Related provisions for LR 18.4.3B

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LR 18.2.1RRP
If an application is made for the admission of certificates representing certain securities, the issuer of the securities which the certificates represent is the issuer for the purpose of the listing rules and the application will be dealt with as if it were an application for the admission of the securities.
LR 18.2.2RRP
For certificates representing certain securities to be admitted to listing an issuer of the securities which the certificates represent must comply with LR 18.2.3 R to LR 18.2.7 G.
LR 18.2.4RRP
For the certificates to be listed, the securities which the certificates represent must:(1) conform with the law of the issuer's place of incorporation;(2) be duly authorised according to the requirements of the issuer's constitution; and(3) have any necessary statutory or other consents. [Note: Articles 45 and 53 CARD]
LR 18.2.5RRP
(1) For the certificates to be listed, the securities which the certificates represent must be freely transferable. [Note: Articles 46, 54 and 60 CARD](2) For the certificates to be listed, the securities which the certificates represent must be fully paid and free from all liens and from any restriction on the right of transfer (except any restriction imposed for failure to comply with a notice under section 793 of the Companies Act 2006 (Notice by company requiring information
LR 18.2.8RRP
(1) If an application is made for the admission of a class of certificates representing shares of an overseas company, a sufficient number of certificates must, no later than the time of admission, be distributed to the public in one or more EEA States.(2) For the purposes of paragraph (1), account may also be taken of holders in one or more states that are not EEA States, if the certificates are listed in the state or states.(3) For the purposes of paragraph (1), a sufficient
LR 18.2.9GRP
The FSA may modify LR 18.2.8 R to accept a percentage lower than 25% if it considers that the market will operate properly with a lower percentage in view of the large number of certificates of the same class and the extent of their distribution to the public. For that purpose, the FSA may take into account certificates of the same class that are held (even though they are not listed) in states that are not EEA States. 1[Note: Article 48 CARD]
LR 18.2.11RRP
To be listed, the certificates representing certain securities must satisfy the requirements set out in LR 2.2.2 R to LR 2.2.11 R. For this purpose, in those rules references to securities are to be read as references to the certificates representing certain securities for which application for listing is made.
LR 18.2.12RRP
To be listed, the certificates representing certain securities must not impose obligations on the depositary that issues the certificates except to the extent necessary to protect the certificate-holders rights to, and the transmission of entitlements of, the securities.
LR 18.2.14RRP
A depositary that issues certificates representing certain securities must hold on trust (or under equivalent arrangements) for the sole benefit of the certificate holders the securities to which the certificates relate, all rights relating to the securities and all money and benefits that it may receive in respect of them, subject only to payment of the remuneration and proper expenses of the issuer of the certificates.
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 18.4.2RRP
A UK issuer of equity shares which the certificates represent must comply with the continuing obligations set out in LR 9 (Continuing obligations) in addition to the requirements of this section.
LR 18.4.3RRP
An overseas company that is the issuer of the equity shares which the certificates represent must comply with:(1) the requirements of this section;(2) the continuing obligations set out in LR 14.3 (Continuing obligations) (other than in LR 14.3.2 R and LR 14.3.15 R), LR 18.2.8 R3 and LR 18.4.3A R2; and1(3) DTR 21 (Disclosure and control of inside information by issuers), as if it were an issuer for the purposes of the disclosure rules and transparency rules.
LR 18.4.4RRP
Prior to any change of the depositary of certificates representing certain securities, the new depositary must satisfy the FSA that it meets the requirements of LR 18.2.11 R to LR 18.2.14 R.
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.
PERG 8.21.9GRP
A 'relevant investment' in article 43 means:(1) shares or debentures; and(2) warrants and certificates representing certain securities relating to (1) and issued by G or a person acting on behalf of or under arrangements made with C.Article 43 allows a company to communicate a financial promotion to its shareholders about rights issues or a cash offer by a third party for their shares. It also allows a company to communicate with its creditors about restructuring debt obligations.
PERG 8.21.12GRP
Article 59 imposes certain conditions.(1) The financial promotion must be an inducement and not be an invitation or amount to advice to acquire or dispose of an investment.(2) The inducement must not relate to any investment other than shares or debentures issued, or to be issued, by1 the company making the financial promotion (or a member of its group) or warrants relating to or certificates representing such shares or debentures.(3) If the financial promotion contains any reference
PERG 8.21.13GRP
Article 67 exempts any financial promotion other than an unsolicited real time financial promotion which relates to shares, debentures, government and public securities, warrants or certificates representing certain securities which are permitted to be traded or dealt in on a relevant market. A relevant market for the purposes of article 67 is one which meets the criteria in Part I of, or is specified in or established under the rules of an exchange specified in Parts II or III
PERG 8.21.21GRP
A requirement common to the exemptions in articles 59, 67 and 69 is that the financial promotions must not relate to investments other than those issued, or to be issued,1 by the company or a member of its group. The FSA is aware that there is concern about comments made in company statements or briefings. This is that they may be held to be inducements to acquire or dispose of, or exercise rights conferred by, an investment issued by a third party. For example, traded options
LR 18.3.1RRP
An applicant for admission of certificates representing certain securities must comply with LR 3.2 and LR 3.4.4 R to LR 3.4.8 R1subject to the following modifications.1
LR 18.3.2RRP
11In addition to the documents referred to in LR 3.4.6 R, an applicant for admission of certificates representing certain securities must keep a copy of the executed deposit agreement for six years after the admission of the relevant certificates.1
REC 2.6.7EURP

Article 17 of the MiFID Regulation

2Pre-trade transparency obligations

(1)

A ... market operator operating an MTF or a regulated market shall, in respect of each share admitted to trading on a regulated market that is traded within a system operated by it and specified in Table 1 of Annex II [(see REC 2.6.8 EU)], make public the information set out in paragraphs 2 to 6.

(2)

Where one of the entities referred to in paragraph 1 operates a continuous auction order book trading system, it shall, for each share as specified in paragraph 1, make public continuously throughout its normal trading hours the aggregate number of orders and of the shares those orders represent at each price level, for the five best bid and offer price levels.

(3)

Where one of the entities referred to in paragraph 1 operates a quote-driven trading system, it shall, for each share as specified in paragraph 1, make public continuously throughout its normal trading hours the best bid and offer by price of each market maker in that share, together with the volumes attaching to those prices.

The quotes made public shall be those that represent binding commitments to buy and sell the shares and which indicate the price and volume of shares in which the registered market makers are prepared to buy or sell.

In exceptional market conditions, however, indicative or one-way prices may be allowed for a limited time.

(4)

Where one of the entities referred to in paragraph 1 operates a periodic auction trading system, it shall, for each share specified in paragraph 1, make public continuously throughout its normal trading hours the price that would best satisfy the system's trading algorithm and the volume that would potentially be executable at that price by participants in that system.

(5)

Where one of the entities referred to in paragraph 1 operates a trading system which is not wholly covered by paragraphs 2 or 3 or 4, either because it is a hybrid system falling under more than one of those paragraphs or because the price determination process is of a different nature, it shall maintain a standard of pre-trade transparency that ensures that adequate information is made public as to the price level of orders or quotes for each share specified in paragraph 1, as well as the level of trading interest in that share.

In particular, the five best bid and offer price levels and/or two-way quotes of each market maker in that share shall be made public, if the characteristics of the price discovery mechanism permit it.

(6)

A summary of the information to be made public in accordance with paragraphs 2 to 5 is specified in Table 1 of Annex II. [(see REC 2.6.8 EU)]
REC 2.6.8EURP

Table 1 of Annex II to the MiFID Regulation: Information to be made public in accordance with Article 17 (see REC 2.6.9EU)

2Type of system

Description of system

Summary of information to be made public, in accordance with Article 17

continuous auction order book trading system

a system that by means of an order book and a trading algorithm operated without human intervention matches sell orders with matching buy orders on the basis of the best available price on a continuous basis

the aggregate number of orders and the shares they represent at each price level, for at least the five best bid and offer price levels.

quote-driven trading system

a system where transactions are concluded on the basis of firm quotes that are continuously made available to participants, which requires the market makers to maintain quotes in a size that balances the needs of members and participants to deal in a commercial size and the risk to which the market maker exposes itself

the best bid and offer by price of each market maker in that share, together with the volumes attaching to those prices

periodic auction trading system

a system that matches orders on the basis of a periodic auction and a trading algorithm operated without human intervention

the price at which the auction trading system would best satisfy its trading algorithm and the volume that would potentially be executable at that price

trading system not covered by first three rows

A hybrid system falling into two or more of the first three rows or a system where the price determination process is of a different nature than that applicable to the types of system covered by [the] first three rows

adequate information as to the level of orders or quotes and of trading interest; in particular, the five best bid and offer price levels and/or two way quotes of each market maker in the share, if the characteristics of the price discovery mechanism so permit

REC 2.6.15EURP

Article 27(1) of the MiFID Regulation

2Post-trade transparency obligation

1.

... regulated markets, and ... market operators operating an MTF shall, with regard to transactions in respect of shares admitted to trading on regulated markets concluded ... within their systems, make public the following details:

(a)

the details specified in points 2, 3, 6, 16, 17, 18 and 21 of Table 1 of Annex I [(see REC 2.6.16 EU)]

(b)

an indication that the exchange of shares is determined by factors other than the current market valuation of the share, where applicable [(see REC 2.6.17 EU)];

(c)

an indication that the trade was a negotiated trade, where applicable;

(d)

any amendments to previously disclosed information, where applicable.

Those details shall be made public either by reference to each transaction or in a form aggregating the volume and price of all transactions in the same share taking place at the same price at the same time.
REC 2.6.29GRP
2In determining whether a UK RIE is ensuring that business conducted by means of its facilities is conducted in an orderly manner (and so as to afford proper protection to investors), the FSA may have regard to whether the UK RIE's arrangements and practices: (1) enable members and clients for whom they act to obtain the best price available at the time for their size and type of trade;(2) ensure:(a) sufficient pre-trade transparency in the UK RIE's markets taking account of the
LR 18.1.1RRP
1This chapter applies to:(1) a depositary; and(2) an issuer of the securities which are represented by certificates.
LR 17.1.1RRP
1This chapter applies to(1) an issuer of any of the following types of securities:(a) debt securities;(b) asset-backed securities;(c) certificates representing debt securities; and(d) specialist securities of the following types:(i) convertible securities which convert to debt securities;(ii) convertible securities which convert to equity securities; and(iii) convertible securities which are exchangeable for securities of another company.
PERG 2.6.15GRP
The specified investment category of certificates representing certain securities covers certificates or other instruments which confer rights in relation to shares and debt securities. It includes depositary receipts.
PERG 2.6.16GRP
There is an exclusion for any instrument that would otherwise fall within the specified investment category of units in a collective investment scheme. But the exclusion does not apply where the underlying investments covered by the certificate are issued by the same (non-public sector) issuer or constitute a single issue of public sector debt (such as a single issue of gilts). Certificates or other instruments conferring rights in respect of investments in these two cases continue
COLL 5.2.7RRP
(1) A transferable security is an investment which is any of the following:(a) a share;(b) a debenture;(c) a government and public security;(d) a warrant; or(e) a certificate representing certain securities.(2) An investment is not a transferable security if the title to it cannot be transferred, or can be transferred only with the consent of a third party.(3) In applying (2) to an investment which is issued by a body corporate, and which is a share or a debenture, the need for
COLL 5.2.11RRP
(1) This rule does not apply to government and public securities.(2) For the purposes of this rule companies included in the same group for the purposes of consolidated accounts as defined in accordance with the Seventh Council Directive 83/349/EEC of 13 June 1983 based on Article 54(3)(g) of the Treaty on consolidated accounts or, in the same group in accordance with international accounting standards, are regarded as a single body.(3) Not more than 20% in value of the scheme
PERG 8.14.21GRP
This exemption disapplies the restriction in section 21 of the Act from non-real time financial promotions or solicited real time financial promotions which are made to a person who the communicator believes on reasonable grounds to be a certified high net worth individual and which relate to certain investments. These investments must be either;(1) shares in or debentures of an unlisted company; or(2) warrants,certificates representing certain securities, options, futures or
PERG 8.14.41GRP
Several exemptions, including article 43 of the Financial Promotion Order (Members and creditors of certain bodies corporate), apply only in relation to relevant investments being shares or debentures in the body corporate or a member of its group, or warrants or certificates representing certain securities relating to such shares or debentures. In the FSA's view, an exchangeable debt security which is partly a debenture and partly an option is a relevant investment for these
PERG 8.25.1GRP
For the purposes of article 53 of the Regulated Activities Order, a security or relevant investment is any one of the following:(1) shares;(2) debentures;(3) government and public securities;(4) warrants;(5) certificates representing certain securities;(6) units in collective investment schemes;(7) stakeholder pension schemes or personal pension schemes1;(8) options;(9) futures;(10) contracts for differences;(11) contracts of insurance;(12) funeral plan contracts;(13) rights to
FEES 4.2.11RRP

Table of periodic fees

1 Fee payer

2 Fee payable

3 Due date

4 Events occurring during the period leading to modified periodic fee

Any firm (except an ICVC or a UCITS qualifier)

As specified in FEES 4.3.1 R

(1) Unless (2) applies, on or before the relevant dates specified in FEES 4.3.6 R

(2) If an event specified in column 4 occurs during the course of a financial year, 30 days after the occurrence of that event, or if later the dates specified in FEES 4.3.6 R.

Firm receives permission; or Firm extends permission

Any firm which reports transactions3 to the FSA using the FSA's Direct Reporting System or FSA's Transaction Reporting System (see SUP 17)

3

FEES 4 Annex 3

(1) For transaction charges, the first working day of each month

(2) For licence fees and enrolment charges, by the date set out on the relevant invoice

Not applicable

Persons who hold a certificate issued by the FSA under article 54 of the Regulated Activities Order (Advice given in newspapers etc.)

£1,000

(1) Unless (2) applies, on or before 30 April

(2) If an event in column 4

occurs

during the course of a financial year, 30 days after the occurrence of that event

Certificate issued to person by FSA under Article 54 RAO

Any manager of an authorised unit trust;

In relation to each unit trust the amount specified in FEES 4 Annex 4

Authorisation order is made in relation to the relevant scheme

Any ACD of an ICVC; and

In relation to each ICVC the amount specified in FEES 4 Annex 4

Persons who, under the constitution or founding arrangements of a recognised scheme, is responsible for the management of the property held for or within the scheme;

In relation to each recognised scheme the amount specified in FEES 4 Annex 4

The relevant scheme becomes a recognised collective investment scheme

Not applicable

UK recognised body

FEES 4 Annex 6, part 1

(1) Unless (2) applies, by the due dates set out in FEES 4 Annex 6, part 1

(2) If the event in column 4 occurs during the course of a financial year, 30 days after the occurrence of that event

Recognition order is made.Modified periodic fee:

(1) for a UKrecognised investment exchange, 150,000;

(2) for a UKrecognised clearing house, 250,000.

Overseas recognised body

FEES 4 Annex 6, part 2

(1), unless (2) applies, 1 July.

(2) If the event in column 4 occurs during the course of a financial year , 30 days after the occurrence of that event.

Recognition order is made.Modified periodic fee:

(1) for an overseas investment exchange, 10,000;

(2) for a overseas clearing house, 35,000.

Listedissuers (in LR) of shares, depositary receipts and securitised derivatives (in LR), unless the conditions set out below apply.3

The first condition is that the listedissuer, or a related entity, has already paid a periodic fee in respect of the period concerned. The second condition is that the listedissuer is subject to listing rules as a result of a reverse takeover, or that the listedissuer is a newly formed entity, created as a result of a restructuring.3

FEES 4 Annex 7

Within 30 days of the date of the invoice

Listedissuer3 (in LR) becomes subject to listing rules

3

Sponsors

10,00010 per year for the period from 1 April to 31 March the following year (see Note)2

Within 30 days of the date of the invoice

Approval of sponsor

All non-listed issuers (in DTR) of shares, depositary receipts and securitised derivatives.

FEES 4 Annex 8

Within 30 days of the date of the invoice

Non-listed issuer (in DTR) becomes subject to disclosure rules and transparency rules

Note:Sponsors on the list of approved sponsors as at 1 April each year will be liable for the full year's annual fee unless FEES 4.3.13 R applies.2

LR 3.4.1RRP
LR 3.4.4 R to LR 3.4.6 R1 apply to an applicant that is seeking admission of any of the following types of securities:1(1) debt securities;(2) asset-backed securities;(3) certificates representing certain securities; and(4) [deleted]11(5) convertible securities other than those referred to in LR 3.3.1R (3).1
LR 4.2.4RRP
The following minimum information from the PD Regulation must be included in listing particulars:(1) for an issue of bonds including bonds convertible into the issuer's shares or exchangeable into a third party issuer'sshares or derivative securities, irrespective of the denomination of the issue, the minimum information required by the schedules applicable to debt and derivative securities with a denomination per unit of at least 50,000 euros;(2) the additional information required by
REC 2.5.1UKRP

Schedule to the Recognition Requirements Regulations, paragraph 3

2(1)

The [UK RIE] must ensure that the systems and controls used in the performance of its [relevant functions] are adequate, and appropriate for the scale and nature of its business.

(2)

Sub-paragraph (1) applies in particular to systems and controls concerning -

(a)

the transmission of information;

(b)

the assessment, mitigation and management of risks to the performance of the [UK RIE'srelevant functions];

(c)

the effecting and monitoring of transactions on the [UK RIE];

(ca)

the technical operation of the [UK RIE], including contingency arrangements for disruption to its facilities;

(d)

the operation of the arrangements mentioned in paragraph 4(2)(d); and

(e)

(where relevant) the safeguarding and administration of assets belonging to users of the [UK RIE's] facilities.
PERG 8.36.4GRP

Table Controlled investments

1.

A deposit.

2.

Rights under a contract of insurance.

3.

Shares etc.

4

Instruments creating or acknowledging indebtedness (referred to in the Glossary as debentures)

5.

Government and public securities.

6.

Instruments giving entitlement to investments (referred to in the Glossary as warrants).

7.

Certificates representing certain securities.

8.

Units in a collective investment scheme.

9.

Rights under a stakeholder pension scheme or a personal pension scheme2.

10.

Options.

11.

Futures.

12.

Contracts for differences etc.

13.

Lloyd's syndicate capacity and syndicate membership.

14.

Funeral plan contracts

15.

Agreements for qualifying credit

316.

Rights under a home reversion plan.

317.

Rights under a home purchase plan.

18.3

3

Rights to or interests in anything falling under 1 to 143 above.

3
LR 5.2.3GRP
The FSA will generally cancel the listing of a listed company'ssecurities when it completes a reverse takeover.