Related provisions for SYSC 5.2.52

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

LR 2.2.3RRP
Other than in regard to securities to which LR 4 applies, to2 be listed, equity shares3 must be admitted to trading on a regulated market for listed securities5. All other securities must be admitted to trading on a 2RIE's market for listed securities.2322
EG 6.1.3RP
1Where it is investigating any matter, the FCA will, in exceptional circumstances, make a public announcement that it is doing so if it considers such an announcement is desirable to: (1) maintain public confidence in the financial system or the market; or (2) protect consumers or investors; or (3) prevent widespread malpractice; or (4) help the investigation itself, for example by bringing forward witnesses; or (5) maintain the smooth operation of the market. In deciding whether
MAR 10.5.1GRP
1Regulation 27 of the MiFI Regulations provides the FCA with the power to: (1) require a person to provide information including all relevant documentation, on, or concerning: (a) a position the person holds in a contract to which a position limit relates; and (b) trades the person has undertaken, or intends to undertake, in a contract to which a position limit relates; and (2) require an operator of a trading venue to provide information including all relevant documentation
GEN 4.1.1RRP
1This chapter applies to every firm and with respect to every regulated activity, except that:(1) [deleted]7(2) [deleted]7(3) [deleted]72(4) [deleted]752(5) only GEN 4.1 (Application) and5GEN 4.5 (Statements about authorisation and regulation by the appropriate regulator)9 apply5 in relation to MiFID or equivalent third country business and only where that MiFID or equivalent third country business is not business falling within paragraph 2 (Transactions between an MTF operator
FEES 1.1.2RRP
This manual applies in the following way:(1) FEES 1, 2 and 3 apply to the fee payers listed in column 1 of the Table of application, notification and vetting fees in FEES 3.2.7 R29. 1049(a) [deleted]1010(b) [deleted]1010(c) [deleted]1010(d) [deleted]1010(e) [deleted]10(f) [deleted]1010(g) [deleted]1010(h) [deleted]1010(i) [deleted]1010(j) [deleted]1010(k) [deleted]1010(l) [deleted]1010(m) [deleted]1010(n) [deleted]104(o) 3345410[deleted]10(p) 55410[deleted]10(q) 6510[deleted]10(r)
REC 2.4.6GRP
2In assessing whether the persons who effectively direct the business and operations of the UK RIE are of sufficiently good repute and sufficiently experienced to ensure the sound and prudent management and operation of the financial markets operated by 3it, the FCA4 may have regard to the repute and experience of the UK RIE'skey individuals.4
FEES 3.1.6EGRP
(1) 12Application fees for authorisation under regulation 7 of the DRS Regulations, and for operators of trading venues seeking verification of their compliance with Title V of MiFID14 under regulation 8 of the DRS Regulations and for variation of an authorisation under regulation 12 of the DRS Regulations are set out in the table at FEES 3.2.7R.(2) The fee depends on the number of data reporting services for which the firm is making an application.
EG App 3.3.3RP
1The key criterion should be that the suspected fraud is such that the direction of the investigation should be in the hands of those who would be responsible for any prosecution. The factors that are taken into account include: whether the amount involved is at least £1 million (this is simply an objective and recognisable signpost of seriousness and likely public concern rather than the main indicator of suitability);whether the case is likely to give rise to national publicity
PERG 8.36.6GRP

Table Application of Exemptions to Forms of Promotions

Financial Promotion Order

Applies to

Article No.

Title and PERG 8 reference (where applicable)

Unsolicited real time

Solicited real time

Non-real time

(solicited or unsolicited)

12

Communications to overseas recipients (8.12.2G)

*1

*

*

13

Communications from customers and potential customers (8.12.9G)

*

*

*

14

Follow up non-real time communications and solicited real time communications (8.12.10G)

*

*

15

Introductions (8.12.11G)

*

*

*1

16

Exempt persons (8.12.12G)

*2

*3

*3

17

Generic promotions (8.12.14G and 8.21.4G)

*

*

*

17A1

Communications caused to be made or directed by unauthorised persons (8.6.7AG)

*

*

*

18

Mere conduits (8.12.18G)

*

*

*

18A

Outgoing electronic commerce communications: mere conduits, caching and hosting (8.12.18G)1

*

*

*

19

Investment professionals (8.12.21G and 8.21.5G)

*

*

*

20

Communications by journalists (8.12.23G)

*

20A

Promotion broadcast by company director etc (8.12.23G and 8.21.6G)

*

*

*

12

12

12

12

12

22

Deposits : non-real time communications (8.13)

*

23

Deposits : real time communications (8.13)

*

*

24

Relevant insurance activity : non-real time communications (8.13)

*

25

Relevant insurance activity : non-real time communications : reinsurance and large risks (8.13)

*

26

Relevant insurance activity : real time communications (8.13)

*

*

28

One-off non-real time communications and solicited real time communications (8.14.3G)

*

*

28A

One-off unsolicited real time communications (8.14.11G)

*

28B1

Real time communications: introductions in connection with qualifying credit (8.17.12G)

*

*

29

Communications required or authorised by enactments

*

*

*

30

Overseas communicators: solicited real time communications (8.14.15G)

*

31

Overseas communicators: non-real time communications to previously overseas customers (8.14.17G)

*

32

Overseas communicators: unsolicited real time communications to previously overseas customers (8.14.16G)

*

33

Overseas communicators: unsolicited real time communications to knowledgeable customers (8.14.16G)

*

34

Governments, central banks etc

*

*

35

Industrial and provident societies

*

*

12

12

12

12

37

Financial markets

*

*

38

Persons in the business of placing promotional material

*

*

*

39

Joint enterprises (8.14.19G)

*

*

*

40

Participants in certain recognised collective investment schemes

*

*

41

Bearer instruments: promotions required or permitted by market rules (8.14.42G)

*

*

42

Bearer instruments: promotions to existing holders (8.14.42G)

*

*

43

Members and creditors of certain bodies corporate (8.14.41G and 8.21.8G)

*

*

44

Members and creditors of open-ended investment companies

*

*

45

Group companies

*

*

*

46

Qualifying credit to bodies corporate (8.17.10G)1

*

*

*10

1046A

Promotions of credit etc. for business purposes (8.17-A.10G)

*

*

*

47

Persons in the business of disseminating information (8.21.10G)

*

*

*

48

High15 net worth individuals (8.14.21G)

*

*

49

High net worth companies, unincorporated associations etc (8.14.25G)

*

*

*

50

Sophisticated investors (8.14.27G)

*

*

*

50A

Self-certified sophisticated investors {8.14.28AG)

*5

*

*

51

Associations of high net worth or sophisticated investors (8.14.29G)

*

*

52

Common interest group of a company (8.14.30G)

*

*

53

Settlors, trustees and personal representatives

*

*

*

54

Beneficiaries of trust, will or intestacy

*

*

*

55

Communications by members of professions (8.15.1G)

*

*

55A

Non-real time communication by members of the professions. (8.15.5G)

*

56

Remedy following report by Parliamentary Commissioner for Administration

*

*

*

57

Persons placing promotional material in particular publications

*

*

*

58

Acquisition of interest in premises run by management companies

*

*

59

Annual accounts and directors' report (8.21.11G)

*

*

*

60

Participation in employee shares schemes

*

*

*

61

Sale of goods and supply of services

*

*

62

Sale of body corporate (8.14.35G)

*

*

*

64

Takeovers of relevant unlisted companies

*

*

*

65

Takeovers of relevant unlisted companies: warrants etc

*

*

*

66

Takeovers of relevant unlisted companies: application forms

*

*

*

67

Promotions required or permitted by market rules (8.21.13G)

*

*

68

Promotions in connection with admission to certain EEA markets (8.21.16G)

*

*

69

Promotions of securities already admitted to certain markets (8.21.17G)

*

*1

701

Promotions included in listing particulars etc (8.21.20G)1

*1

711

Material relating to prospectus for public offer of unlisted securities

*1

721

Pension products offered by employers (8.14.40AG8)

*

*

*

872A

Pension product offers communicated to employees by third parties (8.14.40AAG)

*

*

*

872B

Insurance product offers communicated to employees by employers (8.14.40ABG)

*

*

*

872C

Insurance products offers communicated to employees by third parties (8.14.40ACG)

*

*

*

872D

Staff mortgage offers communicated to employees by employers (8.14.40ADG)

*

*

*

872E

Staff mortgage offers communicated to employees by third parties (8.14.40AEG)

*

*

*10

1072F

Credit agreements offered to employees by employers

*

*

*

731

Advice centres (8.14.40B)

*

*

*

1 in limited circumstances only – see article 12(2) of the Financial Promotion Order

2 for the purpose of article 16 (2) only

3 for the purpose of article 16 (1) only1
SYSC 3.2.11AGRP
(1) 24A firm's arrangements should be such as to furnish its governing body with the information it needs to play its part in identifying, measuring, managing and controlling risks of regulatory concern. Three factors will be the relevance, reliability and timeliness of that information.(2) Risks of regulatory concern are those risks which relate to the fair treatment of the firm'scustomers, to the protection of consumers, to effective competition and to the integrity of the UK
LR 9.5.10AGRP
8On each occasion that the listed company plans to use an on-screen intra-day price it should discuss the source of the price in advance with the FCA. The FCA may be satisfied that there is sufficient justification for its use if the alternative market has an appropriate level of liquidity and the source is one that is widely accepted by the market.
SYSC 10A.1.4RRP
This chapter does not apply to the carrying on of: (1) activities between operators and depositaries, of the same fund (when acting in that capacity); or(2) energy market activity and oil market activity which is not MiFID or equivalent third country business but which, if the firm carrying it on were not authorised, would not be a regulated activity because of article 16 of the Regulated Activities Order (Dealing in contractually based investments) or article 22 of the Regulated
COLL 6.12.9RRP
(1) An authorised fund manager of a UCITS scheme 6 must adopt adequate and effective arrangements, processes and techniques in order to:(a) measure and manage at any time the risks to which that UCITS is or might be exposed; and(b) ensure compliance with limits concerning global exposure and counterparty risk, in accordance with COLL 5.2.11B R (Counterparty risk and issuer concentration) and COLL 5.3 (Derivative exposure).(2) For the purposes of (1), the authorised fund manager
BIPRU 7.3.38RRP
A qualifying equity index is one which is traded on a recognised investment exchange or a designated investment exchange and:(1) is listed in the table in BIPRU 7.3.39R; or(2) is not listed in the table in BIPRU 7.3.39R, but is constructed in such a way that:(a) it contains at least 20 equities;(b) no single equity represents more than 20% of the total index; and(c) no five equities combined represent more than 60% of the total index.
CREDS 3A.5.1RRP
(1) 1The requirements in this section apply:(a) (excluding the requirements in CREDS 3A.5.6R and CREDS 3A.5.7R) to a firm when dealing in or arranging a deal in a deferred share with or for a relevant credit union client where the relevant credit union client is to enter into the deal as buyer; and(b) (excluding the requirements in CREDS 3A.5.3R to CREDS 3A.5.5R) to a firm when:(i) communicating a direct offer financial promotion relating to credit union subordinated debt to a
DTR 6.2.1RRP
This section applies to:(1) an issuer whose transferable securities are admitted to trading; and4(2) a person who has requested, without the issuer's consent, the admission of its transferable securities to trading on a regulated market.
REC 2.16A.1UKRP

Schedule to the Recognition Requirements Regulations, Paragraph 9A-9H3

1(1)

[A UK RIE] operating a multilateral trading facility or an organised trading facility3 must also operate a regulated market3.

(2)

An exchange5 operating a multilateral trading facility or an organised trading facility3 must comply with those requirements of-

(a)

any provisions of the law of the United Kingdom relied on by the United Kingdom before IP completion day to implement Chapter 1 of Title II of the markets in financial instruments directive—5

3

(i)

as they have effect on 1 December 20216, in the case of rules made by the FCA under the Act; and5

(ii)

as amended from time to time, in all other cases;5

(b)

any EU regulation originally made under Chapter 1 of the markets in financial instruments directive which is retained direct EU legislation, or any subordinate legislation (within the meaning of the Interpretation Act 1978) made under those provisions on or after IP completion day;5

3

which are applicable to a market operator35operating such a facility.

(3)

The requirements of this paragraph do not apply for the purposes of section 292(3)(a) of the Act (requirements for overseas investment exchanges and overseas clearing houses).

(4)3

A [UK RIE] operating a multilateral trading facility or organised trading facility must provide the FCA with a detailed description of -

(a)

the functioning of the multilateral trading facility or organised trading facility;

(b)

any links to another trading venue owned by the same [UK RIE] or to a systematic internaliser owned by the same exchange; and

(c)

a list of the facility’s members, participants and users.

[Note:MiFID ITS 19 prescribes the content and format of the description of the functioning of a MTF or OTF to be provided to the FCA]3

(5)3

Any multilateral trading facility or an organised trading facility operated by the [UK RIE] must have at least three materially active members or users who each have the opportunity to interact with all the others in respect of price formation.

Paragraph 9B – Specific requirements for multilateral trading facilities: execution of orders3

(1)3

A [UK RIE] must have non-discretionary rules for the execution of orders on a multilateral trading facility operated by it.

(2)3

A [UK RIE] must not on a multilateral trading facility operated by it -

(a)

execute any client orders against its proprietary capital; or

(b)

engage in matched principal trading.

Paragraph 9C – Specific requirements for multilateral trading facilities: access to a facility3

The rules of the [UK RIE] about access to, or membership of, a multilateral trading facility regulated market operated by it must permit the [UK RIE] to give access to or admit to membership to (as the case may be) only -3

(a)

an investment firm which has permission under Part 4A of the Act to carry on a regulated activity which is an investment service or activity5;

(b)

a qualifying credit institution that has Part 4A permission to carry on the regulated activity of accepting deposits.5

(c)

a person who –

(i)

is of sufficient good repute;

(ii)

has a sufficient level of trading ability, and competence and experience;

(iii)

where applicable, has adequate organisational arrangements; and

(iv)

has sufficient resources for the role it is to perform, taking account of the financial arrangements the [UK RIE] has established in order to guarantee the adequate settlement transactions.

Paragraph 9D – Specific requirements for multilateral trading facilities: disclosure3

(1)3

The rules of the [UK RIE] must provide that where it, without obtaining the consent of the issuer, admits to trading on a multilateral trading facility operated by it a transferable security which has been admitted to trading on a regulated market, the [UK RIE] may not require the issuer of that security to demonstrate compliance with the disclosure obligations.

(2)3

The [UK RIE] must maintain arrangements to provide sufficient publicly available information (or satisfy itself that sufficient information is publicly available) to enable users of a multilateral trading facility operated by it to form investment judgements, taking into account both the nature of the users and the types of instruments traded.

(3)3

In this paragraph, “the disclosure obligations” has the same meaning as in paragraph 9ZB.

Paragraph 9E – SME growth markets3

(1)3

A [UK RIE] operating an SME growth market5 (an “exchange-operated SME growth market”) must comply with rules made by the FCA for the purposes of this paragraph as they have effect on IP completion day5.

[Note:REC 2.16A.1D]4

(2)3

An exchange-operated SME growth market must not admit to trading a financial instrument which is already admitted to trading on another SME growth market unless the issuer of the instrument has been informed of the proposed admission to trading and has not objected.

(3)3

Where an exchange-operated SME growth market exchange admits a financial instrument to trading in the circumstances of paragraph (2), that exchange-operated SME growth market may not require the issuer of the financial instrument to demonstrate compliance with -

(a)

any obligation relating to corporate governance, or

(b)

the disclosure obligations.

(4)3

In this paragraph, “the disclosure obligations” has the same meaning as in paragraph 9ZB.

Paragraph 9F – Specific requirements for organised trading facilities: execution of orders3

(1)3

[A UK RIE] operating an organised trading facility must -

(a)

execute orders on that facility on a discretionary basis in accordance with sub-paragraph (4);

(b)

not execute any client orders on that facility against its proprietary capital or the proprietary capital of any entity that is part of the same group or legal person as the [UK RIE] unless in accordance with sub-paragraph (2);

(c)

not operate a systematic internaliser within the same legal entity;

(d)

ensure that the organised trading facility does not connect with a systematic internaliser in a way which enables orders in an organised trading facility and orders or quotes in a systematic internaliser to interact; and

(e)

ensure that the organised trading facility does not connect with another organised trading facility in a way which enables orders in different organised trading facilities to interact.

(2)3

A [UK RIE] may only engage in -

(a)

matched principal trading on an organised trading facility operated by it in respect of-

(i)

bonds,

(ii)

structured finance products,

(iii)

emission allowances,

(iv)

derivatives which have not been declared subject to the clearing obligation in accordance with Article 5 of the EMIR regulation,

where the client has consented to that; or

(b)

dealing on own account on an organised trading facility operated by it, otherwise than in accordance with sub-paragraph (a), in respect of sovereign debt instruments for which there is not a liquid market.

(3)3

If the [UK RIE] engages in matched principal trading in accordance with sub-paragraph (2)(a) it must establish arrangements to ensure compliance with the definition of matched principal trading5.

(4)3

The discretion which the [UK RIE] must exercise in executing a client order may only be the discretion mentioned in sub-paragraph (5) or in sub-paragraph (6) or both.

(5)3

The first discretion is whether to place or retract an order on the organised trading facility.

(6)3

The second discretion is whether to match a specific client order with other orders available on the organised trading facility at a given time, provided the exercise of such discretion is in compliance with specific instructions received from the client and in accordance with the [UK RIE’s] obligations under—5

(a)

section 11.2A of the Conduct of Business sourcebook;5

(b)

Articles 64 to 66 of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive;5

(c)

[deleted]6

5

(d)

[deleted]6

5

(7)3

Where the organised trading facility crosses client orders the [UK RIE] may decide if, when and how much of two or more orders it wants to match within the system.

(8)3

Subject to the requirements of this paragraph, with regard to a system that arranges transactions in non-equities, the [UK RIE] may facilitate negotiation between clients so as to bring together two or more comparable potentially trading interests in a transaction.

(9)3

The [UK RIE] must comply with rules made by the FCA as they have effect on 1 December 20216 as to how Articles 24, 25, 27 and 28 of the markets in financial instruments directive apply to its operation of an organised trading facility.

5

(10)3

Nothing in this paragraph prevents a [UK RIE] from engaging an investment firm to carry out market making on an independent basis on an organised trading facility operated by the [UK RIE]provided the investment firm does not have close links with the [UK RIE].

(11)3

In this paragraph -

“close links” has the meaning given in Article 2(1)(21) of the markets in financial instruments regulation;5

“investment firm” has the meaning given in Article 2(1A) of the markets in financial instruments regulation;5

“non-equities” means bonds, structured finance products, emissions allowances and derivatives traded on a trading venue to which Article 8(1) of the markets in financial instrument regulation applies.

Paragraph 9G – Specific requirements for organised trading facilities: disclosure3

(1)3

The rules of the [UK RIE] must provide that where it, without obtaining the consent of the issuer, admits to trading on an organised trading facility operated by it a transferable security which has been admitted to trading on a regulated market, the [UK RIE] may not require the issuer of that security to demonstrate compliance with the disclosure obligations.

(2)3

The [UK RIE] must maintain arrangements to provide sufficient publicly available information (or satisfy itself that sufficient information is publicly available) to enable users of the organised trading facility operated by it to form investment judgements, taking into account both the nature of the users and the types of instruments traded.

(3)3

In this paragraph, “the disclosure obligations” has the same meaning as in paragraph 9ZB.

Paragraph 9H – Specific requirements for organised trading facilities: FCA request for information3

(1)3

A [UK RIE] must, when requested to do so, provide the FCA with a detailed explanation in respect of an organised trading facility operated by it, or such a facility it proposes to operate, of -

(a)

why the organised trading facility does not correspond to and cannot operate as a multilateral trading facility, a regulated market or a systematic internaliser;

(b)

how discretion will exercised in executing client orders, and in particular when an order to the organized trading facility may be retracted and when and how two or more client orders will be matched within the facility; and

(c)

its use of matched principal trading.

(2)3

Any information required under sub-paragraph (1) must be provided to the FCA in the manner which it considers appropriate.
LR 19.2.3RRP
For a securitised derivative to be listed, its underlying instrument must be traded on a regulated, regularly operating, recognised open market, unless it is:(1) a currency; or(2) an index; or(3) an interest rate; or(4) a basket of any of the above.