Related provisions for RCB 3.2.5

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RCB 3.3.1DRP
The issuer must send to the FCA, information relating to the asset pool, in the form set out in RCB 3 Annex 2D (asset notification form), and information relating to the regulated covered bonds issued under the programme, in the form set out in RCB 3 Annex 3 D (asset and liability profile form).1
RCB 3.3.2DRP
The issuer must send the asset notification form1 to the FCA each month following the registration date, and the asset and liability profile form to the FCA1 within one month of the end of each quarter following the registration date.1
RCB 3.3.2ADRP
1The issuer must send to the FCA loan-by-loan level data relating to the asset pool in the form set out in RCB 3 Annex 7A D within one month of the end of each quarter following any issuance of regulated covered bonds after 1 January 2013. Guidance on how to complete this form is set out in RCB 3 Annex 7B G.
RCB 3.3.3DRP
If the issuer is in insolvency, the owner must send to the FCA the notifications set out at RCB 3.3.1 D and RCB 3.3.2A D1 by the same dates as the dates the notifications under those directions are due. 1
RCB 3.3.4GRP
The issuer or the owner, as the case may be, should carry out, or make arrangements to carry out, appropriate due diligence to check that the analysis in the information provided to the FCA is correct.1
RCB 3.3.5DRP
1If the issuer or the owner (as the case may be) proposes to add or remove assets to or from the asset pool which change the level of over collateralisation by 5% or more, it must notify the FCA using the form set out in RCB 3 Annex 2 D (asset notification form) at least 5 business days prior to the proposed transfer, giving expected details of the size and composition of the transfer.
DTR 6.4.1RRP
[deleted]2
DTR 6.4.2RRP
[deleted]21111
DTR 6.4.3RRP
[deleted]21
DTR 6.4.4RRP
[deleted]21
DTR 4.2.1RRP
Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer whose shares or debt securities are admitted to trading.3
DTR 4.2.2RRP
(1) An issuer must make public a half-yearly financial report covering the first six months of the financial year.(2) The half-yearly financial report must be made public as soon as possible, but no later than three1 months, after the end of the period to which the report relates.(3) An issuer must ensure that the half-yearly financial report remains available to the public for at least ten1 years.[Note: article 5(1) of the TD]
DTR 4.2.4RRP
(1) If an issuer is required to prepare consolidated accounts, the condensed set of financial statements must be prepared in accordance with IAS 34 as contained in UK-adopted IFRS3.[Note: article 5(3) of the TD](2) If an issuer is not required to prepare consolidated accounts, the condensed set of financial statements must contain, as a minimum the following:(a) a condensed balance sheet;(b) a condensed profit and loss account; and(c) explanatory notes on these accounts.[Note:
DTR 4.2.5RRP
(1) This rule applies to an issuer that is not required to prepare consolidated accounts.(2) In preparing the condensed balance sheet and the condensed profit and loss account an issuer must follow the same principles for recognising and measuring as when preparing annual financial reports.[Note: article 5(3) of the TD](3) The balance sheet and the profit and loss account must show each of the headings and subtotals included in the most recent annual financial statements of the
DTR 4.2.8RRP
(1) In addition to the requirement set out in DTR 4.2.7 R, an issuer of shares must disclose in the interim management report the following information, as a minimum:(a) related parties transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or the performance of the enterprise during that period; and(b) any changes in the related parties transactions described in the last annual report that
DTR 4.2.9RRP
(1) If the half-yearly financial report has been audited or reviewed by auditors pursuant to the Financial Reporting Council 2guidance on Review of Interim Financial Information, the audit report or review report must be reproduced in full.(2) If the half-yearly financial report has not been audited or reviewed by auditors pursuant to the Financial Reporting Council 2guidance on Review of Interim Financial Information, an issuer must make a statement to this effect in its report.[Note:
DTR 4.2.10RRP
(1) Responsibility statements must be made by the persons responsible within the issuer. [Note: article 5(2)(c) of the TD](2) The name and function of any person who makes a responsibility statement must be clearly indicated in the responsibility statement.[Note: article 5(2)(c) of the TD](3) For each person making a responsibility statement, the statement must confirm that to the best of his or her knowledge:(a) the condensed set of financial statements, which has been prepared
DTR 4.2.11RRP
The issuer is responsible for all information drawn up and made public in accordance with this section.
LR 4.2.1GRP
Section 80 (1) of the Act (general duty of disclosure in listing particulars) requires listing particulars submitted to the FCA to contain all such information as investors and their professional advisers would reasonably require, and reasonably expect to find there, for the purpose of making an informed assessment of:(1) the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities; and(2) the rights attaching to the securi
LR 4.2.4RRP
The following minimum information from the PR Regulation5 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 securities1, irrespective of the denomination of the issue, the minimum information required by Annexes 7 and 15 of the PR Regulation5;11(2) the additional information required by Annexes 17 and 18 of the PR Regulation5 where relevant;(3) for
LR 4.2.5GRP
For all other issues the FCA would expect issuers to follow the most appropriate Annexes in the PR Regulation5 to determine the minimum information to be included in listing particulars.
LR 4.2.6RRP
An issuer may incorporate information by reference in the listing particulars as if article 19 of the Prospectus Regulation and the PR Regulation5 applied to the listing particulars.
LR 4.2.7RRP
An issuer may include equivalent information in listing particulars as if article 18(2) of the Prospectus Regulation5 applied to the listing particulars.
LR 4.2.10RRP
A request to the FCA to authorise the omission of specific information in a particular case must:(1) be in writing from the issuer;(2) identify the specific information concerned and the specific reasons for the omission; and(3) state why in the issuer's opinion one or more of the grounds in section 82 of the Act applies.
LR 4.2.13RRP
(1) In the case of listing particulars for specialist securities:(a) the issuer must state in the listing particulars that it accepts responsibility for the listing particulars;(b) the directors may state in the listing particulars that they accept responsibility for the listing particulars; and(c) other persons may state in the listing particulars that they accept responsibility for all or part of the listing particulars and in that case the statement by the issuer or directors
LR 18.4.1RRP
An issuer of debt securities which the certificates represent must comply with the continuing obligations set out in LR 17.3 (Requirements with continuing application) in addition to the requirements of this section.1
LR 18.4.3ARRP
(1) 2An issuer within LR 18.4.3 R must publish its annual report and annual accounts as soon as possible after they have been approved. (2) An issuer within LR 18.4.3 R must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.(3) The annual report and accounts must:(a) have been prepared in accordance with the issuer's national law and, in all material respects, with national accounting standards or UK-adopted
LR 18.4.5RRP
(1) An issuer of securities represented by listedcertificates representing certain securities must notify a RIS of any change of depositary.(2) The notification required by paragraph (1) must be made as soon as possible, and in any event by 7.30 a.m. on the business day following the change of depositary, and contain the following information:(a) the name, registered office and principal administrative establishment if different from the registered office of the depositary;(b)
LR 18.4.6RRP
An issuer must comply with the requirements in LR 9.5.15 R (Temporary documents of title) and LR 9.5.16 R (Definitive documents of title) so far as relevant to certificates representing equity securities.
LR 18.4.7GRP
1An issuer, whose securities are admitted to trading on a regulated market, should consider its obligations under DTR 4 (Periodic financial reporting), DTR 5 (Vote holder and issuer notification rules) and DTR 6 (Access to information).
LR 18.4.9RRP
1An issuer that is not already required to comply with the transparency rules must comply with DTR 6.3 as if it were an issuer for the purposes of the transparency rules.
LR 5.3.1RRP
A request by an issuer for the listing of its securities to be suspended or cancelled must be in writing and must include:(1) the issuer's name;(2) details of the securities to which it relates and the RIEs on which they are traded;(3) a clear explanation of the background and reasons for the request;(4) the date on which the issuer requests the suspension or cancellation to take effect;(5) for a suspension, the time the issuer wants the suspension to take effect;(6) if relevant,
LR 5.3.2RRP
The issuer must also include with a request to cancel the listing of its securities the following:(1) if the cancellation is to take effect after the completion of the compulsory acquisition procedures under Chapter 3 of Part 281 of the Companies Act 20061, a copy of the notice sent to dissenting shareholders of the offeree together with written confirmation that there have been no objections made to the court within the prescribed period;11(2) for a cancellation referred to in
LR 5.3.4GRP
A written request by an issuer to have the listing of its securities suspended should be made as soon as practicable. Suspension requests received for the opening of the market should allow sufficient time for the FCA to deal with the request before trading starts.
LR 5.3.5RRP
A written request by an issuer to have the listing of its securities cancelled must be made not less than 24 hours before the cancellation is expected to take effect.
LR 5.3.6GRP
Cancellations will only be specified to take effect when the market opens on a specified day. An issuer should therefore ensure that all accompanying information has been provided to the FCA well before the date on which the issuer wishes the cancellation to take effect and at the very latest by 3 p.m. on the business day before it is to take effect. If the information is received after 3:00 p.m. on the day before the issuer wishes the cancellation to take effect, it will normally
LR 5.3.7GRP
(1) If an issuer requests the FCA to suspend or cancel the listing of its securities, it may withdraw its request at any time before the suspension or cancellation takes effect. The withdrawal request should initially be made by telephone and then confirmed in writing as soon as possible, with an explanation of the reasons for the withdrawal.(2) Even if an issuer withdraws its request, the FCA may still suspend or cancel the listing of the securities if it considers it is necessary
LR 5.3.8GRP
4If an issuer requests the FCA to suspend or cancel the listing of its securities under LR 5.3.1 R and the FCA agrees to do so, the notification given by the FCA to the issuer will include the following information: (1) the date on which the suspension or cancellation took effect or will take effect;(2) details of the suspension or cancellation; and (3) in relation to requests for suspension, details of the issuer's right to apply for the suspension of its listed securities to
DTR 4.4.2RRP
The rules on annual financial reports in DTR 4.1 (including DTR 4.1.7R (4)1 and3 half-yearly financial reports (DTR 4.2) do not apply to an issuer that issues exclusively debt securitiesadmitted to trading the denomination per unit of which is at least 100,000 euros2 (or an equivalent amount).[Note: article 8(1)(b) of the TD and article 45(1) of the Audit Directive]11332
DTR 4.4.4RRP
The rules on half-yearly financial reports do not apply to an issuer already existing on 31 December 2003 which exclusively issue debt securities unconditionally and irrevocably guaranteed by the United Kingdom6 or by a regional or local authority of United Kingdom6, on a regulated market.[Note: article 8(3) of the TD]
DTR 4.4.5RRP
The rules on half-yearly financial reports (DTR 4.2) do not apply to an issuer of transferable securities convertible into shares.3
DTR 4.4.7RRP
The rules on half-yearly financial reports (DTR 4.2) do not apply to an issuer of depository receipts.3
DTR 4.4.8RRP
4An issuer whose registered office is in a third country6 is exempted from the rules on:5(1) annual financial reports in DTR 4.1 (other than DTR 4.1.7R (4) which continues to apply); (2) half-yearly financial reports (DTR 4.2); and(3) reports on payments to governments (DTR 4.3A);5if the law of the third country6 in question lays down equivalent requirements or the issuer complies with requirements of the law of a third country6 that the FCA considers as equivalent.5[Note: article
DTR 4.4.9GRP
The FCA maintains a published list of third countries6,5 for the purpose of DTR 4.4.8R6, whose laws5 lay down requirements equivalent to those imposed upon issuers by this chapter, or where the requirements of the law of that third country6 are considered to be equivalent by the FCA5.Such issuers remain subject to the following requirements of DTR 6:(1) the filing of information with the FCA;(2) the language provisions; and(3) the dissemination of information provisions.
RCB 2.2.1DRP
The issuer must apply for registration using the form at RCB 2 Annex 1D (application for registration).
RCB 2.2.2GRP
RCB 3.6.5 D sets out the methods the issuer may use to send the form to the FCA.
RCB 2.2.3DRP
Until the application has been determined by the FCA, the issuer must inform the FCA of any significant change to the information given in the application immediately it becomes aware of that change.
RCB 2.2.6DRP
The issuer must ensure that a director or a1senior manager of the issuer verifies the application by confirming on the FCA's form that the issuer has obtained the appropriate third party advice or reports as required by RCB 2.3.16 D and is satisfied that:(1) the information provided in the application is correct and complete; and (2) the arrangements relating to the covered bond or programme will comply with the requirements in the RCB Regulations and in RCB.
RCB 2.2.7GRP
The FCA expects the issuer to be able to justify any reliance it places on advice or reports which are not reasonably contemporaneous with the confirmation the senior manager gives in relation to compliance with the requirements of the RCB Regulations and RCB.
RCB 2.2.8DRP
The issuer must ensure that the senior manager, who verifies the application for registration under this section, gives their consent to the FCA displaying their confirmation of compliance with the relevant requirements on the FCA's website.
DTR 2.2.4GRP
(1) [Note: article 7(4) of the Market Abuse Regulation]1(2) In determining whether information would be likely to have a significant effect on the price of financial instruments, an issuer should be mindful that there is no figure (percentage change or otherwise) that can be set for any issuer when determining what constitutes a significant effect on the price of the financial instruments as this will vary from issuer to issuer.
DTR 2.2.5GRP
An issuer may wish to take account of the following factors when considering whether the information in question would be likely to be used by a reasonable investor as part of the basis of his investment decisions:1(1) 1the significance of the information in question will vary widely from issuer to issuer, depending on a variety of factors such as the issuer's size, recent developments and the market sentiment about the issuer and the sector in which it operates; and(2) the likelihood1
DTR 2.2.6GRP
It is not possible to prescribe how the reasonable investor test will apply in all possible situations. Any assessment may need to1 take into consideration the anticipated impact of the information in light of the totality of the issuer's activities, the reliability of the source of the information and other market variables likely to affect the relevant financial instrument in the given circumstances. However, information which is likely to be considered relevant to a reasonable
DTR 2.2.7GRP
An issuer and its advisers are best placed to make an initial assessment of whether particular information amounts to inside information. The decision as to whether a piece of information is inside information may be finely balanced and the issuer (with the help of its advisers) will need to exercise its judgement.Note:DTR 2.7 provides additional guidance on dealing with market rumour.
DTR 2.2.8GRP
The directors of the issuer should carefully and continuously monitor whether changes in the circumstances of the issuer are such that an announcement obligation has arisen under article 17 of the Market Abuse Regulation1.
DTR 2.2.9GRP
(1) [deleted]1(2) If an issuer is faced with an unexpected and significant event, a short delay may be acceptable if it is necessary to clarify the situation. In such situations a holding announcement should be used where an issuer believes that there is a danger of inside information leaking before the facts and their impact can be confirmed. The holding announcement should:(a) detail as much of the subject matter as possible;(b) set out the reasons why a fuller announcement
DTR 2.2.10GRP
The FCA is aware that many issuers provide unpublished information to third parties such as analysts, employees, credit rating agencies, finance providers and major shareholders, often in response to queries from such parties. The fact that information is unpublished does not in itself make it inside information. However, unpublished information which amounts to inside information is only permitted to be disclosed in accordance with the requirements of the Market Abuse Regula
DTR 1B.1.1GRP
1The original6 purpose of the requirements in DTR 7.1 was6 to implement parts of the Audit Directive which require issuers that are required to appoint a statutory auditor to appoint an audit committee or have a body performing equivalent functions.
DTR 1B.1.2RRP
Except as set out in DTR 1B.1.3 R, DTR 7.1 applies to an issuer: (1) whose transferable securities are admitted to trading; and(2) which is required to appoint a statutory auditor.
DTR 1B.1.3RRP
DTR 7.1 does not apply to:(1) any issuer which is a subsidiary undertaking of a parent undertaking where the parent undertaking is subject to:3(a) DTR 7.16; and3(b) articles 11(1), 11(2) and 16(5) of the Audit Regulation;3[Note: article 39(3)(a)3 of the Audit Directive](2) any issuer the sole business of which is to act as the issuer of asset-backed securities provided the entity makes a statement available to the public setting out the reasons for which it considers it is not
DTR 1B.1.5RRP
Except as set out in DTR 1B.1.6R and DTR 1B.1.7R5, DTR 7.2 applies to an issuer: (1) whose transferable securities are admitted to trading; and(2) which is a company within the meaning of section 1(1) of the Companies Act 2006.
DTR 1B.1.6RRP
The rules in DTR 7.2.2 R, 7.2.3R, 7.2.7R and 7.2.8AR5 do not apply to an issuer which has not issued shares which are admitted to trading unless it has issued shares which are traded on a UK MTF6.[Note: article 20(4) of the Accounting Directive4]
DTR 1B.1.7RRP
5DTR 7.2.8AR does not apply to an issuer which: (1) qualifies as a small company under sections 382 to 383 of the Companies Act 2006; or(2) qualifies as a medium company under sections 465 to 466 of the Companies Act 2006,in relation to the financial year to which the corporate governance statement relates. [Note: article 20(5) of the Accounting Directive]
DTR 1B.1.8GRP
5DTR 7.2.8AR does not apply to a listed company which:(1) is required to comply with DTR 7.2 as if it were an issuer by LR 9.8.7AR, LR 14.3.24R or LR 18.4.3R(2); and (2) would meet the criteria in DTR 1B.1.7R if it were a company incorporated in the United Kingdom.
DTR 4.3A.1RRP
1Subject to the exemptions set out in DTR 4.4 (Exemptions) this section applies to an issuer:(1) active in the extractive or logging of primary forest industries; and3(2) whose transferable securities are admitted to trading.3(3) [deleted]3
DTR 4.3A.2RRP
In this section references to an “issuer active in the extractive or logging of primary forest industries” are to an issuer which is:3(1) a mining or quarrying undertaking3; or(2) a logging undertaking3.In this section “mining or quarrying undertaking”, “logging undertaking”, “payment” and “government” have the meanings given in regulation 2 of the Reports on Payments to Governments Regulations 2014 (SI 2014/3209). 3
DTR 4.3A.3GRP
An issuer is considered to be active in the extractive or logging of primary forest industries if any of its subsidiary undertakings are:(1) a mining or quarrying undertaking3; or(2) a logging undertaking3.In this section3 “subsidiary undertaking” has the meaning given in regulation 2 of the Reports on Payments to Governments Regulations 2014 (SI 2014/3209). [Note: article 44(1) of the Accounting Directive]
DTR 4.3A.4RRP
An issuer must prepare a report annually on payments made to governments for each financial year.[Note: article 6 of the TD]
DTR 4.3A.6RRP
An issuer must ensure that the report on payments to governments remains publicly available for at least ten years.[Note: article 6 of the TD]
DTR 4.3A.9RRP
The issuer is responsible for all information drawn up and made public in accordance with this section.[Note: article 7 of the TD]
DTR 4.3A.10RRP
(1) 2The issuer must file the report on payments to governments with the FCA.(2) The report in (1) must be filed by uploading it to the system identified by the FCA on its website as the national storage mechanism for regulatory announcements and certain documents published by issuers.(3) A report filed under (2) must be in XML (extensible markup language) format and must use the XML data schema developed for the purposes of facilitating software filing to be used for the purpose
DTR 7.1.1RRP
1An issuer must have a body or bodies4 responsible for performing the functions set out in DTR 7.1.3 R.4
DTR 7.1.1ARRP
(1) 4A majority of the members of the relevant body must be independent.(2) At least one member of the relevant body must have competence in accounting or auditing, or both.(3) The members of the relevant body as a whole must have competence relevant to the sector in which the issuer is operating.[Note: article 39(1) of the Audit Directive]
DTR 7.1.2ARRP
4The chairman of the relevant body must be: (1) independent; and (2) appointed by the members of the relevant body or by the administrative or supervisory body of the issuer.[Note: article 39(1) of the Audit Directive]
DTR 7.1.3RRP
An issuer must ensure that, as a minimum, the relevant body must:(1) monitor the financial reporting process and submit recommendations or proposals to ensure its integrity4;(2) monitor the effectiveness of the issuer’s internal quality control4 and risk management systems and, where applicable, its internal audit, regarding the financial reporting of the issuer, without breaching its independence4; (3) monitor the statutory audit of the annual and consolidated financial statements,
DTR 7.1.5RRP
An4issuer must make a statement available to the public disclosing which body carries out the functions required by DTR 7.1.3 R and how it is composed. [Note: article 39(4)4 (part) of the Audit Directive]
DTR 7.1.6GRP
An issuer may include the statement required by DTR 7.1.5 R in any statement it is required to make under DTR 7.2 (Corporate governance statements).
DTR 2.5.1BGRP
3Issuers should be aware that ESMA has issued guidelines under article 17(11) of the Market Abuse Regulation which contain a non-exhaustive indicative list of the legitimate interests of issuers to delay disclosure of inside information and situations in which delayed disclosure is likely to mislead the public: see the ESMA MAR delayed disclosure guidelines4.
DTR 2.5.2GRP
(1) Delaying disclosure of inside information will not always mislead the public, although a developing situation should be monitored so that if circumstances change an immediate disclosure can be made.(2) Investors understand that some information must be kept confidential until developments are at a stage when an announcement can be made without prejudicing the legitimate interests of the issuer.
DTR 2.5.4GRP
(1) In the FCA’s opinion, paragraph 5(1)(8)(a) of the ESMA MAR delayed disclosure guidelines does3 not envisage that an issuer will: 2(a) delay public disclosure of the fact that it is in financial difficulty or of its worsening financial condition and is limited to the fact or substance of the negotiations to deal with such a situation; or2(b) delay disclosure of inside information on the basis that its position in subsequent negotiations to deal with the situation will be jeopardised
DTR 2.5.5GRP
An issuer should not be obliged to disclose impending developments that could be jeopardised by premature disclosure. Whether or not an issuer has a legitimate interest which would be prejudiced by the disclosure of certain inside information is an assessment which must be made by the issuer in the first instance. 321
DTR 2.5.7GRP
(1) [deleted]2(2) Selective2 disclosure cannot be made to any person simply because they owe the issuer a duty of confidentiality. For example, an issuer contemplating a major transaction which requires shareholder support or which could significantly impact its lending arrangements or credit-rating may selectively disclose details of the proposed transaction to major shareholders, its lenders and/or credit-rating agency as long as the recipients are bound by a duty of confidentiality. An
DTR 2.5.8GRP
Selective disclosure to any or all of the persons referred to in DTR 2.5.7 G may not be justified in every circumstance where an issuer delays disclosure in accordance with article 17(4) and (5) of the Market Abuse Regulation2.
DTR 2.5.9GRP
An issuer should bear in mind that the wider the group of recipients of inside information the greater the likelihood of a leak which will trigger full public disclosure of the information2 under article 17(8) of the Market Abuse Regulation2.
DTR 1A.3.1RRP
(1) The FCA may, at any time, require an issuer to publish such information in such form and within such time limits as it considers appropriate to protect investors or to ensure the smooth operation of the market.(2) If an issuer fails to comply with a requirement under paragraph (1) the FCA may itself publish the information (after giving the issuer an opportunity to make representations as to why it should not be published).
DTR 1A.3.2RRP
An issuer must take all reasonable care to ensure that any information it notifies to a RIS is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.
DTR 1A.3.2ARRP
1The duty imposed by DTR 1A.3.2 R does not apply to an issuer's obligation under DTR 5.8.12 R to make public the information contained in a vote holder notification made to it under DTR 5.1.2 R.
DTR 1A.3.3RRP
If an issuer is required to notify information to a RIS at a time when a RIS is not open for business, it must distribute the information as soon as possible to:(1) not less than two national newspapers in the United Kingdom;(2) two newswire services operating in the United Kingdom; and(3) a RIS for release as soon as it opens.
LR 15.3.1GRP
An applicant is required to comply with LR 3 (Listing applications).
LR 15.3.2GRP
An applicant that is seeking admission of its equity shares1is required to retain a sponsor in accordance with LR 8 (Sponsors).
LR 15.3.3RRP
An2applicant must appoint a sponsor on each occasion that it makes an application for admission of equity shares 1which requires the production of listing particulars.2
LR 15.3.4RRP
An application for the listing of securities of a multi-class fund or umbrella fund must provide details of the various classes or designations of securities intended to be issued by the applicant.
LR 19.5.1RRP
An issuer must submit to the FCA two copies of any document required by LR 19.5.2 R to LR 19.5.10 R at the same time as the document is issued.
LR 19.5.7RRP
An issuer must notify a RIS of all notices to holders of listedsecuritised derivatives no later than the date of despatch or publication.
LR 19.5.9RRP
An issuer must notify a RIS of any adjustment or modification it makes to the securitised derivative as a result of any change in or to the underlying instrument including details of the underlying event that necessitated the adjustment or modification.
LR 19.5.10RRP
An issuer must inform the FCA immediately if it becomes aware that an underlying instrument that is listed or traded outside the United Kingdom has been suspended.Note:LR 5.1.2G (7) and (8) and LR 5.4.6 G are of relevance to an issuer of securitised derivatives.
LR 1.3.1RRP
An issuer must provide to the FCA as soon as possible:(1) any information and explanations that the FCA may reasonably require to decide whether to grant an application for admission;(2) any information that the FCA considers appropriate to protect investors or ensure the smooth operation of the market; and [Note: Article 16.1 CARD](3) any other information or explanation that the FCA may reasonably require to verify whether listing rules are being and have been complied with
LR 1.3.2RRP
(1) The FCA may, at any time, require an issuer to publish such information in such form and within such time limits as it considers appropriate to protect investors or to ensure the smooth operation of the market. [Note: Article 16.2 CARD](2) If an issuer fails to comply with a requirement under paragraph (1) the FCA may itself publish the information (after giving the issuer an opportunity to make representations as to why it should not be published). [Note: Article 16.2 CA
LR 1.3.3RRP
An issuer must take reasonable care to ensure that any information it notifies to a RIS or makes available through the FCA is not misleading, false or deceptive and does not omit anything likely to affect the import of the information.
LR 1.3.4RRP
If an issuer is required to notify information to a RIS at a time when a RIS is not open for business it must distribute the information as soon as possible to:(1) not less than two national newspapers in the United Kingdom;(2) two newswire services operating in the United Kingdom; and(3) a RIS for release as soon as it opens.
LR 6.5.1RRP
1An applicant with a controlling shareholder must demonstrate that, despite having a controlling shareholder, the applicant is able to carry on an independent business as its main activity.
LR 6.5.3GRP
1Factors that may indicate that an applicant does not satisfy the requirement in LR 6.5.1R (even where the agreement in LR 6.5.4R is in place) include: (1) an applicant has granted or may be required to grant security over its business in connection with the funding of a controlling shareholder or a member of a controlling shareholder’s group; or(2) a controlling shareholder (or any associate thereof) appears to be able to influence the operations of the applicant outside its
LR 6.5.4RRP
1An applicant with a controlling shareholder upon admission must have in place a written and legally binding agreement with its controlling shareholder which is intended to ensure that the controlling shareholder complies with undertakings that: (1) transactions and arrangements with the controlling shareholder (and/or any of its associates) will be conducted at arm’s length and on normal commercial terms;(2) neither the controlling shareholder nor any of its associates will take
LR 6.5.5RRP
1An applicant with more than one controlling shareholder is not required to enter into a separate agreement with each controlling shareholder if:(1) the applicant reasonably considers, in light of its understanding of the relationship between the relevant controlling shareholders, that a controlling shareholder can procure the compliance of another controlling shareholder and that controlling shareholder’s associates with the undertakings in LR 6.5.4R; and(2) the agreement, which
DTR 5.11.1RRP
An issuer whose registered office is in a third country3 will be treated as meeting equivalent requirements to those set out in DTR 5.8.12 R (2) (issuer to make public notifications of major shareholdings by close of third day following receipt) provided that the period of time within which the notification of the major holdings is to be effected to the issuer and is to be made public by the issuer is in total equal to or shorter than seven trading days.[Note: article 19 of the
DTR 5.11.2RRP
An issuer whose registered office is in a third country3 will be treated as meeting equivalent requirements in respect of treasury shares to those set out in DTR 5.5.1 R provided that:(1) if the issuer is only allowed to hold up a maximum of 5% of its own shares to which voting rights are attached, a notification requirement is triggered under the law of the third country3 whenever this the maximum threshold of 5% of the voting rights is reached or crossed;(2) if the issuer is
DTR 5.11.3RRP
An issuer whose registered office is in a third country3 will be treated as meeting equivalent requirements to those set out in DTR 5.6.1 R (Disclosure by issuers of total voting rights) provided that the issuer is required under the law of the third country3 to disclose to the public the total number of voting rights and capital within 30 calendar days after an increase or decrease of such total number has occurred.[Note: article 21 of the TD implementing Directive]
DTR 5.11.4RRP
An issuer whose registered office is in a third country3 is exempted from DTR 5.5.1R, DTR 5.6.1R and DTR 5.8.12R(2) if:22(1) the law of the third country3 in question lays down equivalent requirements; or2(2) the issuer complies with requirements of the law of a third country3 that the FCA considers as equivalent.2[Note: article 23(1) of the TD]2
DTR 5.11.5GRP
The FCA maintains a published list of third country3, for the purpose of DTR 5.11.4R3, whose laws2 lay down requirements equivalent to those imposed upon issuers by this chapter, or where the requirements of the law of that third country3 are considered to be equivalent by the FCA2. Such issuers remain subject to the following requirements of DTR 6:2(1) the filing of information with the FCA;(2) the language provisions; and(3) the dissemination of information provisions.