Related provisions for LR 4.2.11

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COLL 5.2.14GRP
(1) COLL 9.3 gives further detail as to the recognition of a scheme under section 270of the Act.(2) Article 5013 of the UCITS Directive sets out the general investment limits. So, a non-UCITS retail scheme, or its equivalent EEAscheme which has the power to invest in gold or immovables would not meet the criteria set in COLL 5.2.13R (1)(c) and COLL 5.2.13R (1)(d).13(3) 8In determining whether a scheme meets the requirements of article 50(1)(e)13 of the UCITS Directive for the
COLL 5.2.34GRP
13Authorised fund managers of UCITS schemes or EEA UCITS schemes should bear in mind that where a UCITS scheme, or an EEA UCITS scheme that is a recognised scheme under section 264 of the Act, employs particular investment strategies such as investing more than 35% of its scheme property in government and public securities, or investing principally in units in collective investment schemes, deposits or derivatives, or replicating an index, COBS 4.13.2R (Marketing communications
LR 4.2.1GRP
Section 80 (1) of the Act (general duty of disclosure in listing particulars) requires listing particulars submitted to the FSA 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 4.2.2RRP
(1) The listing particulars must contain a summary that complies with the requirements in section 87A(5) and (6) of the Act and PR 2.1.4 EU to PR 2.1.7 R (as if those requirements applied to the listing particulars).(2) Paragraph (1) does not apply:(a) in relation to specialist securities referred to in LR 4.1.1R (2); or(b) if, in accordance with PR 2.1.3 R, no summary would be required in relation to the securities.
DEPP 2.5.9GRP
FSA staff under executive procedures will take the following statutory notice decisions:(1) the refusal of an application for listing of securities;(2) the suspension of listing on the FSA's own initiative or at the request of the issuer;(3) [deleted]22(4) the discontinuance of listing of securities at the issuer's request;(5) the exercise of any of the powers in sections 87K or 87L of the Act in respect of a breach of any applicable provision; and2(6) [deleted]22(7) the refusal
DEPP 2.5.11GRP
If securities have matured or otherwise ceased to exist the FSA will remove any reference to them from the official list. This is a purely administrative process, and not a discontinuance of listing in the sense used in Part 6 of the Act.
DEPP 2.5.18GRP
Some of the distinguishing features of notices given under enactments other than the Act are as follows: (1) Building Societies Act 1986, section 36A: There is no right to refer a decision to issue a prohibition order under section 36A to the Tribunal. Accordingly, a decision notice under section 36A(5A) is not required to give an indication of whether any such right exists. A decision notice under section 36A(5A) may only relate to the issue of a prohibition order under section
PERG 9.10.1GRP
A number of controls apply under the Act to the promotion of shares or securities that are issued by any body corporate. These controls differ according to whether the person making the promotion is an unauthorised person (see PERG 9.10.2 G) or an authorised person (see PERG 9.10.3 G to PERG 9.10.6 G). In addition, where a body corporate is not an open-ended investment company:(1) the requirements of Prospectus Rules relating to the publication of an approved prospectus may1 apply
PERG 9.10.2GRP
The controls under the Act that apply to promotions of shares or securities by unauthorised persons are in section 21 of the Act (Restrictions on financial promotion). These controls apply where an unauthorised person makes a financial promotion in, or from, the United Kingdom that relates to the shares in or securities of any body corporate. The same controls apply regardless of whether the shares or securities being promoted are issued by a body corporate that is an open-ended
PERG 9.10.3GRP
Promotions made by authorised persons in the United Kingdom are generally subject to the controls inCOBS 4 (Communicating with clients, including financial promotions).3 However, in the case of shares in, or securities of, a body corporate which is an open-ended investment company, additional controls are imposed by Chapter II of Part XVII of the Act (Restrictions on promotion of collective investment schemes) (see PERG 8.20). Section 238 of the Act (Restrictions on promotion)
PERG 9.8.2GRP
In the FSA's view, the 'realisation' of an investment means converting an asset into cash or money. The FSA does not consider that 'in specie' redemptions (in the sense of exchanging shares or securities of BC with other shares or securities) will generally count as realisation. Section 236(3)(a) refers to the realisation of an investment, the investment being represented by the 'value' of shares or securities held in BC. In the FSA's view, there is no realisation of value where
PERG 9.8.5GRP
The use of an expectation test ensures that the definition of an open-ended investment company is not limited to a situation where a holder of shares in, or securities of, a body corporate has an entitlement or an option to realise his investment. It is enough if, on the facts of any particular case, the reasonable investor would expect that he would be able to realise the investment. The following are examples of circumstances in which the FSA considers that a reasonable investor
PERG 9.8.8GRP
Similarly, if BC issues shares or securities on different terms as to the period within which they are to be redeemed or repurchased (see PERG 9.6.4 G (The investment condition (section 236(3) of the Act): general), BC must be considered as a whole. Whether or not the expectation test is satisfied in relation to a particular body corporate is bound to involve taking account of the terms on which its shares or securities, or classes of shares or securities, are issued. But this
PR 2.1.1UKRP
1Sections 87A(2), (3) and (4) of the Act provide for the general contents of a prospectus:(2)The necessary information is the information necessary to enable investors to make an informed assessment of –(a)the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the transferable securities and of any guarantor; and(b)the rights attaching to the transferable securities.(3)The necessary information must be presented in a form which is comprehensible
PR 2.1.2UKRP
Sections 87A(5) and (6) of the Act set out the requirement for a summary to be included in a prospectus:(5)The prospectus must include a summary (unless the transferable securities in question are ones in relation to which prospectus rules provide that a summary is not required).(6)The summary must, briefly and in non-technical language, convey the essential characteristics of, and risks associated with, the issuer, any guarantor and the transferable securities to which the prospectus
PR 2.1.3RRP
In accordance with section 87A(5) of the Act, a summary is not required for a prospectus relating to non-equity transferable securities that have a denomination of at least 50,000 Euros(or an equivalent amount) if the prospectus relates to an admission to trading. [Note: article 5.2 PD]
PR 2.1.7RRP
The summary must also contain a warning to the effect that:(1) it should be read as an introduction to the prospectus;(2) any decision to invest in the transferable securities should be based on consideration of the prospectus as a whole by the investor;(3) where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of the EEA States, have to bear the costs of translating the prospectus
LR 2.1.3GRP
Under the Act, the FSA may also refuse an application for admission if it considers that:(1) admission of the securities would be detrimental to investors' interests; or(2) for securities already listed in another EEA State, the issuer has failed to comply with any obligations under that listing.
LR 2.2.10RRP
(1) This rule applies if under the Act or under the law of another EEA State:(a) a prospectus must be approved and published for the securities; or(b) the applicant is permitted and elects to draw up a prospectus for the securities.(2) To be listed:(a) a prospectus must have been approved by the FSA and published in relation to the securities; or(b) if another EEA State is the Home Member State for the securities, the relevant competent authority must have supplied the FSA with:(i)
PERG 9.9.5GRP
However, where there is a market, the FSA does not consider that the test in section 236(3)(b) would be met if the price the investor receives for his investment is wholly dependent on the market rather than specifically on net asset value. In the FSA's view, typical market pricing mechanisms introduce too many uncertainties to be able to form a basis for calculating the value of an investment (linked to net asset value) of the kind contemplated by the satisfaction test. As a
PR 2.2.8RRP
The information given in the base prospectus must be supplemented, if necessary, in accordance with section 87G of the Act (supplementary prospectus), with updated information on the issuer and on the transferable securities to be offered or to be admitted to trading. [Note: article 5.4 PD]
PR 2.2.10EURP
Articles 25 and 26 of the PD Regulation provide for the format of prospectuses and base prospectuses:Format of the prospectus25.1Where an issuer, an offeror or a person asking for the admission to trading on a regulated market chooses, according to [PR 2.2.1 R] to draw up a prospectus as a single document, the prospectus shall be composed of the following parts in the following order:(1)a clear and detailed table of contents;(2)the summary provided for in [section 87A(5) of the
PR 3.1.7UKRP
Section 87A(1) of the Act provides for the approval of a prospectus by the FSA:(1)The [FSA] may not approve a prospectus unless it is satisfied that:(a)the United Kingdom is the home State in relation to the issuer of the transferable securities to which it relates,(b)the prospectus contains the necessary information, and(c)all of the other requirements imposed by or in accordance with this Part or the prospectus directive have been complied with (so far as those requirements
PERG 9.6.3GRP
Section 236(3) of the Act states clearly that the investment condition must be met 'in relation to BC'. In the FSA's view, this means that the investment condition should not be applied rigidly in relation to specific events such as particular issues of shares or securities or in relation to particular points in time. The requirements of the investment condition must be satisfied in relation to the overall impression of the body corporate itself, having regard to all the circ
PERG 9.6.5GRP
Certain matters are to be disregarded in determining whether the investment condition is satisfied. Section 236(4) of the Act states that, for these purposes, no account is to be taken of any actual or potential redemption or repurchase of shares or securities under:(1) Chapters 3 to 71 of Part 181 of the Companies Act 2006;1or1(2) [deleted]11(3) corresponding provisions in force in another EEA State; or(4) provisions in force in a country or territory other than an EEA State
PR 1.2.1UKRP
Sections 85 and 86 of the Act provide for when a prospectus approved by the FSA will be required:85(1)It is unlawful for transferable securities to which this subsection applies to be offered to the public in the United Kingdom unless an approved prospectus has been made available to the public before the offer is made.(2)It is unlawful to request the admission of transferable securities to which this subsection applies to trading on a regulated market situated or operating in
PR 1.2.2RRP
In accordance with section 85(5)(b) of the Act, section 85(1) of the Act does not apply to offers of the following types of transferable securities:(1) shares issued in substitution for shares of the same class already issued, if the issue of the new shares does not involve any increase in the issued capital;(2) transferable securities offered in connection with a takeover by means of an exchange offer, if a document is available containing information which is regarded by the
PR 1.2.3RRP
In accordance with section 85(6)(b) of the Act, section 85(2) of the Act does not apply to the admission to trading of the following types of transferable securities:(1) shares representing, over a period of 12 months, less than 10 per cent of the number of shares of the same class already admitted to trading on the same regulated market;(2) shares issued in substitution for shares of the same class already admitted to trading on the same regulated market, if the issue of the
PERG 2.5.5GRP
For persons who are MiFID2investment firms, the activities that must be caught by the Regulated Activities Order are those that are caught by MiFID2. To achieve this result, some of the exclusions in the Order (that will apply to persons who are not caught by MiFID2) have been made unavailable to MiFID2investment firms when they provide or perform investment services and activities. A "MiFID investment firm", for these purposes, includes credit institutions to which MiFID applies
PERG 9.4.4GRP
Analysing a typical corporate structure in terms of the definition of a collective investment scheme, money will be paid to the body corporate in exchange for shares or securities issued by it. The body corporate becomes the beneficial owner of that money in exchange for rights against the legal entity that is the body corporate. The body corporate then has its own duties and rights that are distinct from those of the holders of its shares or securities. Such arrangements will,
PERG 9.4.6GRP
In the FSA's view, the question of what constitutes a single scheme in line with section 235(4) of the Act does not arise in relation to a body corporate. This is simply because the body corporate is itself a collective investment scheme (and so is a single scheme). Section 235(4) contemplates a 'separate' pooling of parts of the property that is subject to the arrangements referred to in section 235(1). But to analyse a body corporate in this way requires looking through its