Related provisions for SUP 11.7.1

401 - 416 of 416 items.

COLL 3.2.6R06/03/2010

This table belongs to COLL 3.2.4 R (Matters which must be included in the instrument constituting the scheme)

	Name of scheme
1	A statement of:
	(1)	the name of the authorised fund; and
	(2)	whether the authorised fund is a UCITS scheme or a non-UCITS retail scheme.
	Investment powers in eligible markets
2	A statement that, subject to any restriction in the rules in this sourcebook or the instrument constituting the scheme, the scheme has the power to invest in any eligible securities market or deal on any eligible derivatives market to the extent that power to do so is conferred by COLL 5 (Investment and borrowing powers).
	Unitholder's liability to pay
3	A provision that a unitholder is not liable to make any further payment after he has paid the price of his units and that no further liability can be imposed on him in respect of the units which he holds.
	Base currency
4	A statement of the base currency of the scheme.
	Valuation and pricing
5	A statement setting out the basis for the valuation and pricing of the scheme.
	Duration of the scheme
6	If the scheme is to be wound up after a particular period expires, a statement to that effect.
	Object of the scheme
7	A statement:
	(1)	as to the object of the scheme, in particular the types of investments and assets in which it and each sub-fund (where applicable) may invest; and
	(2)	that the object of the scheme is to invest in property of that kind with the aim of spreading investment risk and giving unitholders the benefits of the results of the management of that property.
27A	Where the authorised fund is a qualifying money market fund, a statement to that effect and a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund.
	5Property Authorised Investment Funds
57B	For a property authorised investment fund, a statement that:
	(1)	it is a property authorised investment fund;
	(2)	no body corporate may seek to obtain or intentionally maintain a holding of more than 10% of the net asset value of the fund; and
	(3)	in the event that the authorised fund manager reasonably considers that a body corporate holds more than 10% of the net asset value of the fund, the authorised fund manager is entitled to delay any redemption or cancellation of units in accordance with 18 if the authorised fund manager reasonably considers such action to be:
		(a) necessary in order to enable an orderly reduction of the holding to below 10%; and
		(b) in the interests of the unitholders as a whole.
	8Funds of alternative investment funds
87C	For a non-UCITS retail scheme operating as a FAIF, a statement that it is a fund of alternative investment funds.
	Government and public securities: investment in one issuer
8	Where relevant, for a UCITS scheme, a statement in accordance with COLL 5.2.12 R (Spread: government and public securities) as to the individual states or bodies in which over 35% of the value of the scheme may be invested in government and public securities.
	Classes of unit
9	A statement:
	(1)	specifying the classes of unit that may be issued, and for a scheme which is an umbrella, the classes that may be issued in respect of each sub-fund; and
	(2)	if the rights of any class of unit differ, a statement describing those differences in relation to the differing classes.
	Authorised fund manager's charges and expenses
10	A statement setting out the basis on which the authorised fund manager may make a charge and recover expenses out of the scheme property.
	Issue or cancellation directly through the ICVC or trustee
11	Where relevant, a statement authorising the issue or cancellation of units to take place through the ICVC or trustee directly.
	In specie issue and cancellation
12	Where relevant, a statement authorising payment for the issue or cancellation of units to be made by the transfer of assets other than cash.
	Restrictions on sale and redemption
13	Where relevant, the restrictions which will apply in relation to the sale and redemption of units under COLL 6.2.16 R (Sale and redemption).
	Voting at meetings
14	The manner in which votes may be given at a meeting of unitholders under COLL 4.4.8 R (Voting rights).
	Certificates
15	A statement:
	(1)	authorising the issue of bearer certificates if any, and how such holders are to identify themselves; and
	(2)	authorising the person responsible for the register to charge for issuing any document recording, or for amending, an entry on the register, other than on the issue or sale of units.
	Income
16	A statement setting out the basis for the distribution or re-investment of income.
	Income equalisation
17	Where relevant, a provision for income equalisation.
	Redemption or cancellation of units on breach of law or rules
18	A statement that where any holding of units by a unitholder is (or is reasonably considered by the authorised fund manager to be) an infringement of any law, governmental regulation or rule, those units must be redeemed or cancelled.
	ICVCs: larger and smaller denomination shares
19	A statement of the proportion of a larger denomination share represented by a smaller denomination share for any relevant unit class.
	ICVCs: resolution to remove a director
20	A statement that the ICVC may (without prejudice to the requirements of regulation 21 of the OEIC Regulations (The Authority's approval for certain changes in respect of a company), by a resolution passed by a simple majority of the votes validly cast for and against the resolution at a general meeting of unitholders, remove a director before his period of office expires, despite anything else in the ICVC's instrument of incorporation or in any agreement between the ICVC and that director.
	ICVCs: unit transfers
21	A statement that the person designated for the purposes of paragraph 4 of Schedule 4 to the OEIC Regulations (Share transfers) is the person who, for the time being, is the ACD of the ICVC.1 7
	ICVCs: Charges and expenses
22	A statement that charges or expenses of the ICVC may be taken out of the scheme property.
	AUTs: governing law for a trust deed
23	A statement that the trust deed is made under and governed by the law of England and Wales, Wales or Scotland or Northern Ireland.
	AUTs: trust deed to be binding and authoritative
24	A statement that the trust deed:
	(1)	is binding on each unitholder as if it had been a party to it and that it is bound by its provisions; and
	(2)	authorises and requires the trustee and the manager to do the things required or permitted of them by its terms.
	AUTs: declaration of trust
25	A declaration that, subject to the provisions of the trust deed and all rules made under section 247 of the Act (Trust scheme rules) and for the time being in force:
	(1)	the scheme property (other than sums standing to the credit of the distribution account) is held by the trustee on trust for the unitholders according to the number of units held by each unitholder or, where relevant, according to the number of undivided shares in the scheme property represented by the units held by each unitholder; and
	(2)	the sums standing to the credit of the distribution account are held by the trustee on trust to distribute or apply them in accordance with COLL 6.8 (Income: accounting, allocation and distribution).
	AUTs: trustee's remuneration
26	Where relevant, a statement authorising payments to the trustee by way of remuneration for its services to be paid (in whole or in part) out of the scheme property.
	AUTs: responsibility for the register
27	A statement identifying the person responsible under the rules for the maintenance of the register.
	3Investment in overseas4 property through an intermediate holding vehicle
328	3If investment in an overseas4 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles, a statement that the purpose of that intermediate holding vehicle or series of intermediate holding vehicles will be to enable the holding of overseas4 immovables by the scheme.

COLL 8.2.6R06/06/2008

This table belongs to COLL 8.2.5 R

1	Description of the authorised fund
	Information detailing:
	(1)	the name of the authorised fund;
	(2)	that the authorised fund is a qualified investor scheme; and
	(3)	in the case of an ICVC, whether the head office of the company is situated in England and Wales or Wales or Scotland or Northern Ireland.
3Property Authorised Investment Funds
1A	For a property authorised investment fund, a statement that:
	(1)	it is a property authorised investment fund;
	(2)	no body corporate may seek to obtain or intentionally maintain a holding of more that 10% of the net asset value of the fund; and
	(3)	in the event that the authorised fund manager reasonably considers that a body corporate holds more than 10% of the net asset value of the fund, the authorised fund manager is entitled to delay any redemption or cancellation of units in accordance with 6A if the authorised fund manager reasonably considers such action to be:
		(a)	necessary in order to enable an orderly reduction of the holding to below 10%; and
		(b)	in the interests of the unitholders as a whole.
2	Constitution
	The following statements:
	(1)	the scheme property of the scheme is entrusted to a depositary for safekeeping (subject to any exception permitted by the rules);
	(2)	if relevant, the duration of the scheme is limited and, if so, for how long;
	(3)	charges and expenses of the scheme may be taken out of scheme property;
	(4)	for an ICVC:
		(a)	what the maximum and minimum sizes of the scheme's capital are; and
		(b)	the unitholders are not liable for the debts of the company; and
	(5)	for an AUT:
		(a)	the trust deed:
			(i)	is made under and governed by the law of England and Wales, or the law of Scotland or the law of Northern Ireland;
			(ii)	is binding on each unitholder as if he had been a party to it and that he is bound by its provisions; and
			(iii)	authorises and requires the trustee and the manager to do the things required or permitted of them by its terms;
		(b)	subject to the provisions of the trust deed and all the rules made under section 247 of the Act (Trust scheme rules):
			(i)	the scheme (other than sums held to the credit of the distribution account) is held by the trustee on trust for the unitholders according to the number of units held by each unitholder or, where relevant, according to the number of individual shares in the scheme property represented by the units held by each unitholder; and
			(ii)	the sums standing to the credit of any distribution account are held by the trustee on trust to distribute or apply in accordance with COLL 8.5.15 R (Income);
		(c)	a Unitholder is not liable to make any further payment after he has paid the price of his units and that no further liability can be imposed on him in respect of the units he holds; and
		(d)	payments to the trustee by way of remuneration are authorised to be paid (in whole or in part) out of the scheme property.
3	Investment objectives
	A statement of the object of the scheme, in particular the types of investments and assets in which it and each sub-fund (where applicable) may invest and that the object of the scheme is to invest in property of that kind with the aim of spreading investment risk.
4	Units in the scheme
	A statement of:
	(1)	the classes of units which the scheme may issue, indicating, for a scheme which is an umbrella, which class or classes may be issued in respect of each sub-fund; and
	(2)	the rights attaching to units of each class (including any provisions for the expression in two denominations of such rights).
5	Limitation on issue of and redemption of units
	Details as to:
	(1)	the provisions relating to any restrictions on the right to redeem units in any class; and
	(2)	the circumstances in which the issue of the units of any particular class may be limited.
6	Income and distribution
	Details of the person responsible for the calculation, transfer, allocation and distribution of income for any class of unit in issue during the accounting period.
3Redemption or cancellation of units on breach of law or rules
6A	A statement that where any holding of units by a unitholder is (or is reasonably considered by the authorised fund manager to be) an infringement of any law, governmental regulation or rule, those units must be redeemed or cancelled.
7	Base currency
	A statement of the base currency of the scheme.
8	Meetings
	Details of the procedures for the convening of meetings and the procedures relating to resolutions, voting and the voting rights for unitholders.
9	Powers and duties of the authorised fund manager and depositary
	Where relevant, details of any function to be undertaken by the authorised fund manager and depositary which the rules in COLL require to be stated in the instrument constituting the scheme.
10	Termination and suspension
	Details of:
	(1)	the grounds under which the authorised fund manager may initiate a suspension of the scheme and any associated procedures; and
	(2)	the methodology for determining the rights of unitholders to participate in the scheme property on winding up.
110A	Investment in overseas2 property through an intermediate holding vehicle1
	If investment in an overseas2 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles, a statement that the purpose of that intermediate holding vehicle or series of intermediate holding vehicles will be to enable the holding of overseas2 immovables by the scheme.1
11	Other relevant matters
	Details of those matters which enable the scheme, authorised fund manager or depositary to obtain any privilege or power conferred by the rules in COLL which is not otherwise provided for in the instrument constituting the scheme.

REC 4.5.8G21/06/2001

Under section 166(7) of the Companies Act 1989, where a UK recognised body has taken action either of its own accord or in response to a direction, the FSA may direct it to do or not to do specific things subject to these being within the powers of the UK recognised body concerned under its default rules. However, the FSA cannot give such a direction unless it is satisfied that this will not impede or frustrate the proper and efficient conduct of the default proceedings.

SUP 13A.6.4G01/11/2007

Under the EEA Passport Rights Regulations, references in section 60 of the Act (applications for approval for persons to perform controlled functions) to "the authorised person concerned" include:33(1) an EEA MiFID investment firm whose Home State regulator has given a consent notice under paragraph 13 of Schedule 3 to the Act (see SUP 13A.4.1G (1) and SUP 13A.4.2 G) or a regulator's notice under paragraph 14 of that Schedule (see SUP 13A.5.3G (1)), and which will be the authorised

REC 2.16A.1UK01/11/2007

Schedule to the Recognition Requirements Regulations, Paragraph 9A

1(1)	[A UK RIE] operating a multilateral trading facility must also operate a regulated market.
(2)	[A UK RIE] operating a multilateral trading facility must comply with those requirements of-
	(a)	Chapter I of Title II of [MiFID], and
	(b)	MiFID implementing Directive,
	which are applicable to a market operator ... operating 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).

APER 3.1.4G28/08/2007

(1) An approved person will only be in breach of a Statement of Principle where he is personally culpable. Personal culpability arises where an approved person's conduct was deliberate or where the approved person's standard of conduct was below that which would be reasonable in all the circumstances (see DEPP 6.2.4 G (Action against approved persons under section 66 of the Act2)).2(2) For the avoidance of doubt, the Statements of Principle do not extend the duties of approved persons

INSPRU 1.2.28AG31/12/2006

A firm may include amounts recoverable from an ISPV in the cash flows to be valued in a prospective valuation if it obtains a waiver of INSPRU 1.2.28 R under section 148 of the Act. The conditions that will need to be met, in addition to the statutory tests under section 148(4) of the Act, before the FSA will consider granting such a waiver are set out in INSPRU 1.6.13 G to INSPRU 1.6.18 G.

COLL 4.2.5R06/10/2010

This table belongs to COLL 4.2.2 R (Publishing the prospectus).

Document status
1	A statement that the document is the prospectus of the authorised fund valid as at a particular date (which shall be the date of the document).
Authorised fund
2	A description of the authorised fund including:
	(a)	its name;
	(b)	whether it is an ICVC or an AUT and that:
		(i)	unitholders are not liable for the debts of the authorised fund;
		(ii)	for an ICVC, a statement that the sub-funds of a scheme which is an umbrella are not 'ring fenced' and in the event of the umbrella being unable to meet liabilities attributable to any particular sub-fund out of the assets attributable to that sub-fund, that the remaining liabilities may have to be met out of the assets attributable to other sub-funds;
	3(ba)	whether it is a UCITS scheme or a non-UCITS retail scheme;
	(c)	for an ICVC, the address of its head office and the address of the place in the United Kingdom for service on the ICVC of notices or other documents required or authorised to be served on it;
	(d)	the effective date of the authorisation order made by the FSA and relevant details of termination, if the duration of the authorised fund is limited;
	(e)	its base currency;
	(f)	for an ICVC, the maximum and minimum sizes of its capital; and
	(g)	the circumstances in which it may be wound up under the rules and a summary of the procedure for, and the rights of unitholders under, such a winding up
Investment objectives and policy
3	The following particulars of the investment objectives and policy of the authorised fund:
	(a)	the investment objectives, including its financial objectives;
	(b)	the authorised fund's investment policy for achieving those investment objectives, including the general nature of the portfolio and, if appropriate, any intended specialisation;
	(c)	an indication of any limitations on that investment policy;
	(d)	the description of assets which the capital property may consist of;
	(e)	the proportion of the capital property which may consist of an asset of any description;
	(f)	the description of transactions which may be effected on behalf of the authorised fund and an indication of any techniques and instruments or borrowing powers which may be used in the management of the authorised fund;
	(g)	a list of the eligible markets through which the authorised fund may invest or deal in accordance with COLL 5.2.10 R (2)(b) (Eligible markets: requirements);
	(h)	for an ICVC, a statement as to whether it is intended that the scheme will have an interest in any immovable property or movable property ((in accordance with COLL 5.6.4 R (2) (Investment powers: general) or COLL 5.2.8 R (2) (UCITS schemes: general)) for the direct pursuit of the ICVC's business;
	(i)	where COLL 5.2.12 R (3) (Spread: government and public securities) applies, a prominent statement as to the fact that more than 35% of the scheme property is or may be invested in government and public securities and the names of the individual states, local authorities or public international bodies in whose securities the authorised fund may invest more than 35% of the scheme property;


	(k)	for an authorised fund which may invest in other schemes, the extent to which the scheme property may be invested in the units of schemes which are managed by the authorised fund manager or by its associate;
14	(ka)	where a scheme is a feeder scheme, which (in respect of investment in units in collective investment schemes) is dedicated to units in a single collective investment scheme, details of the master scheme and the minimum (and, if relevant, maximum) investment that the feeder scheme may make in it;
	(l)	where a scheme invests principally in scheme units, deposits or derivatives, or replicates an index in accordance with COLL 5.2.31 R or COLL 5.6.23 R (Schemes replicating an index), a prominent statement regarding this investment policy;
	(m)	where derivatives transactions may be used in a scheme, a prominent statement as to whether these transactions are for the purposes of efficient portfolio management (including10hedging)10 or meeting the investment objectives or both and the possible outcome of the use of derivatives on the risk profile of the scheme;
	(n)	information concerning the profile of the typical investor for whom the scheme is designed;
	(o)	information concerning the historical performance of the scheme presented in accordance with COBS 4.6.2 R (the rules on past performance);6 6
	(p)	for a non-UCITS retail scheme which invests in immovables, a statement of the countries or territories of situation of land or buildings in which the authorised fund may invest;
	(q)	for a UCITS scheme which invests a substantial portion of its assets in other schemes, a statement of the maximum level of management fees that may be charged to that UCITS scheme and to the schemes in which it invests;
	5(qa)	where the authorised fund is a qualifying money market fund, a statement to that effectand a statement that the authorised fund's investment objectives and policies will meet the conditions specified in the definition of qualifying money market fund;
	(r)	where the net asset value of a UCITS scheme is likely to have high volatility owing to its portfolio composition or the portfolio management techniques that may be used, a prominent statement to that effect; and
	(s)	for a UCITS scheme, a statement that any unitholder may obtain on request the types of information (which must be listed) referred to in COLL 4.2.3R (3) (Availability of prospectus and long report).
Reporting, distributions and accounting dates
4	Relevant details of the reporting, accounting and distribution information which includes:
	(a)	the accounting and distribution dates;
	(b)	procedures for:
		(i)	determining and applying income (including how any distributable income is paid);
		(ii)	unclaimed distributions; and
		(iii)	if relevant, calculating, paying and accounting for income equalisation;
	(c)	the accounting reference date and when the long report will be published in accordance with COLL 4.5.14 R (Publication and availability of annual and half-yearly long report); and
	(d)	when the short report will be sent to unitholders in accordance with COLL 4.5.13 R (Provision of short report).
Characteristics of the units
5	Information as to:
	(a)	where there is more than one class of unit in issue or available for issue, the name of each such class and the rights attached to each class in so far as they vary from the rights attached to other classes;
	(b)	where the instrument constituting the scheme provides for the issue of bearer certificates, that fact and what procedures will operate for them;
	(c)	how unitholders may exercise their voting rights and what these amount to;
	(d)	where a mandatory redemption, cancellation or conversion of units from one class to another may be required, in what circumstances it may be required; and
	(e)	for an AUT, the fact that the nature of the right represented by units is that of a beneficial interest under a trust.
Authorised fund manager
6	The following particulars of the authorised fund manager:
	(a)	its name;
	(b)	the nature of its corporate form;
	(c)	the date of its incorporation;
	(d)	the address of its registered office;
	(e)	the address of its head office, if that is different from the address of its registered office;
	(f)	if neither its registered office nor its head office is in the United Kingdom, the address of its principal place of business in the United Kingdom;
	(g)	if the duration of its corporate status is limited, when that status will or may cease; and
	(h)	the amount of its issued share capital and how much of it is paid up.
Directors of an ICVC, other than the ACD
7	Other than for the ACD:
	(a)	the names and positions in the ICVC of any other directors (if any); and
	(b)	the manner, amount and calculation of the remuneration of such directors.
Depositary
8	The following particulars of the depositary:
	(a)	its name;
	(b)	the nature of its corporate form;
	(c)	the address of its registered office;
	(d)	the address of its head office, if that is different from the address of its registered office;
	(e)	if neither its registered office nor its head office is in the United Kingdom, the address of its principal place of business in the United Kingdom; and
	(f)	a description of its principal business activity.
Investment adviser
9	If an investment adviser is retained in connection with the business of an authorised fund:
	(a)	its name; and
	(b)	where it carries on a significant activity other than providing services to the authorised fund as an investment adviser, what that significant activity is.
Auditor
10	The name of the auditor of the authorised fund.
Contracts and other relationships with parties
11	The following relevant details:
	(a)	for an ICVC:
		(i)	a summary of the material provisions of the contract between the ICVC and the ACD 3 which may be relevant to unitholders including provisions (if any) relating to remuneration, termination, compensation on termination and indemnity; 3
		(ii)	the main business activities of each of the directors (other than those connected with the business of the ICVC) where these are of significance to the ICVC's business;
		(iii)	if any director is a body corporate in a group of which any other corporate director of the ICVC is a member, a statement of that fact; 3
		(iv)	the main terms of each contract of service between the ICVC and a director in summary form; and3
		3(v)	for an ICVC that does not hold annual general meetings, a statement that copies of contracts of service between the ICVC and its directors, including the ACD, will be provided to a unitholder on request;
	(b)	the names of the directors of the authorised fund manager and the main business activities of each of the directors (other than those connected with the business of the authorised fund) where these are of significance to the authorised fund's business;
	(c)	a summary of the material provisions of the contract between the ICVC or the manager of the AUT and the depositary which may be relevant to unitholders, including provisions relating to the remuneration of the depositary;
	(d)	if an investment adviser retained in connection with the business of the authorised fund is a body corporate in a group of which any director of the ICVC or the manager of the AUT is a member, that fact;
	(e)	a summary of the material provisions of any contract between the authorised fund manager or the ICVC and any investment adviser which may be relevant to unitholders;
	(f)	if an investment adviser retained in connection with the business of the authorised fund has the authority of the authorised fund manager or the ICVC to make decisions on behalf of the authorised fund manager or the ICVC, that fact and a description of the matters in relation to which it has that authority;
	(g)	what functions (if any) the authorised fund manager has delegated and to whom; and
	(h)	in what capacity (if any), the authorised fund manager acts in relation to any other regulated collective investment schemes 2 and the name of such schemes. 2
Register of Unitholders
12	Details of:
	(a)	the address in the United Kingdom where the register of unitholders, and where relevant the plan register is kept and can be inspected by unitholders; and
	(b)	the registrar's name and address.
Payments out of scheme property
13	In relation to each type of payment from the scheme property, details of:
	(a)	who the payment is made to;
	(b)	what the payment is for;
	(c)	the rate or amount where available;
	(d)	how it will be calculated and accrued;
	(e)	when it will be paid; and
	(f)	where a performance fee is taken, examples of its operation in plain English and the maximum it can amount to.
Allocation of payments
14	If, in accordance with COLL 6.7.10 R4 (Allocation of payments to income or capital), the authorised fund manager and the depositary have agreed that all or part of any income expense payments may be treated as a capital expense:
	(a)	that fact;
	(b)	the policy for allocation of these payments; and
	(c)	a statement that this policy may result in capital erosion or constrain capital growth.
Moveable and immovable property (ICVC only)
15	An estimate of any expenses likely to be incurred by the ICVC in respect of movable and immovable property in which the ICVC has an interest.
Valuation and pricing of scheme property
16	In relation to the valuation of scheme property and pricing of units 1: 1
	(a)	either:1 1
		(i)	in the case of a single-priced authorised fund,1 a provision that there must be only a single price for any unit as determined from time to time by reference to a particular valuation point; or1
		(ii)	1in the case of a dual-priced authorised fund, the authorised fund manager's policy for determining prices for the sale and redemption of units by reference to a particular valuation point and an explanation of how those prices may differ;
	(b)	details of:
		(i)	how the value of the scheme property is to be determined in relation to each purpose for which the scheme property must be valued;
		(ii)	how frequently and at what time or times of the day the scheme property will be regularly valued for dealing purposes and a description of any circumstance in which the scheme property may be specially valued;
		(iii)	where relevant, how the price of units of each class will be determined for dealing purposes; 1
		(iv)	where and at what frequency the most recent prices will be published; and
		(v)	1where relevant in the case of a dual-priced authorised fund, the authorised fund manager's policy in relation to large deals; and
	(c)	if provisions in (a) and (b) do not take effect when the instrument constituting the scheme or (where appropriate) supplemental trust deed takes effect, a statement of the time from which those provisions are to take effect or how it will be determined.
Dealing
17	The following particulars:
	(a)	the procedures, the dealing periods and the circumstances in which the authorised fund manager will effect:
		(i)	the sale and redemption of units and the settlement of transactions (including the minimum number or value of units which one person may hold or which may be subject to any transaction of sale or redemption) for each class of unit in the authorised fund; and
		(ii)	any direct issue or cancellation of units by an ICVC or by the trustee (as appropriate) through the authorised fund manager in accordance with COLL 6.2.7R (2) (Issue and cancellation of units through an authorised fund manager);
	(b)	the circumstances in which the redemption of units may be suspended;
	(c)	whether certificates will be issued in respect of registered units;
	(d)	the circumstances in which the authorised fund manager may arrange for, and the procedure for the issue or cancellation of units in specie;
	(e)	the investment exchanges (if any) on which units in the scheme are listed or dealt;
	(f)	the circumstances and conditions for issuing units in an authorised fund which limit the issue of any class of units in accordance with 13COLL 6.2.18 R13 (Limited issue);
	(g)	the circumstances and procedures for the limitation or deferral of redemptions in accordance with 13COLL 6.2.19 R13 (Limited redemption) or 13COLL 6.2.21 R13 (Deferred redemption); 12
	(h)	in a prospectus available during the period of any initial offer:
		(i)	the length of the initial offer period;
		(ii)	the initial price of a unit, which must be in the base currency;
		(iii)	the arrangements for issuing units during the initial offer, including the authorised fund manager's intentions on investing the subscriptions received during the initial offer;
		(iv)	the circumstances when the initial offer will end;
		(v)	whether units will be sold or issued in any other currency; and12
		(vi)	any other relevant details of the initial offer 12; and12
	(i)	whether a unitholder may effect transfer of title to units on the authority of an electronic communication and if so the conditions that must be satisfied in order to effect a transfer.12
Dilution
18	In the case of a single-priced authorised fund, details1 of what is meant by dilution including:
	(a)	a statement explaining:
		(i)	that it is not possible to predict accurately whether dilution is likely to occur; and
		(ii)	which of the policies the authorised fund manager is adopting under COLL 6.3.8 (1) (Dilution) together with an explanation of how this policy may affect the future growth of the authorised fund; and
	(b)	if the authorised fund manager may require a dilution levy or make a dilution adjustment, a statement of:
		(i)	the authorised fund manager's policy in deciding when to require a dilution levy, including the authorised fund manager's policy on large deals, or when to make a dilution adjustment;
		(ii)	the estimated rate or amount of any dilution levy or dilution adjustment based either on historical data or future projections; and
		(iii)	the likelihood that the authorised fund manager may require a dilution levy or make a dilution adjustment and the basis (historical or projected) on which the statement is made.
SDRT provision
19	An explanation of:
	(a)	what is meant by stamp duty reserve tax, SDRT provision and large deals; and
	(b)	the authorised fund manager's policy on imposing an SDRT provision including its policy on large deals, and the occasions, and the likely frequency of the occasions, in which an SDRT provision may be imposed and the maximum rate of it (a usual rate may also be stated).
Forward and historic pricing
20	The authorised fund manager's normal basis of pricing under COLL 6.3.9 (Forward and historic pricing).
Preliminary charge
21	Where relevant, a statement authorising the authorised fund manager to make a preliminary charge and specifying the basis for and current amount or rate of that charge.
Redemption charge
22	Where relevant, a statement authorising the authorised fund manager to deduct a redemption charge out of the proceeds of redemption; and if the authorised fund manager makes a redemption charge:
	(a)	the current amount of that charge or if it is variable, the rate or method of calculating it;
	(b)	if the amount, rate or method has been changed, that details of any previous amount, rate or method may be obtained from the authorised fund manager on request; and
	(c)	how the order in which units acquired at different times by a unitholder is to be determined so far as necessary for the purposes of the imposition of the redemption charge.
9Property Authorised Investment Funds
922A	For a property authorised investment fund, a statement that:
	(1)	it is a property authorised investment fund;
	(2)	no body corporate may seek to obtain or intentionally maintain a holding of more that10% of the net asset value of the fund; and
	(3)	in the event that the authorised fund manager reasonably considers that a body corporate holds more than 10% of the net asset value of the fund, the authorised fund manager is entitled to delay any redemption or cancellation of units if the authorised fund manager reasonably considers such action to be:
		(a)	necessary in order to enable an orderly reduction of the holding to below 10%; and
		(b)	in the interests of the unitholders as a whole.
14Funds of alternative investment funds
1422B	For a non-UCITS retail scheme operating as a FAIF, a statement that it is a fund of alternative investment funds.
General information
23	Details of:
	(a)	the address at which copies of the instrument constituting the scheme, any amending instrument and the most recent annual and half-yearly long reports may be inspected and from which copies may be obtained;
	(b)	the manner in which any notice or document will be served on unitholders;
	(c)	the extent to which and the circumstances in which:
		(i)	the scheme is liable to pay or suffer tax on any appreciation in the value of the scheme property or on the income derived from the scheme property; and
		(ii)	deductions by way of withholding tax may be made from distributions of income to unitholders and payments made to unitholders on the redemption of units; 3
	(d)	for a UCITS scheme, any possible fees or expenses not described in paragraphs 13 to 22, distinguishing between those to be paid by a unitholder and those to be paid out of scheme property; and3 3
	3(e)	for an ICVC, whether or not annual general meetings will be held.
Information on the umbrella
24	In the case of a scheme which is an umbrella with two or more sub-funds 11, the following information:
	(a)	that a unitholder is entitled to exchange units in one sub-fund for units in any other sub-fund (other than a sub-fund which has limited the issue of units);
	(b)	that an exchange of units in one sub-fund for units in any other sub-fund is treated as a redemption and sale and will, for persons subject to United Kingdom taxation, be a realisation for the purposes of capital gains taxation;
	(c)	that in no circumstances will a unitholder who exchanges units in one sub-fund for units in any other sub-fund be given a right by law to withdraw from or cancel the transaction;
	(d)	the policy for allocating between sub-funds any assets of, or costs, charges and expenses payable out of, the scheme property which are not attributable to any particular sub-fund;
	(e)	what charges, if any, may be made on exchanging units in one sub-fund for units in any other sub-fund; and11
	(f)	for each sub-fund, the currency in which the scheme property allocated to it will be valued and the price of units calculated and payments made, if this currency is not the base currency of the scheme which is an umbrella.11
	(g)	[deleted]11 11
Application of the prospectus contents to an umbrella
25	For a scheme which is an umbrella, information required must be stated:
	(a)	in relation to each sub-fund where the information for any sub-fund differs from that for any other; and
	(b)	for the umbrella as a whole, but only where the information is relevant to the umbrella as a whole.
Marketing in another EEA state
26	A prospectus of a UCITS scheme which is prepared for the purpose of marketing units in a EEA State other than the United Kingdom, must give details as to:
	(a)	what special arrangements have been made:
		(i)	for paying in that EEA State amounts distributable to unitholders resident in that EEA State;
		(ii)	for redeeming in that EEA State the units of unitholders resident in that EEA State;
		(iii)	for inspecting and obtaining copies in that EEA State of the instrument constituting the scheme and amendments to it, the prospectus and the annual and half-yearly long report; and
		(iv)	for making public the price of units of each class; and
	(b)	how the ICVC or the manager of an AUT will publish in that EEA State notice:
		(i)	that the annual and half-yearly long report are available for inspection;
		(ii)	that a distribution has been declared;
		(iii)	of the calling of a meeting of unitholders; and
		(iv)	of the termination of the authorised fund or the revocation of its authorisation.
7Investment in overseas8 property through an intermediate holding vehicle
726A	7If investment in an overseas8 immovable is to be made through an intermediate holding vehicle or a series of intermediate holding vehicles, a statement disclosing the existence of that intermediate holding vehicle or series of intermediate holding vehicles and confirming that the purpose of that intermediate holding vehicle or series of intermediate holding vehicle is to enable the holding of overseas8 immovables by the scheme.
Additional information
27	Any other material information which is within the knowledge of the directors of an ICVC or the manager of an AUT, or which the directors or manager would have obtained by making reasonable enquiries, including but not confined to, the following matters:
	(a)	information which investors and their professional advisers would reasonably require, and reasonably expect to find in the prospectus, for the purpose of making an informed judgement about the merits of investing in the authorised fund and the extent and characteristics of the risks accepted by so participating;
	(b)	a clear and easily understandable explanation of any risks which investment in the authorised fund may reasonably be regarded as presenting for reasonably prudent investors of moderate means;
	(c)	if there is any arrangement intended to result in a particular capital or income return from a holding of units in the authorised fund or any investment objective of giving protection to the capital value of, or income return from, such a holding:
		(i)	details of that arrangement or protection;
		(ii)	for any related guarantee, sufficient details about the guarantor and the guarantee to enable a fair assessment of the value of the guarantee;
		(iii)	a description of the risks that could affect achievement of that return or protection; and
		(iv)	details of the arrangements by which the authorised fund manager will notify unitholders of any action required by the unitholders to obtain the benefit of the guarantee; and
	(d)	whether any notice has been given to unitholders of the authorised fund manager intention to propose a change to the scheme and if so, its particulars.

INSPRU 1.5.1R31/12/2006

INSPRU 1.5 applies to an insurer.

MCOB 5.6.106R31/10/2004

(1) Where additional features are included in accordance with MCOB 5.6.92 R and these are credit facilities that do not meet the definition of a regulated mortgage contract, the relevant parts of Section 12 of the illustration must include the following text:'This additional feature is not regulated by the FSA'.1(2) Where additional features are included in accordance with MCOB 5.6.92 R and these are credit facilities regulated by the Consumer Credit Act 1974, the relevant parts

MCOB 9.4.106R31/10/2004

(1) Where additional features are included in accordance with MCOB 9.4.91 R and these are credit facilities that do not meet the definition of a regulated mortgage contract, the relevant parts of Section 14 of the illustration must include the following text:"This additional feature is not regulated by the FSA."1(2) Where additional features are included in accordance with MCOB 9.4.91 R and these are credit facilities regulated by the Consumer Credit Act 1974, the relevant parts

LR App 1.1.106/08/2010

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

Act	The Financial Services and Markets Act 2000.
admission or admission to listing	admission of securities to the official list .
admission to trading	admission of securities to trading on an RIE's market for listed securities.
advertisement	(as defined in the PD Regulation) announcements:
	(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 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 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	in relation to a director, substantial shareholder, or person exercising significant influence, who is an individual: 6
	(1)	that individual's spouse , civil partner 2or child (together "the individual's family");
	(2)	the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are related parties;
	(3)	any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able: (a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or (b) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters.
	For the purpose of paragraph (3), if more than one director of the listed company, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those directors and their associates will be aggregated when determining whether that company is an associate of the director.
	in relation to a substantial shareholder or person exercising significant influence, which is a company: 6
	(1)	any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;
	(2)	any company whose directors are accustomed to act in accordance with the substantial shareholder's or person exercising significant influence's directions or instructions;6 6 6
	(3)	any company in the capital of which the substantial shareholder or person exercising significant influence and any other companyunder paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (3)(a) or (b) above of this definition.6
authorised person	(in accordance with section 31 of the Act (Authorised persons)) one of the following:
	(a)	a person who has a Part IV permission to carry on one or more regulated activities;
	(b)	an incoming EEA firm;
	(c)	an incoming Treaty firm;
	(d)	a UCITS qualifier;
	(e)	an ICVC;
	(f)	the Society of Lloyd's.13
bank	(a)	a firm with a Part IV permission which includes accepting deposits, and: (i) which is a credit institution; or (ii) whosePart IV permission includes a requirement that it comply with 4the rules in GENPRU and BIPRU relating to banks 4; but which is not a building society, a friendly society or a credit union;
	(b)	an EEA bank which is a full credit institution.
base prospectus	a base prospectus referred to in PR 2.2.7 R
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.
break fee	a fee payable by a listed company if certain specified events occur which have the effect of materially impeding a transaction or causing the transaction to fail.
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.
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.
Buy-back and Stabilisation Regulation	Commission Regulation (EC) of 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003).
CARD	Consolidated Admissions and Reporting Directive.
certificate representing certain securities	the investment specified in article 80 of the Regulated Activities Order (Certificates representing certain securities), which is in summary: a certificate or other instrument which confers contractual or property rights (other than rights consisting of options):
	(a)	in respect of any share, debenture, alternative debenture,19 government and public security or warrant held by a person other than the person on whom the rights are conferred by the certificate or instrument; and 19
	(b)	the transfer of which may be effected without requiring the consent of that person;
	but excluding any certificate or other instrument which confers rights in respect of two or more investments issued by different persons or in respect of two or more different government and public securities issued by the same person.
certificate representing debt securities	a certificate representing certain securities where the certificate or other instrument confers rights in respect of debentures, alternative debentures,19 or government and public securities.
certificate representing equity securities	a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity securities.
certificate representing shares	a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity shares.
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.
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.
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 10.
class 2 transaction	a transaction classified as a class 2 transaction under LR 10 .
class 3 transaction	a transaction classified as a class 3 transaction under LR 10.
class tests	the tests set out in LR 10 Ann 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 company 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.
close period	as defined in paragraph 1(a) of the Model Code.
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):
	(a)	the authority designated under Schedule 8 to the Act (transfer of functions under Part VI (Official listing)) as responsible for performing those functions under the Act; for the time being the FSA in its capacity as such; or
	(b)	an authority exercising functions corresponding to those functions under the laws of another EEA State.
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	as defined in section 96B(2) of the Act.
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.
convertible securities	a security which is:
	(1)	convertible into, or exchangeable for, other securities; or
	(2)	accompanied by a warrant or option to subscribe for or purchase other securities.
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 agent, including, in the case of an investment which is a contract of insurance, carrying out the contract.
debt security	debentures, alternative debentures,19 debenture stock, loan stock, bonds, certificates of deposit or any other instrument creating or acknowledging indebtedness.7
6deferred bonus	any arrangement pursuant to the terms of which an employee or director may receive a bonus (including cash or any security) in respect of service and/or performance in a period not exceeding the length of the relevant financial year notwithstanding that the bonus may, subject only to the person remaining a director or employee of the group, be receivable by the person after the end of the period to which the award relates.
6defined benefit scheme	in relation to a director, means a pension scheme which is not a money purchase scheme.
depositary	a person that issues certificates representing certain securities that have been admitted to listing or are the subject of an application for admission to listing.
7 DEPP	the Decision Procedure and Penalties manual
designated professional body	a professional body designated by the Treasury under section 326 of the Act (Designation of professional bodies) for the purposes of Part XX of the Act (Provision of Financial Services by Members of the Professions); as at 21 June 2001 the following professional bodies have been designated in the Financial Services and Markets Act 2000 (Designated Professional Bodies) Order 2001 (SI 2001/1226): (a) The Law Society (England and Wales); (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.
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.
disclosure rules16 16	(in accordance with sections 73A(1) and 1673A(3) of the Act) rules relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made. 16
document	any piece of recorded information, including (in accordance with section 417(1) of the Act (Interpretation)) information recorded in any form; in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form.
document viewing facility	a location identified on the FSA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility.
DTR	the sourcebook containing the disclosure rules, transparency rules and corporate governance rules.16 16
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.
7 EG	the Enforcement Guide
employee	an individual:
	(a)	who is employed or appointed by a person in connection with that person's business, whether under a contract of service or for services or otherwise; or
	(b)	whose services, under an arrangement between that person and a third party, are placed at the disposal and under the control of that person;
	but excluding an appointed representative or, where applicable, a tied agent 9 of that person.
employees' share scheme	has the same meaning as in section 116615 of the Companies Act 200615.7 6 6 8 6 6 8
equity security	equity shares and securities convertible into equity shares.
equity share20	shares comprised in a company's equity share capital.
equity share capital	(for a company), its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.
6equivalent document	a document containing information equivalent to a prospectus for the purposes of PR 1.2.2R (2) or (3) or PR 1.2.3R (3) or (4).
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.
extraction	(in relation to mineral companies), includes mining, quarrying or similar activities and the reworking of mine tailings or waste dumps.
FSA	the Financial Services 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 in relation to the entities set out in , and to the extent relevant LR 13.5.15R and LR 13.5.16R.
50/50 joint venture	[deleted]6 6
50/50 joint venture partner	[deleted]6 6
group	(1)	except in LR 6.1.19 R and LR 8.7.8R (10), 6an issuer and its subsidiary undertakings (if any); and 12
	(2)	in LR 6.1.19 R, and LR 8.7.8R (10), 6as defined in section 421 of the Act. 12
guarantee	(in relation to securitised derivatives), either:
	(1)	a guarantee given in accordance with LR 19.2.2R(3)(if any); or
	(2)	any other guarantee of the issue of securitised derivatives.
guidance	guidance given by the FSA under the Act.
Handbook	the FSA's Handbook of rules and guidance.
Home Member State or Home 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 Member State or Host State	(as defined in Article 2.1(n) of the prospectus directive) the State where an offer to the public is made or admission to trading is sought, when different from the home Member State.
IAS	International Accounting Standards.
inside information	as defined in section 118C of the Act.
insider list	a list of persons with access to inside information as required by DTR 2.8.1 R.
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.
International Accounting Standards	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.
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 listed in the United Kingdom or another EEA State which:
	(a)	is approved by the Inland Revenue Commissioners under section 842 of the Income and Corporation Taxes Act 1988 (or, in the case of a newly formed company, has declared its intention to conduct its affairs so as to obtain such approval); or
	(b)	is resident in an EEA State other than the United Kingdom and would qualify for such approval if resident and listed in the United Kingdom.
issuer	any company or other legal person or undertaking (including a public sector issuer), any class of whose securities has been admitted to listing or is the subject of an application for admission to listing.
list of sponsors	the list of sponsors maintained by the FSA in accordance with section 88(3)(a) of the Act.
listed	admitted to the official list maintained by the FSA in accordance with section 74 of the Act.
listed company	a company that has any class of its securities listed.
listing particulars	(in accordance with section 79(2) of the Act), a document in such form and containing such information as may be specified in listing rules.
listing rules	(in accordance with sections 73A(1) and 1673A(2) of the Act) rules 16relating to admission to the official list. 16 16
London Stock Exchange	London Stock Exchange Plc.
long-term incentive scheme	any arrangement (other than a retirement benefit plan, a deferred bonus or any other arrangement that is an element of an executive director's remuneration package) which may involve the receipt of any asset (including cash or any security) by a director or employee of the group:
	(1)	which includes one or more conditions in respect of service and/or performance to be satisfied over more than one financial year; and
	(2)	pursuant to which the group may incur (other than in relation to the establishment and administration of the arrangement) either cost or a liability, whether actual or contingent.
LR	the sourcebook containing the listing rules.
MAD	Market Abuse Directive.
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.
Market Abuse Directive	Directive of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (No 2003/6/EC).
member	(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 report prepared in accordance with the CESR recommendations
mineral resources	include metallic and non-metallic ores, mineral concentrates, industrial minerals, construction aggregates, mineral oils, natural gases, hydrocarbons and solid fuels including coal.
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.
Model Code	the Model Code on directors' dealings in securities set out in LR 9 Ann 1.
modified auditors report	an auditor's report:
	(a)	in which the auditor's opinion is qualified; or
	(b)	which sets out: (i) a problem relating to the business as a going concern; or (ii) a significant uncertainty, the resolution of which is dependent upon future events.
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.
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.
new applicant	an applicant that does not have any class of its securities already listed.
non-EEA State	a country or state that is not an EEA State.
OECD state guaranteed issuer	an issuer of debt securities whose obligations in relation to those securities have been guaranteed by a member state of the OECD.
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 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.
offeror	(a)	in LR 5.2.10R, an offeror as defined in the Takeover Code; and
	(b)	elsewhere in LR, a personwho makes an offer of transferable securities to the public.
official list	the list maintained by the FSA in accordance with section 74(1) of the Act for the purposes of Part VI of the Act.
open ended investment companyopen-ended investment company	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).
option	the investment, specified in article 83 of the Regulated Activities Order (Options), which is an option to acquire or dispose of: (a) a designated investment (other than an option); or (b) currency of the United Kingdom or of any other country or territory; or (c) palladium, platinum, gold or silver; or (d) an option to acquire or dispose of an option specified in (a), (b) or (c).
overseas	outside the United Kingdom.
overseas company	a company incorporated outside the United Kingdom.
overseas investment exchange	an investment exchange which has neither its head office nor its registered office in the United Kingdom.
parent undertaking	as defined in section 116215 of the Companies Act 200615. 6 6 8 6 6 8
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
percentage ratio	(in relation to a transaction) the figure, expressed as a percentage, that results from applying a calculation under a class test to the transaction.
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 section 96B(1) of the Act.
person exercising significant influence	in relation to a listed company, a person or entity which exercises significant influence over that listed company. 6
placing	a marketing of securities already in issue but not listed or not yet in issue, to specified persons or clients of the sponsor or any securities house assisting in the placing, which does not involve an offer to the public or to existing holders of the issuer's securities generally.
PR	the sourcebook containing the Prospectus Rules.
preference share	a share conferring preference as to income or return of capital which does not form part of the equity share capital of a company. 20
16premium listing	(a)	in relation to equity shares 20 (other those of a closed-ended investment fund or of an open-ended investment company), means a listing where the issuer is required to comply with those requirements in LR 6 (Additional requirements for premium listing (commercial company)) and the20 other requirements in the listing rules that are expressed to apply to such securities with a premium listing;
	(b)	in relation to equity shares 20 of a closed-ended investment fund, means a listing where the issuer is required to comply with the requirements in LR 15 (Closed-Ended Investment Funds: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing;
	(c)	in relation to equity shares 20 of an open-ended investment company, means a listing where the issuer is required to comply with LR 16 (Open-ended investment companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing.
premium listing (commercial company)	a premium listing of equity securities (other than those of a closed-ended investment fund or of an open-ended investment company).
premium listing (investment company)	a premium listing of equity securities of a closed-ended investment fund or of an open-ended investment company.
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 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.
prohibited period	as defined inthe Model Code.
property	freehold, heritable or leasehold property.
property company	a company primarily engaged in property activities including:
	(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 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.
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.
public international body	the African Development bank, the Asian Development Bank, 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 bank. 6 17 17
public sector issuer	states and their regional and local authorities, state monopolies, state finance organisations, public international bodies, statutory bodies and OECD state guaranteed issuers.
recognised scheme	a scheme recognised under:
	(a)	section 264 of the Act (Schemes constituted in other EEA States); or
	(b)	section 270 of the Act (Schemes authorised in designated countries or territories); or
	(c)	section 272 of the Act (Individually recognised overseas schemes).
registration document	a registration document referred to in PR 2.2.2R.
Regulated Activities Order	the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544).9
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 rulesin 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.9
regulatory information service or RIS	a Regulatory Information Service that is approved by the FSA as meeting the Primary Information Provider criteria and that is on the list of Regulatory Information Services maintained by the FSA.
related party	as defined in LR 11.1.4R.
related party circular	a circular relating to a related party transaction.
related party transaction	as defined in LR 11.1.5R.
relevant securities	[deleted]15 15
retail securitised derivative	a securitised derivative which is not a specialist securitised derivative; in this definition, a "specialist securitised derivative" is a securitised derivative which, in accordance with the listing rules, is required to be admitted to listing with a clear statement on any disclosure document that the issue is intended for a purchase by only investors who are particularly knowledgeable in investment matters.
reverse takeover	a transaction classified as a reverse takeover under LR 10.
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 FSA under the Act, including: (a) a Principle; and (b) an evidential provision.
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.
scientific research based company	a company primarily involved in the laboratory research and development of chemical or biological products or processes or any other similar innovative science based company.
securities note	a securities note referred to in PR 2.2.2R.
securitised derivative	an option or contract for differences which, in either case, is listed under LR 19 (including such an option or contract for differences which is also a debenture).
security	(in accordance with section 102A of the Act) anything which has been, or may be admitted to the official list.
settlement price	(in relation to securitised derivatives), the reference price or prices of the underlying instrument or instruments stipulated by the issuer for the purposes of calculating its obligations to the holder.
shadow director	as in sub-paragraph (b) of the definition of director in section 417(1) of the Act.
share	(in accordance with section 540(1)15 of the Companies Act 200615) a share in the share capital of a company, and includes: 6 6 8 15 6 6 8 15
	(a)	stock (except where a distinction between shares and stock is express or implied); and
	(b)	preference shares.
specialist investor	an investor who is particularly knowledgeable in investment matters.
specialist securities	securities which, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.
specialist securitised derivative	a securitised derivative which because of its nature is normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.
specified investment	any of the following investments specified in Part III of the Regulated Activities Order (Specified Investments):
	(a)	deposit (article 74);
	(aa)	electronic money (article 74A);
	(b)	contract of insurance (article 75); for the purposes of the permission regime, this is sub-divided into: (i) general insurance contract; (ii) long-term insurance contract;
		and then further sub-divided into classes of contract of insurance;
	(c)	share (article 76);
	(d)	debenture (article 77);19
	(da)	alternative debenture (article 77A);19
	(e)	government and public security (article 78);
	(f)	warrant (article 79);
	(g)	certificate representing certain securities (article 80);
	(h)	unit (article 81);
	(i)	stakeholder pension scheme (article 82);
	(j)	option (article 83); for the purposes of the permission regime, this is sub-divided into: (i) option (excluding a commodity option and an option on a commodity future); (ii) commodity option and an option on a commodity future;
	(k)	future (article 84); for the purposes of the permission regime, this is sub-divided into: (i) future (excluding a commodity future and a rolling spot forex contract); (ii) commodity future; (iii) rolling spot forex contract;
	(l)	contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into: (i) contract for differences (excluding a spread bet and a rolling spot forex contract); (ii) spread bet; (iii) rolling spot forex contract;
	(m)	underwriting capacity of a Lloyd's syndicate (article 86(1));
	(n)	membership of a Lloyd's syndicate (article 86(2));
	(o)	funeral plan contract (article 87);
	(oa)	regulated mortgage contract (article 61(3);
	(p)	rights to or interests in investments (article 89).
sponsor	a person approved, under section 88 of the Act by the FSA, as a sponsor.
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 and that is for the purpose of the sponsor complying with LR 8.3.1 R or LR 8.4. This definition includes preparatory work that a sponsor may undertake before a decision is taken as to whether or not it will act as sponsor for a company or in relation to a transaction. But nothing in this definition is to be taken as requiring a sponsor to agree to act as a sponsor for a company or in relation to a transaction.
standard listing	in relation to securities, means a listing that is not a premium listing.
20 standard listing (shares)	a standard listing of shares other than preference shares that are specialist securities.
state finance organisation	a legal person other than a company:
	(1)	which is a national of an EEA State;
	(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 EEA State; and
	(5)	the debt securities issued by it are considered by the law of the relevant EEA State as securities issued or guaranteed by that state.
state monopoly	a company or other legal person which is a national of an EEA State and which:
	(1)	in carrying on its business benefits from a monopoly right granted by an EEA state; and
	(2)	is set up by or pursuant to a special law or whose borrowings are unconditionally and irrevocably guaranteed by an EEA state or one of the federated states of an EEA state.
subsidiary undertaking	as defined in section 116215 of the Companies Act 200615. 6 6 8 15 6 6 8 15
substantial shareholder	any person who is entitled to exercise or to control the exercise of 10% or more of the votes able to be cast on all or substantially all matters at general meetings of the company (or of any company which is its subsidiary undertaking or parent undertaking or of a fellow subsidiary undertaking of its parent undertaking). Disregard for this purpose 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).6 6
summary	(in relation to a prospectus) the summary included in the prospectus.
SUP	the Supervision manual.
supplementary listing particulars	(in accordance with section 81(1) of the Act), supplementary listing particulars containing details of the change or new matter.
supplementary prospectus	a supplementary prospectus containing details of a new factor, mistake or inaccuracy.
Takeover Code	the City Code on Takeovers and Mergers issued by the Takeover Panel.
target	the subject of a class 1 transaction.
tender offer	an offer by a company to purchase all or some of a class of its listed equity securities at a maximum or fixed price (that may be established by means of a formula) that is: 20
	(1)	communicated to all holders of that class by means of a circular or advertisement in two national newspapers;
	(2)	open to all holders of that class on the same terms for at least 7 days; and
	(3)	open for acceptance by all holders of that class pro rata to their existing holdings.
14trading plan	a written plan between a restricted person and an independent third party which sets out a strategy for the acquisition and/or disposal of securities by a specified person and: (a) specifies the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in; or (b) gives discretion to that independent third party to make trading decisions about the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in; or (c) includes a written formula or algorithm, or computer program, for determining the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in.
transferable security	(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFID 9, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months. 9
treasury shares	shares which meet the conditions set out in paragraphs (a) and (b) of subsection 724(5) of the Companies Act 2006.15 6 6 8 6 6 8 15
trust deed	a trust deed or equivalent document securing or constituting debt securities.
UK	United Kingdom.
18 UK Corporate Governance Code	in relation to an issuer, the UK Corporate Governance Code published in May 2010 by the Financial Reporting Council.
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.
unrecognised scheme	a collective investment scheme which is neither a recognised scheme nor a scheme that is constituted as an authorised unit trust scheme.
vendor consideration placing	a marketing, by or on behalf of vendors, of securities that have been allotted as consideration for an acquisition.
venture capital trust	a company which is, or which is seeking to become, approved as a venture capital trust under section 842AA of the Income and Corporation Taxes Act 1988.
warrant	the investment, specified in article 79 of the Regulated Activities Order (Instruments giving entitlements to investments), which is in summary: a warrant or other instrument entitling the holder to subscribe for a share, debenture, alternative debenture 19 or government and public security.

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Schedule to the Recognition Requirements Regulations, Paragraph 9A