEES 4 Annex 433

(1) Unless (2) applies, on or before 1 August or, if later, within 30 days of the date of the invoice.33

(2) If an event in column 4 occurs during the course of a fee year, 30 days after the occurrence of that event.33

The LTIF49 is authorised by the FCA under the LTIF Regulation49

33

Designated professional body

FEES 4 Annex 5

On or before the relevant dates specified in FEES 4.3.6 R23

23

Not applicable

UK recognised body

FEES 4 Annex 6, part 1for a UK RIE; and55

FEES 4 Annex 6R, part 1A for a UK RIE that is also a RAP55

611349

(1) On or before the relevant dates specified in FEES 4.3.6 R23

(2) If the event in column 4 occurs during the course of a fee year60, 30 days after the occurrence of that event

2360

Recognition order is made.

The modified1162 periodic fee is specified in FEES 4 Annex 6 R, Part 1.491162

116211621311621162

ROIE61

61

FEES 4 Annex 6, part 2

(1) On or before the relevant dates specified in FEES 4.3.6 R23

(2) If the event in column 4 occurs during the course of a fee year60, 30 days after the occurrence of that event.

2360

Recognition order is made.

The modified1162 periodic fee is specified in FEES 4 Annex 6, Part 2.1162

1162116211621162

A listedissuer35 (in LR) of shares and certificates representing certain securities35.

33

FEES 4 Annex 14R35

Within 30 days of the date of the invoice

Listedissuer3 (in LR) becomes subject to listing rules

3

A sponsor35

FEES 4 Annex 14R35

3110122323311210231

Within 30 days of the date of the invoice

35Approval of a35sponsor35

141414

All non-listed issuers (in DTR) of shares and certificates representing certain securities35.

66

FEES 4 Annex 14R35

29

Within 30 days of the date of the invoice

Non-listed issuer (in DTR) becomes subject to disclosure requirements36 and transparency rules629

29Any primary information provider

FEES 4 Annex 14R35

Within 30 days of the date of the invoice

A person is approved as a primary information provider

6All firms reporting transactions in securities derivatives10to the FCA60 in accordance with SUP 17, and market operators who provide facilities for trading in securities derivatives.10

6010

FEES 4 Annex 9 R

Within 30 days of the date of the invoice

Not applicable

15Any issuer of a regulated covered bond.

FEES 4 Annex 11R

(1) Unless (2) applies, on or before the relevant dates specified in FEES 4.3.6 R

(2) If an event specified in column 4 occurs during the course of a fee year60, 30 days after the occurrence of that event or, if later, the dates specified in FEES 4.3.6 R

60

A person becomes registered as an issuer of a regulated covered bond

26(i) A non-UK AIFM49 which has notified the FCA of its intention to market an AIF in the UK under regulation 5949 of the AIFMD UK regulation and which has not ceased to market that AIF in the UK as at 1 April of the current fee year.

(ii) non-UK AIFM49 which has notified the FCA of its intention to market an AIF in the UK under regulation 58 or 59 of the AIFMD UK regulation and which has not ceased to market that AIF in the UK as at 1 April of the current fee year.

For each notification made by the AIFM of the kind specified in part 2 of FEES 4 Annex 4, the amount specified in part 2 of FEES 4 Annex 4

(1) Unless (2) applies, on or before 1 August, or, if later, within 30 days of the date of the invoice

(2) If an event in column 4 occurs during the course of a financial year, 30 days after the occurrence of that event

The FCA receives a notification to market in the UK

26A small registered UK AIFM

The basic fee contained in part 3 of FEES 4 Annex 4

The AIFM is registered by the FCA under regulation 10 of the AIFMD UK regulation.

30

[deleted]41

45A third country legal representative

The tariff specified in FEES 4 Annex 15R

Payable in accordance with FEES 4.3.6R

Not applicable

45A benchmark endorser

The tariff specified in FEES 4 Annex 15R

Payable in accordance with FEES 4.3.6R

Not applicable

50Any UK-based firm registered as a credit rating agency; a trade repository; a securitisation repository or any third country firm certified as a credit rating agency or recognised as a trade repository.

The tariff specified in FEES 4 Annex 16R

Within 30 days of the date of the invoice

Not applicable

53Proxy advisor

(1) £5,000

(2) For a proxy advisor which is already trading on 1 April 2020, the amount specified in (1) upon notifying the FCA.

(3) For a proxy advisor which starting trading after 1 April 2020, the fee payable is pro-rated in proportion to the months remaining in the financial year 1 April – 31 March, including the month of notification.

(1) At the time of notification

(2) For a proxy advisor which has already notified the FCA, within 30 days of the date of the invoice

Not applicable

Note:Sponsors on the list of approved sponsors as at 1 April each year will be liable for the full year's annual fee unless FEES 4.3.13 R applies.2

TC App 4.1.1CGRP

24To meet the appropriate qualification requirement, a qualification is expected to meet the appropriate qualification criteria (TC App 5) and the content should cover both technical aspects in relation to the activity number in column 3 of the table in Part 2 as well as the regulation and ethics concerning those activities. Some of the qualifications in the table in Part 2 deal with all aspects and some only deal with certain aspects, as follows:

  1. (1)

    a ‘1’ refers to a syllabus which contains all aspects, namely technical, regulation and ethics;

  2. (2)

    a ‘2’ or a ‘6’ refers to a syllabus which only deals with aspects of a technical nature;

  3. (3)

    a ‘3’ or a ‘5’ refers to a syllabus which only deals with aspects of regulation and ethics; and

  4. (4)

    a ‘4’ refers to a syllabus which is only of an introductory nature.

Part 2: Appropriate Qualifications Tables

Note: A qualification is deemed an appropriate qualification if it appears in this table and is attained within the relevant time period, where one is indicated by the dates set out in the qualification column.18

Qualification provider

Qualification

Activity Number(s)

Key

ACI The Financial Markets Association

ACI Diploma (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

2, 3, 12, 13

a

ACI Dealing Certificate when combined with Chartered Institute of Securities and Investment (CISI) Introduction to Securities and Investments and one of the Regulatory units of the Investment Operations Certificate (IOC)

15, 17

4

ACI Operations Certificate when combined with Chartered Institute of Securities and Investment (CISI) Introduction to Securities and Investments and one of the Regulatory units of the Investment Operations Certificate (IOC)

Association of Accounting Technicians

Member

15, 16, 17, 18, 19

4

Association of Certified International Investment Analysts (ACIIA)

CIIA qualification (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

2, 3, 12, 13

a

Certified International Investment Analyst (CIIA)

14 and 10

2

Association of Chartered Certified Accountants

Member or Affiliate

8

1

Fellow or Associate

15, 16, 17, 18, 19

4

Association of Corporate Treasurers

MCT Advanced Diploma (Member or Fellow) or AMCT Diploma in Treasury (Associate Member)16

16

15, 16, 17, 18, 19

4

Association of International Wealth Management (AIWM)

Certified International Wealth Manager Diploma (CIWM)

2, 3, 12, 13

a

14 and 10

1

Blackburn College - University Centre

Foundation Degree Award in Financial Services (syllabus in force until 31 October 2017)29

4 and 6

a

Bournemouth University

BA in Financial Services (1995 to 2001)

4 and 6

b

MA in Financial Services (1995 to 2001)

Post Graduate in Financial Services (1995 to 2001)

18Calibrand / Chartered Banker Institute (Formerly the28 Chartered Institute of Bankers in Scotland)28

Diploma in Professional Financial Advice (Post 30/4/2014 and Pre 01/03/2022)32

4 and 6

a11

Calibrand / Scottish Qualifications Authority

Diploma in Professional Financial Advice(Pre 1/8/2018)18

4 and 6

a

Diploma in Professional Financial Advice (NMBA - Alternative Assessment method)

15Canadian Securities Institute

Canadian Securities Course (CSC) and Conduct and Practices Handbook Course (CPH) - must include a pass in both modules (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation) - both courses must be completed

2, 12

b

Canadian Securities Course (CSC), Conduct and Practices Handbook (CPH), the Futures Licensing Course (FLC), the Derivatives Fundamentals Course (DCF) and the Options Licensing Course (OLC) - must include a pass in all modules (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation) - all courses must be completed

3, 13

b

Canadian Securities Course (CSC), Conduct and Practices Handbook (CPH), the Futures Licensing Course (FLC) and the Derivatives Fundamentals and Options Licensing Course (DFOL) - must include a pass in all modules (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation) - all courses must be completed

CASS Business School

MSC in Banking and International Finance (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

2, 3, 12, 13

a

12MSC in Investment Management pre 2003 syllabus (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation)

2, 3, 12, 13

b16

16CFA Institute

The CFA Institute Investment Foundations Certificate - (Formerly the 25Claritas Investment Certificate)25

15, 16, 17,18, 19

4

CFA Institute and the CFA Society of the UK

Level 1 of CFA Program plus Investment Management Certificate (Level 4)12

12

2, 3, 12, 13

a

Completion of CFA Program plus Investment Management Certificate Unit 1: The investment environment (Level 4)12

12

Holder of Associate qualification (associate member)12

12

2, 3, 12, 13

b

Level 1 of CFA Program plus Investment Management Certificate (Level 3)12

12

Completion of CFA Program plus Investment Management Certificate Unit 1: UK Regulation and Markets (level 3)12

12

Holder of Associate qualification (Fellow)12

12

CFA Program (Level 1)

14 and 10

2

Fellow or Associate by examination

8

1

14 and 10

15, 16, 17, 18, 19

4

Investment Management Asset Allocation Qualification13

1212

14 and 10

2

Investment Regulation and Practice Paper of the Associate Examination

15, 16, 17

5

CFA Society of UK (Formerly the UK Society of Investment Professionals/ Institute of Investment Management and Research (IIMR))

Investment Management Certificate (Level 4) plus other qualifications that meet specialist standards for advising on securities

12

2, 12

a

Investment Management Certificate (Level 4) plus other qualifications that meet specialist standards for advising on packaged products

12

4 and 6

Investment Management Certificate (Level 4) plus other qualifications that meet specialist standards for advising on derivatives

12

3, 13

Investment Management Certificate (Level 3 or 4)12

12

8

1

15, 16, 17, 18, 19

4

15, 16, 17

5

14 and 10

1

Investment Practice Paper (Unit 2) of Investment Management Certificate (Level 3 or 4)12

12

14 and 10

2

12

8

2

Investment Management Certificate Unit 1: UK Regulation and Markets (Level 3) or Investment Management Certificate Unit 1: The Investment Environment (Level 4)12

12

8

3

15, 16, 17, 19

5

18

6

12

14 and 10

3

Chartered Alternative Investment Analysis Association (CAIA)

CAIA Level 1 (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation)

2, 12

b

22

22

22

22

Chartered Banker Institute (Formerly the28 Chartered Institute of Bankers in Scotland)28

Diploma in Investment Planning (Existing Adviser) (18Post 2010 examination standards and Pre 1/6/2015)18

4 and 6

a

Diploma in Investment Planning (New Adviser) (18Post 2010 examination standards and Pre 1/6/2015)18

Diploma in Investment Planning (Retail Banking) (New Adviser) (18Post 2010 examination standards and Pre 1/6/2015)18

Diploma in Investment Planning (Retail Banking) (Existing Adviser) (18Post 2010 examination standards and Pre 1/6/2015)18

Diploma in investment planning (work based assessment)(Pre 1/6/2015)18

Associate (March 1992 to July 1994 syllabus (including top-up test))

4 and 6

b

Associate (post August 1994 syllabus)

Certificate in Investment Planning (Pre 17/09/2004)

Chartered Banker (where candidates hold UK Financial Services and Investment modules)

Diploma in Investment Planning (current)

Associateship - (must include a pass in the Investment Paper)

2, 3, 12, 13

b

Certificate in Investment Planning - Paper 1

15, 16, 18, 19

4

15, 16, 17, 18, 19

5

Certificate in Investment Planning

17

4

Member or Associate

15, 16, 17, 18, 19

4

Mortgage Advice and Practice Certificate

20

1

Certificate in Mortgage Advice and Practice (MAPC) (Pre 16/09/2004)

20, 21, 22

1

MAPC bridge paper plus entry requirements (Pre 31/10/2004)

20

1

Certificate in Investment Planning - Paper 1 (Pre 16/09/2004)

20, 21, 22

3

MAPC - Paper 1 (Pre 16/09/2004)

20

3

Mortgage Advice and Practice Certificate - Paper 1 (Post 17/09/2004)

20, 21

3

Equity Release Mortgage Advice and Practice Certificate (ERMAPC)

21, 22

1

Lifetime Mortgage Advice and Practice Certificate

MAPC Bridge paper plus entry requirements (Pre 16/09/2004)

Certificate in Mortgage Advice and Practice (MAPC) (Pre 16/09/2004) - Paper 1

21, 22

3

Equity Release Mortgage Advice and Practice Certificate (ERMAPC)

23

4

23

5

23

6

Diploma in Professional Financial Advice (Post 28/02/2022)32

4 and 6

a

Chartered Institute of Management Accountants

Fellow or Associate

15, 16, 17, 18, 19

4

Chartered Institute of Public Finance and Accountancy

Fellow or Associate

15, 16, 17, 18, 19

4

Chartered Institute for Securities and Investment (CISI) - (Formerly the Securities and Investment Institute (SII); formerly The Securities Association)

25Certificate in Pension Transfers and Planning Advice (when combined with an RDR compliant qualification for Activities 4 and 6)

2511

251

Investment Advice Diploma (where candidate holds 3 modules including the private client advice module)

4 and 6

a

22Investment Advice Diploma (where candidate holds 3 modules including the Financial Planning and Advice module)

224 and 6

29Investment Advice Diploma (where candidate holds 3 modules including Retail Advice and Planning)

4 and 6

Investment Advice Diploma (where candidate holds 3 modules including the derivatives module)

3, 13

Certificate in International Advanced Wealth Management (Level 4) (provided it is accompanied by appropriate examinations in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)31

2, 1231

Investment Advice Diploma (where candidate holds 3 modules including the securities module)

2, 12

Masters in Wealth Management (Post 2010 examination standards)

2, 3, 4 and 6, 12, 13

Certificate in Private Client Investment Advice and Management

2, 3, 4 and 6, 12, 13

b

14 and 10

1

Certificate in Private Client Investment Advice and Management (attained through a CISI competency interview and presentation only)

2, 3, 4 and 6, 12, 13

b

14 and 10

1

Diploma (where candidate holds 3 modules as recommended by the firm)

2, 3, 4 and 6, 12, 13

b

Investment Advice Certificate

2, 3, 4 and 6, 12, 13

b

Masters in Wealth Management (Pre 2010 examination standards)

2, 3, 4 and 6, 12, 13

b

Member of the Securities Institute (MSI Dip) (where candidate holds 3 modules as recommended by the firm)

2, 3, 4 and 6, 12, 13

b

Certificate in Corporate Finance

8

1

15, 16, 17, 18, 19

4

Certificate in Derivatives - Paper 2

15, 16, 17, 18, 19

4

Certificate in Investment and Financial Advice - Paper 1

21, 22

3

Certificate in Investment Management (Level 3, pre 31 December 2013)13

8

1

15, 16, 17, 19

4

15, 16, 17

5

14 and 10

113

13Certificate in Investment Management (Level 4)

14 and 10

1

Certificate in Investment Management - Paper 2

8

2

14 and 10

Certificate in Securities

8

1

Certificate in Securities - Paper 2

15, 16, 17, 18, 19

4

Certificate in Securities and Derivatives - Paper 2

19

4

Certificate in Securities and Financial Derivatives

8

1

Certificate in Securities and Financial Derivatives - Paper 2

15, 16, 17, 18

4

Client Services Qualification

15, 16, 17, 18, 19

4

Diploma

15, 16, 17, 18, 19

4

Diploma - Corporate Finance Paper

8

2

Diploma - Global Operations Management Module

15, 16, 17, 18, 19

4

15, 16, 17

5

6

Diploma - International Operations Management Module

15

4

15, 16

5

6

17

4

5

6

Diploma - International Operations Module

16, 18, 19

4

Diploma - Operations Management Module

15, 16, 17, 18, 19

4

15, 17

5

15, 16, 17

6

Diploma - Regulation and Compliance Module

8

3

14 and 10

15, 16, 17, 18, 19

5

Diploma (must include a pass in Regulation and Compliance Paper)

8

1

Diploma (where candidate holds 3 modules as recommended by the firm)

14 and 10

1

12Diploma in Corporate Finance (awarded jointly with The Institute of Chartered Accountants in England and Wales)15

8

1

Investment Administration Qualification - Asset Servicing Module

15, 16, 17

6

Investment Administration Qualification - Basics of CREST Module

15, 16, 17

6

Investment Administration Qualification - Bond Settlement Module

15, 16, 17

6

Investment Administration Qualification - Collective Investment Schemes Administration Module

15, 16, 17

6

Investment Administration Qualification - CREST Settlement Module

15, 16, 17

6

Investment Administration Qualification - Derivatives Operations Module

15, 16, 17

6

Investment Administration Qualification - Exchange - Traded Derivative Administration Module

15, 16, 17

6

Investment Administration Qualification - FSA Regulatory Environment Module

15, 16, 17

5

Investment Administration Qualification - Global Custody Module

15, 16, 17

6

Investment Administration Qualification - Global Securities Operations Module

16, 17

6

Investment Administration Qualification - Global Settlement Module

15, 16, 17

6

Investment Administration Qualification - IMRO Regulatory Environment Module

8

3

14 and 10

15, 16, 17, 18, 19

5

Investment Administration Qualification - Introduction to Securities and Investment Module

15, 16, 17, 18, 19

4

Investment Administration Qualification - ISA Administration Module

15, 16, 17

6

Investment Administration Qualification - ISA and CTF Administration Module

15, 16,16 17

6

Investment Administration Qualification - ISA and PEP Administration Module

15, 16, 17

6

Investment Administration Qualification - Life Policy Administration Module

18

6

Investment Administration Qualification - OEIC Administration Module

15, 16, 17

6

Investment Administration Qualification - Operational Risk Module

15, 16, 17

6

Investment Administration Qualification - OTC Derivatives Administration Module

15, 16

6

Investment Administration Qualification - Pensions Administration Module

19

6

Investment Administration Qualification - PEP Administration Module

15, 16, 17

6

Investment Administration Qualification - Portfolio Performance Measurement Module

15, 16

6

Investment Administration Qualification - Private Client Administration Module

15, 16, 17

6

Investment Administration Qualification - SFA Regulatory Environment Module

8

3

14 and 10

15, 16, 17, 18

5

Investment Administration Qualification - Unit 2 FSA Regulatory Environment - (Formerly the Investment Administration Qualification - Regulatory Environment Module)

8

3

14 and 10

18, 19

5

Investment Administration Qualification - Unit Trust Administration Module

15, 16, 17

6

Investment Advice Certificate

14 and 10

1

Investment Advice Certificate - Paper 1

15, 16, 17, 18, 19

4

5

Investment Advice Certificate - Paper 1 (No new registrations)

20, 21, 22

3

Investment Advice Certificate - Paper 2

18, 19

6

Investment Advice Diploma (where candidates hold technical modules as recommended by the firm)

14 and 10

1

Investment Operations Certificate - Asset Servicing Module

15, 16, 17

6

Investment Operations Certificate – Client Money and Assets20

1620

620

Investment Operations Certificate - Collective Investment Schemes Administration Module

15, 16, 17

6

Investment Operations Certificate - CREST Settlement Module

15, 16, 17

6

Investment Operations Certificate - Exchange - Traded Derivative Administration Module

15, 16, 17

6

Investment Operations Certificate - UK13 Financial Regulation Module

13

8

3

14 and 10

15, 16, 17, 18, 19

5

Investment Operations Certificate - Global Securities Operations Module

17

6

Investment Operations Certificate - Global Securities Operations Module

16

6

Investment Operations Certificate - Introduction to Securities and Investment Module

15, 16, 17, 18, 19

4

Investment Operations Certificate - ISA Administration Module

15, 16, 17

6

Investment Operations Certificate - Operational Risk Module

15, 16, 17

6

Investment Operations Certificate - OTC Derivatives Administration Module

15, 16

6

18Investment Operations Certificate - Platforms, Wealth Management and Service Providers

15, 16

6

Investment Operations Certificate - Administration of Settlement & Investments Module (previously known as the Private Client Administration Module)12

12

15, 16, 17

6

Investment Operations Certificate - Transfer Agency Administration & Oversight Module31

15, 16, 1731

631

Level 3 Certificate in Investments (Derivatives) - Unit 3

15, 16, 17, 18, 19

4

Level 3 Certificate in Investments (Investment Management)

14 and 10

1

15, 16, 17, 18, 19

4

15, 16, 17

5

Level 3 Certificate in Investments (Investment Management) - Unit 5

8

2

14 and 10

Level 3 Certificate in Investments (Securities and Financial Derivatives)

8

1

15, 16, 17, 18, 19

4

Level 3 Certificate in Investments (Securities)

8

1

Level 3 Certificate in Investments (Securities) - Unit 2

15, 16, 17, 18, 19

4

Level 6 Diploma in Wealth Management

14 and 10

1

Masters in Wealth Management

14 and 10

1

Member of the Securities Institute by examination

15, 17, 19

4

Principles of UK13 Financial Regulation

8

3

18, 19

5

SFA Corporate Finance Representative Examination

8

1

15, 16, 17, 18, 19

4

SFA Futures and Options Representative Examination

15, 16, 17, 18, 19

4

15, 16, 17

5

SFA Registered Persons Examination - Section 1 (Regulation)

8

3

14 and 10

15, 16, 17, 18, 19

5

SFA Securities and Financial Derivatives Representative Examination

8

1

15, 16, 17, 18, 19

4

15, 16, 17

5

SFA Securities Representative Examination

8

1

15, 16, 17, 18, 19

4

16, 17

5

TSA Registered Representative Examinations

8

1

15, 16, 17, 18, 19

4

15, 16

5

Unit 1 - Financial Regulation

14 and 10

3

Unit 1 Financial Regulation (Formerly the Securities Institute Regulatory Paper)

8

3

15, 16, 17, 18, 19

5

Unit 6 - Principles of UK13 Financial Regulation

14 and 10

3

15, 16, 17

5

Chartered Insurance Institute

Certificate in Advanced Mortgage Advice

20

116

Certificate in Pension Transfer Advice23 (meets requirement until 30 September 2020)29

1123

123

Certificate in Securities Advice and Dealing

2, 12

a

CII Level 6 Award in Regulated Pension Transfer Advice / Unit AF7 (only when combined with an RDR compliant qualification for Activities 4 and 6) 29

11

1

Diploma in Financial Planning (with appropriate gap fill) plus the Award in Long Term Care Insurance

7

116

Diploma in Financial Planning (subject to gap fill) + AF7 Pension Transfers23

1123

123

Diploma in Regulated Financial Planning

4 and 6

a

Diploma in Regulated Financial Planning (attained through a CII alternative assessment day)

Diploma in Regulated Financial Planning plus the Award in Long Term Care Insurance

7

116

Fellow or Associate (life and pensions route only)

2, 3, 12, 13

b

Advanced Financial Planning Certificate

2, 3, 4 and 6, 12, 13

b

Diploma in Financial Planning

4 and 6

b

Fellow (FCII) (where candidates hold appropriate life and pensions modules)

Fellow (FLIA Dip)

Advanced Diploma in Financial Planning

Associate (ACII) (where candidate holds appropriate life and pension modules)

Associate (ALIA Dip)

12Diploma in Financial Planning plus a pass in J12: Securities advice and dealing

2, 1213

13

a13

13

Certificate in Financial Planning plus the Award in Long Term Care Insurance

7

1

G80 paper of Advanced Financial Planning Certificate (October 2004) plus appropriate exam requirements for TC 2.1.4R(1)(f)

G70 Paper of the Advanced Financial Planning Certificate

8

1

Award in London Market Insurance

9

1

Until 30 September 2020,29 Fellow or Associate including three pensions-related subjects as confirmed by the examining body. From 1 October 2020, only when combined with an RDR compliant qualification for Activities 4 and 6.29

11

1

Until 30 September 2020,29 G60 paper of Advanced Financial Planning Certificate. From 1 October 2020, only when combined with an RDR compliant qualification for Activities 4 and 6.29

Until 30 September 2020,29 Unit AF3 of the Advanced Diploma in Financial Planning. From 1 October 2020, only when combined with an RDR compliant qualification for Activities 4 and 6.29

Certificate of Insurance Practice

18

4

Certificate of Insurance Practice (life or pensions route)

18

6

FA1 - Life office administration

Fellow or Associate (life and pensions route only)

Life assurance paper (735) from the Associateship

Certificate of Insurance Practice (Pensions route)

19

6

Fellow or Associate (Pensions route)

Certificate in Mortgage Advice

20

1

Certificate in Equity Release (Formerly known as Certificate in Financial Planning and Lifetime Mortgages)

21, 2225

1

2325

425

525

625

25

25

25

25

25

25

25

25

25

Advanced Financial Planning Certificate (must include a pass in G70 paper)

14 and 10

1

Certificate in Discretionary Investment Management

Fellow or Associate

15, 16, 17, 18, 19

4

Financial Planning Certificate - Paper 1

15, 16, 17, 18, 19

4

15, 16, 17, 18, 19

5

CF1 - UK financial services, regulation and ethics

10, 14,20 15, 16, 17, 1318, 19

3,20 4

10, 14,20 15, 16, 17, 1318, 19

3,20 513

13RO1 Paper: Regulation and Ethics

10, 14,20 15, 16, 17, 18, 19

3,20 4

10, 14,20 15, 16, 17, 18, 19

3,20 5

FA2 - Pensions administration paper

18, 19

613

Financial Planning Certificate - Paper 2

22(LP1) Life and pensions customer operations; (LP2) Financial services products and solutions; and (LP3) Life and pensions principles and practices (where candidate holds all 3 modules)

2215, 16, 17, 18, 19

224 and 5

Pensions law, taxation and administration paper (740) from the Associateship

18, 19

613

13Certificate in Investment Operations: Collective Investment Scheme Administration paper (FA4)

15, 16, 17

6

13Certificate in Investment Operations: Individual Savings Account Administration paper (FA5)

151516, 17

6

13Certificate in Investment Operations: Investment Client Servicing paper (FA6)

15, 16, 17

6

Certificate in Mortgage Advice - Paper 1

20, 21

3

Mortgage Advice Qualification (MAQ) plus entry requirements

20, 21, 22

1

Financial Planning Certificate - Paper 1 (No new registrations after 17/12/2004)

20, 21, 22

313

13Deutsche Boerse AG

Certified Securities Trader (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

2, 12

b

13Deutsche Boerse AG

15

Certified Derivatives Trader (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

2, 12

b

3, 13

a

EFFAS Societies with accredited examinations

Certified European Financial Analyst

14 and 10

2

Faculty or Institute of Actuaries

Fellow or Associate or where the individual has passed all of the following modules CT1, CT2, CT4, CT5, CT6, CT7 and CT8

2, 3, 4 and 6, 12, 13

a

14 and 10

1

Associate - achieved by examination passed before 1 December 2001 (must include a pass in Subject 301 - Investment and Asset Management (syllabus in force from 1998)

14 and 10

1

Associate - achieved by examination passed after 1 December 2001 (must include a pass in subject 301 - Investment and Asset Management (syllabus in force from 1998)

14 and 10

2

12

Fellow - achieved by examination (must include a pass in subjects 301 and 401 Investment and Asset Management (syllabus in force from 1998))

14 and 10

1

Fellow or Associate

11

1

16, 17, 18, 19

4

18, 1912

6

Fellow or Associate by examination (must include Investment Paper E (Syllabus in force until 1998))

14 and 10

1

Fellow or where the individual has passed all of the following modules CA1 and SA2

18

4

Financial Industry Regulatory Authority (FINRA) - Formerly the National Association of Securities Dealers (NASD)

Series 7 - General Securities Representatives Examination (provided it is accompanied by appropriate qualifications in Regulation and Ethics and Personal Taxation)

2, 3, 12, 13

b

Financial & Legal 15Skills Partnership (formerly the Financial Skills Partnership/15Financial Services Skills Council (FSP/15FSSC))

FLSP15 Advanced/Modern15 Apprenticeship in Advising on Financial Products (Long Term Care Insurance Pathway)

15

7

1

FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing15Financial Services (Investment Administration or Operations15 Pathway including either Asset Servicing / CREST Settlement / Global Securities or ISA and CTF Administration)

15

17

6

FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing 15Financial Services (Investment Administration or Operations15 Pathway including FSA Regulatory Environment or Principles of Financial Regulation)

15

17

5

FLSP Level 315 Advanced/Modern 15 Apprenticeship in Retail or Providing 15Financial Services (investment Administration or Operations15 Pathway including the Introduction to Securities and Investment module)

15

17

4

FLSP Level 315 Advanced/Modern 15Apprenticeship in Retail or Providing 15Financial Services (Long Term Insurance or Life, Pensions and Investments or Pensions Administration15 Pathway including CF1)

15

18

4

FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing 15Financial Services (Long Term Insurance or Life, Pensions and Investments or Pensions Administration15 Pathway including CF1)

15

18

5

FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing 15Financial Services (Long Term Insurance or Life, Pensions and Investments or Pensions Administration15 Pathway including CF1 and either FA1 or FA2)

15

18

6

FLSP Level 315 Advanced/Modern15 Apprenticeship in Retail or Providing 15Financial Services (Long Term Insurance or Life, Pensions and Investments or Pensions Administration15Pathway including CF1 and FA2)

15

19

1

FLSP Level 315 Advanced Apprenticeship in Advising on Financial Products (Mortgage Advice Pathway) or Level 3 Advanced Apprenticeship in Providing Mortgage Advice15

15

20

1

ICMA Centre/ University of Reading (Formerly ISMA Centre/ University of Reading)

Diploma in Capital Markets, Regulation and Compliance

17

5

Operations Certificate Programme (OCP)

16, 17

6

Institute of Chartered Accountants in England and Wales

Fellow or Associate

8

1

15, 16, 17, 18, 19

4

Initial Test of Competence

18, 19

6

Diploma in Corporate Finance (awarded jointly with The Institute of Chartered Accountants in England and Wales)15

815

215

Institute of Chartered Accountants in Ireland

Fellow or Associate

8

1

15, 16, 17, 18, 19

4

Initial Test of Competence

19

6

Institute of Chartered Accountants in Scotland

Member

8

1

15, 16, 17, 18, 19

4

Initial Test of Competence

19

6

Institute of Chartered Secretaries and Administrators

Certificate in Collective Investment Scheme Administration

15, 16, 17, 18

4

5

15, 16

6

19

4

Certificate in Company Secretarial Practice and Share Registration Practice (including the Regulatory module within the examination)

15, 16. 17

4

5

6

Fellow or Associate

15, 16, 17, 18, 19

4

Institute of Financial Planning (until 1 November 2015)25

Certified Financial Planner (syllabus in force until 31 October 2015)25

4 and 6

b

Fellowship (syllabus in force until 31 October 2015)25

Insurance Sector Education and Training Authority

National Diploma: Financial Services Long-Term Risk Assessment

7

2

Investment Management Association

Investment Administration Management Award

15, 16, 17

6

Investment Property Forum

IPF Certificate in Property Investment

14 and 10

2

Japanese Bankers Association

Registered Representative of Public Securities Examination (pre-April 1990)

8

2

Representative of Public Securities Qualification - Class 1

Japanese Securities Dealers Association

Representative of Public Securities Qualification - Type 1 (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation

2, 3, 12, 13

b

Representative of Public Securities Examination (pre April 1990)

8

2

Representative of Public Securities Qualification - Type 1

Law Society of England and Wales

Module B(ii), Securities and Portfolio Management

8

2

Module B(i), Retail Branded/ Packaged Products

18, 19

6

Law Society of England and Wales/ Law Society of Northern Ireland

Solicitor

15

4

Law Society of England and Wales/ Law Society of Scotland/ Law Society of Northern Ireland

Solicitor

17, 18, 19

4

Lloyd's

Lloyd's and London Market Introductory Test (Formerly the Lloyd's Introductory Test)

9

1

Lloyd's/ Chartered Insurance Institute

Lloyd's Market Certificate

9

1

London Stock Exchange (records are now kept by The Chartered Institute for Securities and Investment (CISI); Formerly the Securities and Investment Institute (SII); formerly The Securities Association)

London Stock Exchange Full Membership Exams (and other regional stock exchanges as merged with London Stock Exchange) - where candidate holds three or four papers or holds both the Stock Exchange Practice and Techniques of Investment papers

2, 3, 4 and 6, 12, 13

b

14 and 10

1

Stock Exchange Registered Representative Examination

8

1

15, 16, 17, 18, 19

4

15, 16

5

Manchester Metropolitan University

BA (Hons) Financial Services, Planning and Management

2, 3, 4 and 6, 12, 13

a

N/A

In-house module (only where the firm can demonstrate that none of the listed examinations are appropriate)

15, 16, 17, 18, 19

6

NIBE SVV the Dutch Institute for the Banking, Insurance and Stockbroking Industry

Examination

8

2

Pensions Management Institute

Diploma in Regulated Retirement Advice

4 and 6

a

11

1

Fellow or Associate by examination

11

1

Module 201: Providing for Retirement

19

4

512

612

Fellow or Associate

15, 16, 17, 18, 19

4

Diploma in Member-Directed Pension Scheme Administration

18

6

Fellow or Associate by examination

18, 19

6

Sheffield Hallam University

BA in Financial Services (1995 to 2001)

4 and 6

b

MA in Financial Services (1995 to 2001)

Post Graduate in Financial Services (1995 to 2001)

15SIX Swiss Exchange

Certified Securities Trader the Swiss Markets Insight course (provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

2, 12

b

Society of Investment Analysts in Ireland

Certificate in Investment Management (at least 3 papers passed by examination)

14 and 10

2

South African Institute of Financial Markets

Ordinary and Senior Certificates

8, 14 and 10

2

Swiss Finance Institute

Dual degree Executive MBA in Asset and Wealth Management

14 and 10

2

22The Institute of Banking in Ireland (Formerly the Chartered Institute of Bankers in Ireland)

22Fellow or Associate

2215, 16, 17, 18, 19

224

22Professional Certificate in International Investment Fund Services

2215, 16, 17

226

The London Institute of Banking & Finance (formerly the ifs University College and the ifs School of Finance/Chartered Institute of Bankers)23

151515

Diploma for Financial Advisers (post 2010 examination standards)

4 and 6

a

Professional Certificate in Banking (PCertB) (where candidate has passed the Practice of Financial Advice module)

Level 6 Diploma in Financial Advice (Adv Dipfa)

4 and 6

a16

Associateship - (must include a pass in the Investment / Investment Management Paper)

2, 3, 4 and 6, 12, 13

b

Diploma for Financial Advisers (pre 2010 examination standards)

4 and 6

b

Professional Investment Certificate

Certificate for Financial Advisers and Certificate in Long-term Care Insurance

7

1

29Level 4 Certificate in Long Term Care and Later Life Planning (CertLTCP)

7

1

Pension Transfers when combined with either a29 Diploma for Financial Advisers (DipFA®) post 2010 exam standards or an RDR compliant qualification for Activities 4 and 629

11

116

Pensions paper of Professional Investment Certificate

11

1

Certificate for Financial Advisers - Paper 1

15

5

Fellow or Associate

15, 16, 17, 18, 19

4

Certificate for Financial Advisers - Paper 1 (Pre 31/10/2004)

15, 16, 17, 18, 19

4

5

20, 21, 22

3

Certificate for Financial Advisers - Paper 1 (Post 01/11/2004)

18, 19

4

5

Certificate for Financial Advisers - Paper 2 (Pre 31/10/2004)

18, 19

6

CeMAP Bridge paper plus entry requirements

20

1

Certificate in Mortgage Advice and Practice (Post 01/11/2004)

20

1

Diploma for Mortgage Advice and Practice DipMAP (plus entry requirements)

20

1

CeMAP bridge paper plus entry requirements (Pre 31/10/2004)

21, 22

1

Certificate in Mortgage Advice and Practice (CeMAP) (Pre 31/10/2004) - Paper 1

20, 21

3

Certificate in Mortgage Advice and Practice (Post 01/11/2004) - Paper 1

20, 21

3

Certificate in Mortgage Advice and Practice (CeMAP) (Pre 31/10/2004)

20, 21, 22

1

Certificate in Regulated Equity Release (Formerly known as Certificate in Lifetime Mortgages)

21, 22

1

23

4

23

5

23

6

The Securities Analysts Association of Japan (SAAJ)

CMA Level 2 (for individuals advising before 30 June 2009)

2, 3, 12, 13

b

CMA Level 2 (for individuals not advising before 30 June 2009 - provided it is accompanied by appropriate qualifications in Regulation and Ethics, Investment Principles and Risk and Personal Taxation)

CMA Level 2

8

2

Secondary Examination

Chartered Member

14 and 10

2

University of Northampton

BSc Banking and Financial Planning

4, 6

a16

19University of South Wales

BSc (Hons) Financial Planning, Investment and Risk

4 and 6

a

University of Stirling

BA in Finance

2, 4 and 6, 12

b

BA in Finance and Accounting

2, 3, 4 and 6, 12, 13

b

MSc in Finance

2, 3, 12, 13

b

MSc in international Accounting and Finance (where candidates hold modules as recommended by the firm)

2, 3, 12, 13

b

8

2

14 and 10

1

MSc in Investment Analysis

2, 3, 12, 13

b

14 and 10

1

University of the West of England

BA in Financial Services (1995 to 2001)

4 and 6

b

MA in Financial Services (1995 to 2001)

Post Graduate in Financial Services (1995 to 2001)

TC 2.1.10AGRP
16TC Appendix 5G sets out:(1) the criteria which the FCA may take into account when assessing a qualification provider; and(2) the information the FCA will expect the qualification provider to provide if it asks the FCA to add a qualification to the list of appropriate qualifications in TC Appendix 4E.
COLL 5.6.23AGRP
(1) 9Replication of the composition of an index shall be understood to be a reference to replication of the composition of the underlying assets of that index, including the use of techniques and instruments for the purpose of efficient portfolio management.(2) The composition of an index is sufficiently diversified if its components adhere to the spread requirements in this section.(3) An index is a representative benchmark if its provider uses a recognised methodology which
LR App 1.1.1RP

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

16

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 listedsecurities.

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 Regulation53) 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 directors33 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 listedcompany, 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

66

(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:

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.5329

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,19government 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 transaction38.

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 entity58 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 FCA52

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 warrant33 or option33 to subscribe for or purchase other securities.

3333

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 listing33 or are the subject of an application for admission to listing.

33

7DEPP

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 Act60 (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.

43disclosure guidance

the guidance contained in DTR 1 to 3

disclosure requirements43

1616

articles 17, 18 and 19 of the Market Abuse Regulation.43

1616

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 guidance43, transparency rules,39corporate governance rules and the rules relating to primary information providers.1639

1639

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

7EG

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 agent9 of that person.

employees' share scheme

has the same meaning as in section 116615 of the Companies Act 200615.7

668668

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

4040

62

406040

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 PRR53) 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

36123636

(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.

36123636

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 Handbook60.28

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]5452

Host Member State or Host State

[deleted]5452

52

52

39

36independent director

a director whom an applicant49 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 Regulation45.

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

3340

(b)

(for the purposes of COBS 4.12B63 and the definitions of non-mainstream pooled investment and packaged product only)52 is resident in an EEA State52and would qualify for such approval if resident in the United Kingdom.

60

issuer

any company or other legal person or undertaking (including a public sector issuer), any class of whose securities has been admitted to listing33 or is the subject of an application for admission to listing33.

3333

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 securitieslisted.

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) rules16relating to admission to the official list.

1616

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

43Market 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 issuers62.

404030

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 person36who 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.

668668

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 test22 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 Regulation45.

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'ssecurities 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 shares20 (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 shares20 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

2050

(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 shares21 (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.

50premium listing (sovereign controlled commercial company)

a premium listing of:

(a)

equity shares (other than those of a closed-ended investment fund58); 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

212139

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 Regulation53) 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 Regulation53) 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

3333

property

freehold, heritable or leasehold property.

property company

a company primarily engaged in property33 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.

52Prospectus 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.

53PRR

the Prospectus Regulation Rules sourcebook.

53PR Regulation

the UK version of54 Regulation number 2019/980 of the European Commission, which is part of UK law by virtue of the EUWA54.

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.

61717

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 Regulation53.

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 MiFIR52]33

333347947

regulatory information service or RIS

a primary information provider52

393941414141

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 securitisedderivative 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 PRA60 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

3333

53

scientific research based company

securities note

a securities note referred to in article 6(3) of the Prospectus Regulation53.

securitised derivative

an option or contract for differences which, in either case, is listed under LR 19 (including such an option or contract for differences33 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:

6681566815

(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

49shell 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 permission60 regime, this is sub-divided into:

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:

(k)

future (article 84); for the purposes of the permission regime, this is sub-divided into:

(l)

contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into:

(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).

59specified 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 listed32company or applicant33 or in relation to a particular transaction, and including all the sponsor's communications with the FCA33 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.

323233

standard listing

in relation to securities, means a listing that is not a premium listing.

58standard listing (open-ended investment company)

a standard listing of equity shares of an open-ended investment company.

20standard 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.

6681566815

substantial shareholder

as defined in LR 11.1.4A R.256

625

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 TakeoverPanel.

target

the subject of a class 1 transaction or reverse takeover28.

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 listedequity 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

3333

43

14

43

transferable security

(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFIR52, other than money-market instruments for the purposes of MiFIR52 which have a maturity of less than 12 months.

99

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

66866815

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.

18UK 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-code48.

4040484240

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.

53universal 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 debenture19 or government and public security.

59weighted voting rights shares

shares that carry more than one vote on one or more matters to be decided at a general meeting.

50sovereign 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.

50sovereign 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.

50State

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).

PERG 2.8.9GRP
Exclusions from the regulated activity of sending dematerialised instructions apply in relation to certain types of instructions sent in the operation of the system maintained under the Uncertificated Securities Regulations 2001 (SI 2001/3755). The various exclusions relate to the roles played by participating issuers, settlement banks and network providers (such as Internet service providers) and to instructions sent in connection with takeover offers (as long as specified conditions