Related provisions for GENPRU 2.2.67

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LR 5.2.10RRP
LR 5.2.5 Rdoes4 not apply to the cancellation of securities11 with a premium listing5 in the case of a takeover offer if9:145594(1) the offeror or any controlling shareholder who is an offeror is interested in 50% or less of the voting rights of an issuer before announcing its firm intention to make its takeover offer;99(2) the offeror has by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the
LR 5.2.11RRP
Where LR 5.2.10R applies, the 14issuer9 must notify shareholders5 and, in the case of certificates representing shares, holders of certificates:14951199922(1) by stating:14(a) that the offeror has reached the threshold described in LR 5.2.10R(2);14(b) that the notice period has therefore commenced; and14(c) the anticipated date of cancellation, or14(2) by stating in the explanatory letter or other material accompanying the section 979 notice:14(a) that the notice period has commenced;
LR 5.2.11ARRP
9LR 5.2.5 R does not apply to the cancellation of securities11 with a premium listing in the case of a takeover offer if:(1) the offeror or any controlling shareholder who is an offeror is interested in more than 50% of the voting rights of an issuer before announcing its firm intention to make its takeover offer;(2) the offeror has by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the voting
LR 5.2.11CRRP
Where LR 5.2.11AR applies, the14issuer must notify shareholders and, in the case of certificates representing shares, holders of certificates:1491110(1) by stating:14(a) that the relevant thresholds described in LR 5.2.11AR(2) to (3) have been reached;14(b) that the notice period has therefore commenced; and of14(c) the anticipated date of cancellation, or14(2) by stating in the explanatory letter or other material accompanying the section 979 notice:14(a) that the notice period
LR 5.2.12RRP
1LR 5.2.5 R and LR 5.2.8 R do not apply to the cancellation of equity shares and certificates representing shares11 as a result of:4556(1) a takeover or restructuring of the issuer effected by a scheme of arrangement under Part 26 of the Companies Act 20063; or 23(2) an administration or liquidation of the issuer pursuant to a court order under the Insolvency Act 1986, Building Societies Act 1986,Water Industry Act 1991, Banking Act 2009,Energy Act 2011 or the Investment Bank
COND 2.3.6GRP
(1) Section 420(1) of the Act (Parent and subsidiary undertaking) states that, except in relation to an incorporated friendly society, 'parent undertaking' and 'subsidiary undertaking' have the same meaning as in the Companies Acts (see section 1162 of, and schedule 7 to, the Companies Act 2006)4. These are the cases referred to in COND 2.3.7 G (1)(a) to (f).4(2) Section 420(2) of the Act supplements these definitions in two ways; these are the cases referred to in COND 2.3.7
COND 2.3.9GRP
The provisions of Schedule 74to the Companies Act 20064(Parent and subsidiary undertakings:4 supplementary provisions) explain and supplement the provisions of section 1162 4of the Companies Act 20064(outlined in COND 2.3.7 G (1)(a) to (f)).4444
COND 2.3.12GRP
The guidance in COND 2.3 is not comprehensive and is not a substitute for consulting the relevant legislation, for example the Companies Act 2006,4 the Friendly Societies Act 1992 and the Seventh Company Law Directive, or obtaining appropriate professional advice.4
LR 9.3.6RRP
A listedcompany must ensure that, in addition to its obligations under the Companies Act 2006,3 a proxy form:(1) [deleted]33(2) provides for at least three3-way voting on all resolutions intended to be proposed (except that it is not necessary to provide proxy forms with three3-way voting on procedural resolutions); and333(3) [deleted]33(4) states that if it is returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion
LR 9.3.9RRP
Where a listedcompany has taken a power in its constitution to impose sanctions on a shareholder who is in default in complying with a notice served under section 7932 of the Companies Act 2006 (Notice by company requiring information about interests in its shares)2:22(1) sanctions may not take effect earlier than 14 days after service of the notice;(2) for a shareholding of less than 0.25% of the shares of a particular class (calculated exclusive of treasury shares), the only
LR 9.3.12RRP
LR 9.3.11 R does not apply to:8(1) a listed company incorporated in the United Kingdom if a 8disapplication of statutory pre-emption rights has been authorised by shareholders in accordance with section 57053(Disapplication of pre-emption rights: directors acting under general authorisation) or section 571 (Disapplication of pre-emption rights by special resolution) of the Companies Act 2006 and the issue of equity securities78 or sale of treasury shares that are equity shares
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.1.7RRP
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]
SUP 12.9.5RRP
2If a MiFID investment firm5 appoints an FCA registered tied agent5 this section applies to that firm as though the FCA registered tied agent5 were an appointed representative.
EG App 3.2.2RP
1The principal activities of CIB are, however, the investigations into the conduct of companies under the Companies Acts. These are fact-finding investigations but may lead to follow-up action by CIB such as petitioning for the winding up of a company, disqualification of directors of the company or referring the matter to the Solicitors Office for prosecution. CIB may also disclose information to other prosecution or regulatory authorities to enable them to take appropriate action
SUP 3.5.1GRP
If an auditor is to carry out his duties properly, he needs to be independent of the firm he is auditing, so that he is not subject to conflicts of interest. Many firms are also subject to requirements under the Companies Act 1989, or the Companies Act 2006,1 the Building Societies Act 1986 or the Friendly Societies Act 1992 on auditor's independence.
LR 13.8.1RRP
A circular relating to a resolution proposing to grant the directors' authority to allot shares or other securities pursuant to section 551 (Power of directors to allot shares etc: authorisation by company) of the Companies Act 20066 must include:(1) a statement of the maximum amount of shares or other securities6 which the directors will have authority to allot and the percentage which that amount represents of the total ordinary share capital in issue (excluding treasury shares)
LR 13.8.4RRP
A circular relating to a resolution proposing to reduce the company's capital, other than a reduction of capital pursuant to section 626 of the Companies Act 2006 (Reduction of capital in connection with redenomination),4 must include a statement of the reasons for, and the effects of, the proposal.
EG App 2.1.9RP
2The following are indicators of whether action by the FCA or one of the other agencies is more appropriate. They are not listed in any particular order or ranked according to priority. No single feature of the case should be considered in isolation, but rather the whole case should be considered in the round.(a) 2 Tending towards action by the FCAWhere the suspected conduct in question gives rise to concerns regarding market confidence or protection of consumers of services regulated
PERG 5.11.13AGRP
(1) 2There are two types of travel risks covered by PERG 5.11.13G (4)(b). The first type covers damage to, or loss of, baggage and other risks linked to the travel booked with the provider where that travel relates to attendance at an event organised or managed by that provider and the party seeking insurance is not an individual (acting in his private capacity) or a small business.(2) "Small business" means a sole trader, body corporate, partnership or unincorporated association
DTR 5.1.1RRP
1In this chapter:(1) references to an2 "issuer", in relation to shares admitted to trading on a regulated market, are to an issuer whose shares are admitted to trading on a regulated market11;2(2) references to a "non-UKissuer" are to an issuer whose shares are admitted to trading on a regulated market11other than:(a) a public company within the meaning of section 4(2)7of the Companies Act 200674; and434433477(b) a company which is otherwise incorporated in, and whose principal
CONC 10.3.2RRP

Table: Items which are eligible to contribute to the prudential resources of a firm

Item

Additional explanation

1

Share capital

This must be fully paid and may include:

(1)

ordinary share capital; or

(2)

preference share capital (excluding preference shares redeemable by shareholders within two years).

2

Capital other than share capital (for example, the capital of a sole trader, partnership or limited liability partnership)

The capital of a sole trader is the net balance on the firm's capital account and current account. The capital of a partnership is the capital made up of the partners':

(1)

capital account, that is the account:

(a)

into which capital contributed by the partners is paid; and

(b)

from which, under the terms of the partnership agreement, an amount representing capital may be withdrawn by a partner only if:

(i) he ceases to be a partner and an equal amount is transferred to another such account by his former partners or any person replacing him as their partner; or

(ii) he ceases to be a partner and an equal amount is transferred to another such account by his former partners or any person replacing him as their partner; or

(iii) the partnership is otherwise dissolved or wound up; and

(2)

current accounts according to the most recent financial statement.

For the purpose of the calculation of capital resources in respect of a defined benefit occupational pension scheme:

(1)

a firm must derecognise any defined benefit asset;

(2)

a firm may substitute for a defined benefit liability the firm'sdeficit reduction amount, provided that the election is applied consistently in respect of any one financial year.

3

Reserves (Note 1)

These are, subject to Note 1, the audited accumulated profits retained by the firm (after deduction of tax, dividends and proprietors' or partners' drawings) and other reserves created by appropriations of share premiums and similar realised appropriations. Reserves also include gifts of capital, for example, from a parent undertaking.

For the purposes of calculating capital resources, a firm must make the following adjustments to its reserves, where appropriate:

(1)

a firm must deduct any unrealised gains or, where applicable, add back in any unrealised losses on debt instruments held, or formerly held, in the available-for-sale financial assets category;

(2)

a firm must deduct any unrealised gains or, where applicable, add back in any unrealised losses on cash flow hedges of financial instruments measured at cost or amortised cost;

(3)

in respect of a defined benefit occupational pension scheme:

(a)

a firm must derecognise any defined benefit asset;

(b)

a firm may substitute for a defined benefit liability the firm'sdeficit reduction amount, provided that the election is applied consistently in respect of any one financial year.

4

Interim net profits (Note 1)

If a firm seeks to include interim net profits in the calculation of its capital resources, the profits have, subject to Note 1, to be verified by the firm's external auditor, net of tax, anticipated dividends or proprietors' drawings and other appropriations.

5

Revaluation reserves

6

Subordinated loans/debt

Subordinated loans/debts must be included in capital on the basis of the provisions in this chapter that apply to subordinated loans/debts.

Note:

1

Reserves must be audited and interim net profits, general and collective provisions must be verified by the firm's external auditor unless the firm is exempt from the provisions of Part VII of the Companies Act 1985 (section 249A (Exemptions from audit)) or, where applicable, Part 16 of the Companies Act 2006 (section 477 (Small companies: Conditions for exemption from audit)) relating to the audit of accounts.
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
IPRU-INV 13.15.3RRP

A firm must calculate its capital resources in accordance with table 13.15.3(1).

Table 13.15.3(1)

This table forms part of IPRU-INV 13.15.3R.

Capital resources

Companies

Sole traders: Partnerships

Paid-up share capital (excluding preference shares2 redeemable by shareholders2 within two years)

Eligible LLP members’ capital

Share premium account

Retained profits (see IPRU-INV 13.15.4R) and interim net profits (Note 1)

Revaluation reserves

Subordinated loans (see IPRU-INV 13.15.7R)

Debt capital

Balances on proprietor’s or partners’

- capital accounts2

- current accounts2

(see IPRU-INV 13.15.4R)

Revaluation reserves

Subordinated loans (see IPRU-INV 13.15.7R)

less

- Intangible assets

- Material current year losses

- Excess LLP members’ drawings

less

- Intangible assets

- Material current year losses

- Excess of current year drawings over current year profits2

Note 1

Retained profits must be audited and interim net profits must be verified by the firm's external auditor, unless the firm is exempt from the provisions of Part 16 of the Companies Act 2006 (section 477 (Small companies: Conditions for exemption from audit)) relating to the audit of accounts.
IPRU-INV 12.3.2RRP

Table: Items which are eligible to contribute to the financial resources of a firm

Item

Additional explanation

1.

Share capital

This must be fully paid and may include:

(1)

ordinary share capital; or

(2)

preference share capital (excluding preference shares redeemable by shareholders within two years).

2.

Capital other than share capital (for example, the capital of a sole trader, partnership or limited liability partnership)

The capital of a sole trader is the net balance on the firm's capital account and current account. The capital of a partnership is the capital made up of the partners':

(1)

capital account, that is the account:

(a)

into which capital contributed by the partners is paid; and

(b)

from which, under the terms of the partnership agreement, an amount representing capital may be withdrawn by a partner only if:

( i) he ceases to be a partner and an equal amount is transferred to another such account by his former partners or any person replacing him as their partner; or

(ii) the partnership is otherwise dissolved or wound up; and

(2)

current accounts according to the most recent financial statement.

For the purpose of the calculation of financial resources1, in respect of a defined benefit occupational pension scheme:

(1)

a firm must derecognise any defined benefit asset;

(2)

a firm may substitute for a defined benefit liability the firm'sdeficit reduction amount, provided that the election is applied consistently in respect of any one financial year.

3.

Reserves (Note 1)

These are, subject to Note 1, the audited accumulated profits retained by the firm (after deduction of tax, dividends and proprietors' or partners' drawings) and other reserves created by appropriations of share premiums and similar realised appropriations. Reserves also include gifts of capital, for example, from a parent undertaking.

For the purposes of calculating financial resources1, a firm must make the following adjustments to its reserves, where appropriate:

(1)

a firm must deduct any unrealised gains or, where applicable, add back in any unrealised losses on debt instruments held, or formerly held, in the available-for-sale financial assets category;

(2)

a firm must deduct any unrealised gains or, where applicable, add back in any unrealised losses on cash flow hedges of financial instruments measured at cost or amortised cost;

(3)

in respect of a defined benefit occupational pension scheme:

(a)

a firm must derecognise any defined benefit asset;

(b)

a firm may substitute for a defined benefit liability the firm'sdeficit reduction amount, provided that the election is applied consistently in respect of any one financial year.

4.

Interim net profits (Note 1)

If a firm seeks to include interim net profits in the calculation of its financial resources1, the profits have, subject to Note 1, to be verified by the firm's external auditor, net of tax, anticipated dividends or proprietors' drawings and other appropriations.

5.

Revaluation reserves

6.

Subordinated loans/debt

Subordinated loans/debt must be included in financial resources1 on the basis of the provisions in this chapter that apply to subordinated loans/debt.

Note:

1

Reserves must be audited and interim net profits, general and collective provisions must be verified by the firm's external auditor unless the firm is exempt from the provisions of Part VII of the Companies Act 1985 (section 249A (Exemptions from audit)) or, where applicable, Part 16 of the Companies Act 2006 (section 477 (Small companies: Conditions for exemption from audit)) relating to the audit of accounts.

IPRU-INV 11.1.3RRP
(1) Except where a rule makes a different provision, terms in this chapter must have the meaning given to them in the Companies Act 2006 or the firm's accounting framework (usually UK generally accepted accounting principles or IFRS) where defined in that Act or framework.(2) Accounting policies must be the same as those adopted in the firm'sannual report and accounts and must be consistently applied.
SUP 3.8.8GRP
SUP 3.6.1 R requires a firm to cooperate with its auditor. SUP 3.6.3 G refers to the rights to information which an auditor is granted by the Act. SUP 3.6.4 G refers to similar rights granted by the Companies Act 1985 or where applicable, the Companies Act 2006,2 the Building Societies Act 1986 and the Friendly Societies Act 1992.
DTR 4.1.7RRP
(1) The6 financial statements must be audited in accordance with Part 16 of the Companies Act 20066.(2) [deleted]6(3) The audit report, signed by the person or persons responsible for auditing the financial statements must be disclosed in full to the public together with the annual financial report.[Note: article 4(4) of the TD](4) An issuer which is a UK-traded third country company6 within the meaning of section 1241 of the Companies Act 2006 must ensure that the person who