Related provisions for PERG 8.14.38

LR 9.1.1R01/07/2005

1A company that has a primary listing of equity shares. must comply with all of the requirements of this chapter.

REC 3.15.5G21/06/2001

Specified investments (other than securities or options in relation to securities) falling within the same article in Part III of the Regulated Activities Order will normally be regarded as being assets of the same type. Securities falling within the same article in Part III of the Regulated Activities Order which may be given the same generic description (for example, shares admitted to the UK official list) will normally be regarded as being of the same type. Options in relation

DISP App 1.5.16G06/04/2008

23The issue of free shares or cash on a demutualisation, and additional bonuses and policy enhancements given by way of incentive to approve a reattribution or distribution of an inherited estate should, unless there is evidence to the contrary, be treated as relevant benefits for the purposes of DISP App 1.5.15 G. Whether additional bonuses and policy enhancements on a demutualisation are relevant benefits should be determined by applying the test in DISP App 1.5.15 G to each

FEES 4.2.11R01/06/2008

Table of periodic fees

1 Fee payer	2 Fee payable	3 Due date	4 Events occurring during the period leading to modified periodic fee
Any firm (except an ICVC or a UCITS qualifier)	As specified in FEES 4.3.1 R	(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 financial year, 30 days after the occurrence of that event, or if later the dates specified in FEES 4.3.6 R.	Firm receives permission; or Firm extends permission
Any firm which reports transactions3 to the FSA using the FSA's Direct Reporting System or FSA's Transaction Reporting System (see SUP 17) 3	FEES 4 Annex 3	(1) For transaction charges, the first working day of each month (2) For licence fees and enrolment charges, by the date set out on the relevant invoice	Not applicable
Persons who hold a certificate issued by the FSA under article 54 of the Regulated Activities Order (Advice given in newspapers etc.)	£1,000	(1) Unless (2) applies, on or before 30 April (2) If an event in column 4 occurs during the course of a financial year, 30 days after the occurrence of that event	Certificate issued to person by FSA under Article 54 RAO
Any manager of an authorised unit trust;	In relation to each unit trust the amount specified in FEES 4 Annex 4		Authorisation order is made in relation to the relevant scheme
Any ACD of an ICVC; and	In relation to each ICVC the amount specified in FEES 4 Annex 4
Persons who, under the constitution or founding arrangements of a recognised scheme, is responsible for the management of the property held for or within the scheme;	In relation to each recognised scheme the amount specified in FEES 4 Annex 4		The relevant scheme becomes a recognised collective investment scheme
		Not applicable
UK recognised body	FEES 4 Annex 6, part 1	(1) Unless (2) applies, by the due dates set out in FEES 4 Annex 6, part 1 (2) If the event in column 4 occurs during the course of a financial year, 30 days after the occurrence of that event	Recognition order is made.Modified periodic fee: (1) for a UK recognised investment exchange, 150,000; (2) for a UK recognised clearing house, 250,000.
Overseas recognised body	FEES 4 Annex 6, part 2	(1), unless (2) applies, 1 July. (2) If the event in column 4 occurs during the course of a financial year , 30 days after the occurrence of that event.	Recognition order is made.Modified periodic fee: (1) for an overseas investment exchange, 10,000; (2) for a overseas clearing house, 35,000.
Listed issuers (in LR) of shares, depositary receipts and securitised derivatives (in LR), unless the conditions set out below apply.3 The first condition is that the listed issuer, or a related entity, has already paid a periodic fee in respect of the period concerned. The second condition is that the listed issuer is subject to listing rules as a result of a reverse takeover, or that the listed issuer is a newly formed entity, created as a result of a restructuring.3	FEES 4 Annex 7	Within 30 days of the date of the invoice	Listed issuer 3 (in LR) becomes subject to listing rules 3
Sponsors	10,00010 per year for the period from 1 April to 31 March the following year (see Note)2	Within 30 days of the date of the invoice	Approval of sponsor
All non-listed issuers (in DTR) of shares, depositary receipts and securitised derivatives.6 6	FEES 4 Annex 8	Within 30 days of the date of the invoice	Non-listed issuer (in DTR) becomes subject to disclosure rules and transparency rules 6
6All firms reporting transactions in securitised derivatives to the FSA in accordance with SUP 17, and market operators who provide facilities for trading in securitised derivatives.	FEES 4 Annex 9 R	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

LR 4.2.4R01/07/2005

The following minimum information from the PD Regulation must be included in listing particulars:(1) for an issue of bonds including bonds convertible into the issuer's shares or exchangeable into a third party issuer'sshares or derivative securities, irrespective of the denomination of the issue, the minimum information required by the schedules applicable to debt and derivative securities with a denomination per unit of at least 50,000 euros;(2) the additional information required by

PR 5.5.3R01/07/2005

(1) This rule applies to a prospectus relating to:(a) equity shares;(b) warrants or options to subscribe for equity shares, that are issued by the issuer of the equity shares; and(c) other transferable securities that have similar characteristics to transferable securities referred to in paragraphs (a) or (b).(2) Each of the following persons are responsible for the prospectus:(a) the issuer of the transferable securities;(b) if the issuer is a body corporate:(i) each person who

REC 2.5.1UK01/11/2007

Schedule to the Recognition Requirements Regulations, paragraph 3

2(1)	The [UK RIE] must ensure that the systems and controls used in the performance of its [relevant functions] are adequate, and appropriate for the scale and nature of its business.
(2)	Sub-paragraph (1) applies in particular to systems and controls concerning -
	(a)	the transmission of information;
	(b)	the assessment, mitigation and management of risks to the performance of the [UK RIE's relevant functions];
	(c)	the effecting and monitoring of transactions on the [UK RIE];
	(ca)	the technical operation of the [UK RIE], including contingency arrangements for disruption to its facilities;
	(d)	the operation of the arrangements mentioned in paragraph 4(2)(d); and
	(e)	(where relevant) the safeguarding and administration of assets belonging to users of the [UK RIE's] facilities.

MAR 1.4.6G01/07/2005

The following is an exampleof market abuse (improper disclosure):X, a director at B PLC has lunch with a friend, Y, who has no connection with B PLC or its advisers. X tells Y that his company has received a takeover offer that is at a premium to the current share price at which it is trading.

MAR 1.2.14G01/07/2005

For example, if a passenger on a train passing a burning factory calls his broker and tells him to sell shares in the factory's owner, the passenger will be acting on information which is generally available, since it is information which has been obtained by legitimate means through observation of a public event.

APER 3.1.9G01/12/2001

UK domestic firmslisted on the London Stock Exchange are subject to the Combined Code developed by the Committee on Corporate Governance, whose internal control provisions are amplified in the Guidance for Directorsissued by the Institute of Chartered Accountants in England and Wales. FSA-regulated firms in this category will thus be subject to that code as well as to the requirements and standards of the regulatory system. In forming an opinion whether approved persons have complied

DEPP 6.2.16G28/08/2007

The Listing Principles are set out in LR 7. The Listing Principles are a general statement of the fundamental obligations of listed companies. The Listing Principles derive their authority from the FSA's rule making powers set out in section 73A(1) (Part 6 Rules) of the Act. A breach of a Listing Principle will make a listed company liable to disciplinary action by the FSA.

COBS 5.1.11G01/11/2007

In the FSA's view, other examples of:(1) 'initial service agreement' include:(a) subscribing to an investment trust savings scheme; or(b) concluding a life policy, personal pension scheme or stakeholder pension scheme that includes a pre-selected option providing for future increases or decreases in regular premiums or payments; and(2) 'operations' include:(a) successive purchases or sales of shares under an investment trust savings scheme; and(b) subsequent index-linked changes

PERG 8.26.4G01/07/2005

Examples of a particular investment include:(1) securities – shares in ABC plc, Treasury 10% 2001 stock, XYZ plc warrants;(2) units in collective investment schemes - ABC smaller companies fund, XYZ Growth Trust;(3) exchange-traded derivatives - LME Copper Grade A 3 months, LIFFE Japanese Government bond, ABC plc traded options;(4) contractual investments, for example, futures and other contracts having specified terms and conditions such as duration, volume, interest rate or

DISP App 1.6.1G06/04/2008

If, exceptionally under the guidance at DISP App 1.5.13 G to DISP App 1.5.21 G, cash or shares derived from a corporate event are to be taken into account when assessing loss and redress, cash should be valued at the amount actually received and shares should be valued at their issue price. In both cases there should be no addition for interest.3434

FEES 1.1.2R01/06/2008

This manual applies in the following way:(1) FEES 1, 2 and 3 apply to:(a) every applicant for Part IV permission (including an incoming firm applying for top-up permission);(b) every Treaty firm that wishes to exercise a Treaty right to qualify for authorisation under Schedule 4 to the Act (Treaty rights), except those providing cross border services only,2 in respect of regulated activities for which it does not have an EEA right; (c) every applicant for a certificate under article

PR App 1.1.101/11/2007

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

Act	the Financial Services and Markets Act 2000.
admission to trading	admission to trading on a regulated market.
advertisement	(as defined in the PD Regulation) announcements:
	(1)	relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and
	(2)	aiming to specifically promote the potential subscription or acquisition of securities.
annual information update	the document referred to in PR 5.2.1 R.
applicant	an applicant for approval of a prospectus or supplementary prospectus relating to transferable securities.
asset backed security	(as defined in the PD Regulation) 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 thereunder; 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.
base prospectus	a base prospectus referred to in PR 2.2.7 R.
body 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;
building block	(as defined in the PD Regulation) a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up.
CARD	Consolidated Admissions and Reporting Directive.
CESR recommendations	the recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses no 809/2004 published by the Committee of European Securities Regulators.
collective investment undertaking other than the closed-end type	(in PR) (as defined in Article 2.1(o) of the prospectus directive) unit trusts and investment companies:
	(1)	the object of which is the collective investment of capital provided by the public, and which operate on the principle of risk-spreading;
	(2)	the units of which are, at the holder's request, repurchased or redeemed, directly or indirectly, out of the assets of these undertakings.
Consolidated Admissions and Reporting Directive	Directive 2001/34/EC 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.
credit institution	as defined in article 1(1) of the Banking Consolidation Directive.
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.
EEA State	(in accordance with paragraph 8 of Schedule 3 to the Act (EEA Passport Rights)) a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being; as at 1 May 2004, the following are the EEA States: Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, the Slovak Republic, Slovenia, Spain, Sweden and the United Kingdom.
equity security	(as defined in Article 2.1(b) of the prospectus directive) shares and other transferable securities equivalent to shares in companies, as well as any other type of transferable securities giving the right to acquire any of the aforementioned securities as a consequence of their being converted or the rights conferred by them being exercised, provided that securities of the latter type are issued by the issuer of the underlying shares or by an entity belonging to the group of the said issuer.
equity share	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.
executive procedures	the procedures relating to the giving of warning notices, decision notices and supervisory notices that are described in DEPP 4 (Decision by FSA staff under executive procedures)2. 2 2
FSA	the Financial Services Authority.
guarantee	(as defined in the PD Regulation) any arrangement intended to ensure that any obligation material to the issue will be duly serviced, whether in the form of guarantee, surety, keep well agreement, mono-line insurance policy or other equivalent commitment.
guarantor	a person that provides a guarantee.
Home State or Home Member State	(as defined in section 102C of the Act) in relation to an issuer of transferable securities, the EEA State which is the "home Member State" for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive).
Host State or Host Member State	(as defined in Article 2.1(n) of the prospectus directive) the EEA State where an offer to the public is made or admission to trading is sought, when different from the home State.
3	[deleted]3 3
3	[deleted]3 3
issuer	(as defined in section 102A of the Act) a legal person who issues or proposes to issue the transferable securities in question.
MiFID 3	The European Parliament and Council Directive on markets in financial instruments (No. 2004/39/EC). See also MiFID Regulation and MiFID implementing Directive.3
non-equity transferable securities	(as defined in section 102A of the Act) all transferable securities that are not equity securities.
	Note: In the prospectus directive and the PD Regulation, the Commission uses the term "non-equity securities" rather than "non-equity transferable securities".
offer	an offer of transferable securities to the public.
offer of transferable securities to the public	(as defined in section 102B of the Act), in summary:
	(a)	a communication to any person which presents sufficient information on: (i) the transferable securities to be offered, and (ii) the terms on which they are offered, to enable an investor to decide to buy or subscribe for the securities in question;
	(b)	which is made in any form or by any means;
	(c)	including the placing of securities through a financial intermediary;
	(d)	but not including a communication in connection with trading on: (i) a regulated market; (ii) a multilateral trading facility; or (iii) any market prescribed by an order under section 130A of the Act.
	Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act.
offering programme	(as defined in Article 2.1(k) of the prospectus directive) a plan which would permit the issuance of non-equity securities, including warrants in any form, having a similar type and/or class, in a continuous or repeated manner during a specified issuing period.
offeror	a person who makes an offer of transferable securities to the public.
overseas company	a company incorporated outside the United Kingdom.
Part 6 rules	(in accordance with section 73A(1) of the Act), rules made for the purposes of Part 6 of the Act.
PD	prospectus directive.
PD Regulation	Regulation number 809/2004 of the European Commission.
person	(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporated that is, a natural person, a legal person and, for example, a partnership).
PR	the Prospectus Rules sourcebook.
profit estimate	(as defined in the PD Regulation) 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 PD Regulation) 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.
property collective investment undertaking	(as defined in the PD Regulation) a collective investment undertaking whose investment objective is the participation in the holding of property in the long term.
prospectus	a prospectus required under the prospectus directive.
prospectus directive	the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC).
Prospectus Rules	(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities.
Public international body	(as defined in the PD Regulation) a legal entity of public nature established by an international treaty between sovereign States and of which one or more Member States are members.
qualified investor	(as defined in section 86(7) of the Act) :
	(a)	any entity falling within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the prospectus directive;
	(b)	An investor registered on the register maintained by the competent authority under section 87R;
	(c)	An investor authorised by an EEA State other than the United Kingdom to be considered as a qualified investor for the purposes of the prospectus directive.
register	register of qualified investors maintained by the FSA under section 87R of the Act.
registration document	a registration document referred to in PR 2.2.2 R.
regulated information	(as defined in the PD Regulation) all information which the issuer, or any person who has applied for the admission of securities to trading on a regulated market without the issuer’s consent, is required to disclose under Directive 2001/34/EC or under Article 6 of Directive 2003/6/EC.3
regulated market	a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments in the system and in accordance with its non-discretionary rules in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of MiFID.3
RIS	Regulatory Information Service.
risk factors	(as defined in the PD Regulation) a list of risks which are specific to the situation of the issuer and/or the securities and which are material for taking investment decisions.
rule	(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FSA under the Act.
schedule	(as defined in the PD Regulation) a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved.
securities issued in a continuous and repeated manner	(as defined in Article 2.1(l) of the prospectus directive) issues on tap or at least two separate issues of securities of a similar type and/or class over a period of 12 months.
securities note	a securities note referred to in PR 2.2.2 R.
small and medium-sized enterprise	(as defined in Article 2.1(f) of the prospectus directive) companies, which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: an average number of employees during the financial year of less than 250, a total balance sheet not exceeding €43,000,000 and an annual net turnover not exceeding €50,000,000.
special purpose vehicle	(as defined in the PD Regulation) an issuer whose objects and purposes are primarily the issue of securities.
statutory notice associated decision	a decision which is made by the FSA and which is associated with a decision to give a statutory notice, including a decision:
statutory notice decision	a decision by the FSA on whether or not to give a statutory notice.
	(a)	to determine or extend the period for making representations;
	(b)	to determine whether a copy of the statutory notice needs to be given to any third party and the period for him to make representations;
	(c)	to refuse access to FSA material;
	(d)	as to the information which it is appropriate to publish about the matter to which a final notice or an effective supervisory notice relates.
summary	(in relation to a prospectus) the summary included in the prospectus.
supplementary prospectus	a supplementary prospectus containing details of a new factor, mistake or inaccuracy.
transferable security	(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFID 3, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months. 3
	Note: In the prospectus directive and PD regulation, the Commission uses the term "security" rather than "transferable security".
umbrella collective investment scheme	(as defined in the PD Regulation) a collective investment undertaking invested in one or more collective investment undertakings, the asset of which is composed of separate class(es) or designation(s) of securities.
United Kingdom	England and Wales, Scotland and Northern Ireland (but not the Channel Islands or the Isle of Man).
units of a collective investment scheme	(as defined in Article 2.1(p) of the prospectus directive) securities issued by a collective investment undertaking as representing the rights of the participants in such an undertaking over its assets.
working day	(as defined in section 103 of the Act) any day other than a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom.

Related provisions for PERG 8.14.38

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Schedule to the Recognition Requirements Regulations, paragraph 3