Related provisions for REC 6.8.2

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REC 6.7.3RRP
Where an overseas recognised body includes in its report made under section 295(1) of the Act (Notification: overseas investment exchanges and overseas clearing houses) a statement in compliance with section 295(2)(a) of the Act that an event has occurred in the period covered by that report which is likely to affect the FSA's assessment of whether it is satisfied as to the requirements set out in section 292(3) (Overseas investment exchanges and overseas clearing houses), it
REC 6.7.5RRP
An overseas recognised body must include in the first report submitted under section 295(1) of the Act after the recognition order in relation to that overseas recognised body is made: (1) particulars of any events of the kind described in section 295(2) of the Act which occurred; (2) particulars of any change specified in REC 6.7.4 R (1) or disciplinary action specified in REC 6.7.4 R (2) which occurred; and(3) any annual report and accounts which covered a period ending; after
REC 6.7.7RRP
Where an overseas recognised body proposes to change: (1) its address in the United Kingdom for the service of notices or other documents required or authorised to be served on it under the Act; or(2) the address of its head office;it must give notice to the FSA and inform it of the new address at least 14 days before the change is effected.
REC 6.7.8RRP
Where an overseas recognised body has notice that any licence, permission or authorisation which it requires to conduct any regulated activity in its home territory has been or is about to be:(1) revoked; or(2) modified in any way which would materially restrict the overseas recognised body in performing any regulated activity in its home territory or in the United Kingdom;it must immediately notify the FSA of that fact and must give the FSA the information specified for the purposes
REC 6.7.13GRP
Overseas recognised bodies may apply to the FSA for a waiver of any of the notification rules. The procedure is the same as that for applications from UK recognised bodies. Guidance on the procedure is given in REC 3.3.
REC 6.6.1GRP
An overseas recognised body is required to notify the FSA of certain events and give information to it on a regular basis and when certain specified events occur. Section 295 of the Act (Notification: overseas investment exchanges and overseas clearing houses) requires each overseas recognised body to provide the FSA, the Treasury and the Director General of Fair Trading with a report (at least once a year) which contains:(1) a statement as to whether any events have occurred
REC 6.6.2GRP
The following events are examples of events likely to affect an assessment of whether an overseas recognised body is continuing to satisfy the recognition requirements, or to have an effect on competition:(1) significant changes to any relevant law or regulation in its home territory, including laws or regulations:(a) governing exchanges or clearing houses;(b) designed to prevent insider dealing, market manipulation or other forms of market abuse or misconduct;(c) designed to
FEES 4.4.9DRP
3To the extent that an authorised payment institution or an EEA authorised payment institution has provided the information required by FEES 4.4.7 D to the FSA as part of its compliance with another provision of the Handbook, it is deemed to have complied with the provisions of this section.
FEES 3.2.7RRP

Table of application, notification and vetting fees

(1) Fee payer

(2) Fee payable

Due date

(a) Any applicant for Part IV permission (including an incoming firm applying for top-up permission)

(1) Unless (2) applies, in1 respect of a particular application, the highest of the tariffs set out in FEES 3 Annex 1 part 11 which apply to that application.

(2) In respect of a particular application which is:

(i) a straightforward or moderately complex case for the purposes of FEES 3 Annex 1 part 1, and

(ii) only involves a simple change of legal status as set out in FEES 3 Annex 1 part 6,

the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 1 part 11

1

On or before the application is made

(b) Any Treaty firm that wishes to exercise a Treaty right to qualify for authorisation under Schedule 4 to the Act (Treaty rights) in respect of regulated activities for which it does not have an EEA right, except for a firm providing cross border services only4

(1) Where no certificate has been issued under paragraph 3(4) of Schedule 4 to the Act the fee payable is, in respect of a particular exercise, set out in FEES 3 Annex 1, part 4

(2) Where a certificate in (i) has been issued no fee is payable

On or before the notice of exercise is given

(c) Any applicant for a certificate under article 54 of the Regulated Activities Order

2,000

On or before the application is made

(d) Applicants for an authorisation order for, or recognition of, a collective investment scheme

FEES 3 Annex 2, part 1

On or before the application is made

(f) Any person seeking an order under section 326(1) of the Act to become a designated professional body.

10,000

30 days after the order is granted

(g) Any applicant for recognition as a UK recognised body under section 287 or section 288 of the Act

FEES 3 Annex 3, part 1

On or before the date the application is made

(h) Any applicant for recognition as an overseas recognised body under section 287 or section 288 and section 292 of the Act

FEES 3 Annex 3, part 2

On or before the date the application is made

(i) An applicant for listing (under the listing rules)

FEES 3 Annex 4, part 1

On or before the date the application is made

(j) Applicant for approval as sponsor (under the listing rules)

FEES 3 Annex 4, part 2

On or before the date the application is made

(k) Issuers of tranches from debt issuance programmes and securitised derivative tranches

FEES 3 Annex 4, part 1

An upfront fee is required per tranche for draw downs in the following 12 months

(l) Under the listing rules, an issuer involved in specific events or transactions during the year where documentation is subject to a transaction vetting

FEES 3 Annex 5, part 1, unless the transaction would come within the definition of significant transaction under category (v) or super transaction under category 7(q) in this table, in which case the fee payable under that category.2

On or before the date that relevant documentation is first submitted to the FSA

(m) Under the prospectus rules, an issuer or person requesting approval or vetting of the documents arising in relation to specific events or transactions that it might be involved in during the year

FEES 3 Annex 5, part 2, unless the transaction would come within the definition of significant transaction under category (v) or super transaction under category 7(q) in this table, in which case the fee payable under that category.2

On or before the date that relevant documentation is first submitted to the FSA

(n) Applicants to be added to the list of designated investment exchanges

50,000

On or before the date the application is made

2(o) Either:5

(i) a firm applying to the FSA for permission to use one of the advanced prudential calculation approaches listed in FEES 3 Annex 6 R (or guidance on its availability), including any future proposed amendments to those approaches or (in the case of any application being made for such permission to the FSA as EEA consolidated supervisor under the ) any firm making such an application ;5 or

(ii) in the case of an application to 5a Home State regulator other than the FSA5for the use of the Internal Ratings Based approach and the Home State regulator requesting the FSA's assistance in accordance with the Capital Requirements Regulations 2006 , any firm to which the FSA would have to apply any decision to permit the use of that approach.5

112555

(1) Unless5 (2) applies, FEES 3 Annex 6.5

(2) (a) Unless5 (b) applies a1firm submitting a second application for the permission or5guidance described in column (1) within 12 months of the first application (where the fee was paid in accordance with (1)) must pay 50% of the fee applicable to it under FEES 3 Annex 6, but only in respect of that second application

(b) No fee is payable by a firm in relation to a successful application for a permission5 based on a minded to grant decision in respect of the same matter following a complete application for guidance in accordance with prescribed submission requirements.1

(c) No fee is payable where the Home State regulator has requested the assistance of the FSAas described in paragraph (o)(ii) of column 1 except in the cases specified in 5FEES 3 Annex 6.2

5251255555

Where the firm has made an application directly to the FSA, on or before the date the application is made, otherwise within 30 days after the FSA notifies the firm that its EEA parent's Home State regulator has requested the FSA's assistance.2

2

(p) A firm applying for a variation of its Part IV permission

(1) Unless (2) or (3)11 applies, if the proposed new1 business of the firm would1 fall within one or more activity groups specified in Part 1 of FEES 4 Annex 1 not applicable before the application1, the fee is 50% of the highest of the tariffs set out in which apply to that application.

(2) If the only change is that the1 A.12 activity group tariff applied to the firm's business before the variation and the A.13 activity group will apply after variation, no fee is payable

(3) If the firm is in the A.1 fee-block at the date of the application and the variation involves adding any of the regulated activities of meeting of repayment claims or managing dormant account funds (including the investment of such funds), the fee is 50% of the fee in FEES 3 Annex 1 R that applies to that application11

(4) 11 In all other cases, other than applications by credit unions, the fee payable is 250, unless the variation involves only the reduction (and no other increases) in the scope of a Part IV permission in which case no fee is payable.1

1111

On or before the date the application is made

2(q) A super7transaction, being one where:

(i) the issuer has a market capitalisation in excess of 1.5 billion and it is a new applicant for a premium listing1367 under the listing rules, or involved in a reverse or hostile takeover or a significant restructuring; or

(ii) the issuer has a market capitalisation in excess of 5 billion and is involved in a class 1 transaction,7 a transaction requiring vetting of an equity prospectus or equivalent document or a transaction requiring vetting of a prospectus in relation to a Depositary Receipt.7

7136777

50,000

On or before the date that the relevant documentation is first submitted to the FSA.3

33

2(r) Providers of reporting or trade matching systems applying for recognition under MiFID as an Approved Reporting Mechanism.

100,0006

6

Having received its application, within 30 days after the FSA has notified the applicant that it is to commence testing of the applicants systems.6

56

5(s) In the case of an insurance business transfer scheme, a transferor.

Note - for the purpose of this paragraph an insurance business transfer scheme consists of a single transferor and a single transferee. Where however such a scheme is part of a single larger scheme, that larger scheme is treated as a single insurance business transfer scheme. If an insurance business transfer scheme includes more than one transferor in accordance with this paragraph, the transferors are liable to pay the fee under column (2) jointly.

Either (1) or (2) as set out below:

(1) In the case of an insurance business transfer scheme involving long term insurance business, 18,500; or

(2) in the case of an insurance business transfer scheme not involving long term insurance business, 10,000.

On or before any application is made to the FSA for the appointment of a person as an independent expert.

6(t) A firm, a third party acting on a firm's behalf, an operator of a regulated market or an operator of an MTF applying to the FSA to report transaction reports directly to the FSA other than through the FSA's Transaction Reporting System (see FEES 4.2.11 R and FEES 4 Annex 3 for the fees payable for firms using the FSA's Transaction Reporting System).

100,000

Having received its application, within 30 days after the FSA has notified the applicant that it is to commence testing of the applicants systems.

7(u) Any of the following:

(i) an operator of an approved reporting mechanism;

(ii) a firm;

(iii) a third party acting on behalf of a firm;

(iv) a market operator; or

(v) an MTF operator;

that satisfies the following conditions:

(1) it provides transaction reports directly to the FSA; and

(2) having made changes to its reporting systems, it asks the FSA to support the testing of the compatibility of its systems with the FSA's systems.

As set out in FEES 3 Annex 7.

Within 30 days of the date of the invoice.

(v) A significant transaction, being one where:

(i) the issuer has a market capitalisation in excess of 500 million and is producing an equity prospectus, a prospectus in relation to a Depository Receipt or a document in relation to a class 1 transaction; or

(ii) the issuer is producing a document for vetting in relation to a reverse takeover, a hostile takeover or a significant restructuring.

A significant transaction does not include a super transaction.

20,000

On or before the date that the relevant documentation is first submitted to the FSA.

(w) A listed issuer that requests or whose representative requests the FSA to amend the Official List, or any records held by the FSA in relation to the Official List, otherwise than pursuant to an application for listing.

FEES 3 Annex 4 part 3

On or before the date the request is made.

(x)

(i) An issuer or person who:

(1) is a fee payer under one or more of the categories set out in (ii); and

(2) requests the FSA's approval or vetting of a document that includes a mineral expert's report.

(ii) The categories are (1), (m) (q), and (v) of this table.

(iii) A fee under this category is payable in addition to any fee payable under the categories set out in (ii).

5,000

On or before the date the relevant documentation is first submitted to the FSA.8

8(y) An applicant for authorisation as an authorised payment institution under regulation 5 of the Payment Services Regulations

The highest of the tariffs set out in FEES 3 Annex 8 which apply to that application.

Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 Part 6, the fee payable is 50% of the tariff that would otherwise be payable in

FEES 3 Annex 8R

On or before the date the application is made.

(z) An application by a small payment institution for authorisation as an authorised payment institution because regulation 15 of the Payment Services Regulations applies

The highest of the tariffs set out in FEES 3 Annex 8R which apply to that application.

On or before the date the application is made.

(za) An applicant for registration as a small payment institution under regulation 12 of the Payment Services Regulations

FEES 3 Annex 8R, paragraph (1). Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 8R.

On or before the date the application is made.

(zb) An authorised payment institution applying to vary its authorisation under regulation 8 of the Payment Services Regulations.

(1) If the payment services carried on by the authorised payment institution prior to the variation only fall within paragraph (f) or (g) or (h) of Part 1 of Schedule 1 to the Payment Services Regulations and any of the payment services in paragraphs (a) to (e) of that Schedule will apply after variation, the fee is 50% of the highest of the tariffs set out in FEES 3 Annex 8R which apply to that application.

(2) Where the

authorised payment institution:(i) already has authorisation to provide payment services within any one or more of paragraphs (a) to (e) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to add one or more other services in (a) to (g); or

(ii) has authorisation to provide payment services in either paragraph (f) or (g) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to extend its authorisation to include the other paragraph ((f) or (g));

the fee payable is 250 irrespective of the number of agents it has.

(3) In cases where the variation involves only the reduction (and no increases) of the types of payment services to be carried on after the variation, no fee is payable.

On or before the date the application is made.

(zc) A small payment institution applying to vary its registration under regulation 12 of the Payment Services Regulations

(1) If the payment services carried on by the small payment institution prior to the variation only fall within paragraph (f) or (g) of Part 1 of Schedule 1 to the Payment Services Regulations and any of the payment services in paragraphs (a) to (e) of that Schedule will apply after variation, the fee is 50% of the highest of the tariffs set out in FEES 3 Annex 8Rwhich apply to that application.

(2) Where the small payment institution:

(i) is already registered to provide payment services within any one or more of paragraphs (a) to (e) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to add one or more other of the services in (a) to (g); or

(ii) is registered to provide payment services in either paragraph (f) or (g) of Part 1 of Schedule 1 to the Payment Services Regulations and wishes to extend its registration to include the other paragraph ((f) or (g));the fee payable is 250 irrespective of the number of agents it has.

(2)

(3) In cases where the variation involves only the reduction (and no increases) of the types of payment services to be carried on after the variation, no fee is payable.

On or before the date the application is made.

A financial institution notifying the FSA in accordance with regulation 121(2)(a) of the Payment Services Regulations.

50% of the highest of the tariffs set out in FEES 3Annex 8R, paragraphs (2) to (5) which apply to that application.

On or before the date the application is made.

(ze) Any person to which the Special Project Fee for restructuring applies under FEES 3 Annex 9.12

12

Special Project Fee for restructuring in accordance with FEES 3 Annex 9 .

30 days of the date of the invoice.9

(zf) An applicant for a ceding insurer's waiver.

20,000

On or before the date the application is made.916

16(zg) An applicant for authorisation as an authorised electronic money institution under regulation 5 of the Electronic Money Regulations.

The amount set out in FEES 3 Annex 10 R. Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 10 R.

On or before the date the application is made.

16(zh) An applicant for registration as a small electronic money institution under regulation 12 of the Electronic Money Regulations.

The amount set out in FEES 3 Annex 10 R. Where an application only involves a simple change of legal status as set out in FEES 3 Annex 1 R Part 6, the fee payable is 50% of the tariff that would otherwise be payable in FEES 3 Annex 10 R.

On or before the date the application is made.

16(zi) An application by a small electronic money institution for authorisation as an authorised electronic money institution14because regulation 16 of the Electronic Money Regulations applies.

The amount set out in FEES 3 Annex 10 R.

On or before the date the application is made.

16(zj) An authorised electronic money institution applying to vary its authorisation under regulation 8 of the Electronic Money Regulations.

The amount set out in FEES 3 Annex 10 R.

On or before the date the application is made.

16(zk) A small electronic money institution applying to vary its registration under regulation 12 of the Electronic Money Regulations.

The amount set out in FEES 3 Annex 10 R.

On or before the date the application is made.

15(zl) An applicant for recognition as an accredited body.

2,500

On or before the date the application is made.

REC 6.8.1GRP
The FSA has similar powers to supervise overseas recognised bodies to those it has to supervise UK recognised bodies. It may (in addition to any other powers it might exercise):(1) give directions to an overseas recognised body under section 296 of the Act (Authority's power to give directions) if it has failed, or is likely to fail, to satisfy the recognition requirements or if it has failed to comply with any other obligation imposed by or under the Act; or(2) revoke a recognition
REC 6.2.1GRP
(1) Overseas investment exchanges and overseas clearing houses which are considering whether to seek authorisation or recognition should first consider whether they will be carrying on regulated activities in the United Kingdom. Overseas investment exchangesand overseas clearing houses which do not carry on regulated activities in the United Kingdom need take no action.(2) Prospective applicants should discuss authorisation and recognition with the FSA before deciding whether
REC 6.2.4GRP
There is no standard application form for application for recognition as an overseas recognised body. An application should be made in accordance with any direction the FSA may make under section 287 (Application by an investment exchange) or section 288 (Application by a clearing house) of the Act and should include:(1) the information, evidence and explanatory material necessary to demonstrate to the FSA that the recognition requirements (set out in REC 6.3) will be met;(2)
REC 3.3.1GRP
Under section 294 of the Act (Modification or waiver of rules), the FSA may, on the application or with the consent of a recognised body (including an overseas recognised body), direct that any notification rule is not to apply to the body or is to apply with such modifications as may be specified in the waiver.
REC 6.1.1GRP
The Act prohibits any person from carrying on, or purporting to carry on, regulated activities in the United Kingdom unless that person is an authorised person or an exempt person. If an overseas investment exchange or overseas clearing house wishes to undertake regulated activities in the United Kingdom, it will need to:(1) obtain a Part IV permission from the FSA; (2) (in the case of an EEA firm or a Treaty firm) qualify for authorisation under Schedule 3 (EEA Passport Rights)
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) or (3) apply7, on or before the relevant dates specified in FEES 4.3.6 R

(2) Unless (3) applies, if 7an 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.7

(3) Where the permission is for operating a multilateral trading facility, the date specified in FEES 4 Annex 10 (Periodic fees for MTF operators).

77

Firm receives permission, or becomes authorised or registered under the Payment Services Regulations ;9 or firm9extends permission or its payment service activities9

9

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.

The modified1159 periodic fee is specified in FEES 4 Annex 6 R, Part 1.1159

1159115911591159

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.

The modified1159 periodic fee is specified in FEES 4 Annex 6, Part 2.1159

1159115911591159

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

12,50010 per year for the period from 1 April to 31 March the following year (see Note)2

10

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.6

6

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 rules6

6All firms reporting transactions in securities derivatives10to the FSA in accordance with SUP 17, and market operators who provide facilities for trading in securities derivatives.10

10

FEES 4 Annex 9 R

Within 30 days of the date of the invoice

Not applicable

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

REC 4.7.5GRP
In addition to the relevant 1factors set out in REC 4.7.4 G, the FSA will usually consider that it would not be able to secure an overseas recognised body's compliance with the recognition requirements or other obligations in or under the Act by means of a direction under section 296 of the Act, if it appears to the FSA that the overseas recognised body is prevented by any change in the legal framework or supervisory arrangements to which it is subject in its home territory from
REC 6.3.1GRP
Before making a recognition order, the FSA will need to be satisfied that the recognition requirements in section 292(3) of the Act (Overseas investment exchanges and clearing houses) have been met. These requirements are the only recognition requirements applicable to overseas recognised bodies.
REC 6.3.2UKRP

Sections 292(3) and 292(4) state:

2Section 292(3)

The requirements are that-

(a)

investors are afforded protection equivalent to that which they would be afforded if the body concerned were required to comply withrecognition requirements;

(b)

there are adequate procedures for dealing with a person who is unable, or likely to become unable, to meet his obligations in respect of one or more market contracts connected with the [ROIE] or [ROCH];

(c)

the applicant is able and willing to co-operate with the[FSA] by the sharing of information and in other ways; and

(d)

adequate arrangements exist for co-operation between the[FSA] and those responsible for the supervision of the applicant in the country or territory in which the applicant's head office is situated.

Section 292(4)

In considering whether it is satisfied as to the requirements mentioned in subsections (3)(a) and (b), the[FSA] is to have regard to-

(a)

the relevant law and practice of the country or territory in which the applicant's head office is situated;

(b)

the rules and practices of the applicant.

REC 1.1.2GRP
(1) Recognised bodies are exempt persons under section 285 of the Act (Exemption for recognised investment exchanges and clearing houses).(2) UK recognised bodies must satisfy recognition requirements prescribed by the Treasury (in certain cases with the approval of the Secretary of State) in the Recognition Requirements Regulations. UK RIEs must also satisfy the MiFID implementing requirements in the MiFID Regulation.2Overseas recognised bodies must satisfy recognition requirements
REC 1.1.3GRP
(1) The recognition requirements for UK recognised bodies and the MiFID implementing requirements2are set out, with guidance, in REC 2.(2) The notification rules for UKrecognised bodies are set out in REC 3 together with guidance on those rules.(3) Guidance on the FSA's approach to the supervision of recognised bodies is given in REC 4.(4) Guidance for applicants (and potential applicants) for UK recognised body status is given in REC 5.(5) The recognition requirements, notification
REC 2.16A.1UKRP

Schedule to the Recognition Requirements Regulations, Paragraph 9A

1(1)

[A UK RIE] operating a multilateral trading facility must also operate a regulated market.

(2)

[A UK RIE] operating a multilateral trading facility must comply with those requirements of-

(a)

Chapter I of Title II of [MiFID], and

(b)

MiFID implementing Directive,

which are applicable to a market operator ... operating such a facility.

(3)

The requirements of this paragraph do not apply for the purposes of section 292(3)(a) of the Act (requirements for overseas investment exchanges and overseas clearing houses).

LR App 1.1.1RP

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

16

Act

The Financial Services and Markets Act 2000.

admission or admission to listing

admission of securities to the official list .

admission to trading

admission of securities to trading on an RIE's market for listedsecurities.

advertisement

(as defined in the PD Regulation) announcements:

(a)

relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and

(b)

aiming to specifically promote the potential subscription or acquisition of securities.

applicant

an issuer which is applying for admission of securities.

asset backed security

(as defined in the PD Regulation) securities which:

(1)

represent an interest in assets, including any rights intended to assure servicing, or the receipt or timeliness of receipts by holders of assets of amounts payable there under; or

(2)

are secured by assets and the terms of which provide for payments which relate to payments or reasonable projections of payments calculated by reference to identified or identifiable assets.

associate

in relation to a director, substantial shareholder, or person exercising significant influence, who is an individual:

6

(1)

that individual's spouse , civil partner 2or child (together "the individual's family");

(2)

the trustees (acting as such) of any trust of which the individual or any of the individual's family is a beneficiary or discretionary object (other than a trust which is either an occupational pension scheme or an employees' share scheme which does not, in either case, have the effect of conferring benefits on persons all or most of whom are related parties;

(3)

any company in whose equity securities the individual or any member or members (taken together) of the individual's family or the individual and any such member or members (taken together) are directly or indirectly interested (or have a conditional or contingent entitlement to become interested) so that they are (or would on the fulfilment of the condition or the occurrence of the contingency be) able:

(a) to exercise or control the exercise of 30% or more of the votes able to be cast at general meetings on all, or substantially all, matters; or

(b) to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters.

For the purpose of paragraph (3), if more than one director of the listedcompany, its parent undertaking or any of its subsidiary undertakings is interested in the equity securities of another company, then the interests of those directors and their associates will be aggregated when determining whether that company is an associate of the director.

in relation to a substantial shareholder or person exercising significant influence, which is a company:

6

(1)

any other company which is its subsidiary undertaking or parent undertaking or fellow subsidiary undertaking of the parent undertaking;

(2)

any company whose directors are accustomed to act in accordance with the substantial shareholder's or person exercising significant influence's directions or instructions;6

66

(3)

any company in the capital of which the substantial shareholder or person exercising significant influence and any other companyunder paragraph (1) or (2) taken together, is (or would on the fulfilment of a condition or the occurrence of a contingency be) able to exercise power of the type described in paragraph (3)(a) or (b) above of this definition.6

authorised person

(in accordance with section 31 of the Act (Authorised persons)) one of the following:

(a)

a person who has a Part IV permission to carry on one or more regulated activities;

(b)

an incoming EEA firm;

(c)

an incoming Treaty firm;

(d)

a UCITS qualifier;

(e)

an ICVC;

(f)

the Society of Lloyd's.13

bank

(a)

a firm with a Part IV permission which includes accepting deposits, and:

but which is not a building society, a friendly society or a credit union;

(b)

an EEA bank which is a full credit institution.

base prospectus

a base prospectus referred to in PR 2.2.7 R

book value of property

(in relation to a property company) the value of a property (which is not classified as a net current asset) before the deduction of mortgages or borrowings as shown in the company's latest annual report and accounts.

break fee

a fee payable by a listed company if certain specified events occur which have the effect of materially impeding a transaction or causing the transaction to fail.

building block

(as defined in the PD Regulation) a list of additional information requirements, not included in one of the schedules, to be added to one or more schedules, as the case may be, depending on the type of instrument and/or transaction for which a prospectus or base prospectus is drawn up.

business day

(1)

(in relation to anything done or to be done in (including to be submitted to a place in) any part of the United Kingdom), any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in that part of the United Kingdom;

(2)

(in relation to anything done or to be done by reference to a market outside the United Kingdom) any day on which that market is normally open for business.

Buy-back and Stabilisation Regulation

Commission Regulation (EC) of 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003).

CARD

Consolidated Admissions and Reporting Directive.

certificate representing certain securities

the investment specified in article 80 of the Regulated Activities Order (Certificates representing certain securities), which is in summary: a certificate or other instrument which confers contractual or property rights (other than rights consisting of options):

(a)

in respect of any share, debenture, alternative debenture,19government and public security or warrant held by a person other than the person on whom the rights are conferred by the certificate or instrument; and

19

(b)

the transfer of which may be effected without requiring the consent of that person;

but excluding any certificate or other instrument which confers rights in respect of two or more investments issued by different persons or in respect of two or more different government and public securities issued by the same person.

certificate representing debt securities

a certificate representing certain securities where the certificate or other instrument confers rights in respect of debentures, alternative debentures,19 or government and public securities.

certificate representing equity securities

a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity securities.

certificate representing shares

a certificate representing certain securities where the certificate or other instrument confers rights in respect of equity shares.

CESR recommendations

the recommendations for the consistent implementation of the European Commission's Regulation on Prospectuses no 809/2004 published by the Committee of European Securities Regulators.

charge

(in relation to securitised derivatives) means any payment identified under the terms and conditions of the securitised derivatives.

Chinese wall

an arrangement that requires information held by a person in the course of carrying on one part of its business to be withheld from, or not to be used for, persons with or for whom it acts in the course of carrying on another part of its business.

circular

any document issued to holders of listed securities including notices of meetings but excluding prospectuses, listing particulars, annual reports and accounts, interim reports, proxy cards and dividend or interest vouchers.

class

securities the rights attaching to which are or will be identical and which form a single issue or issues.

class 1 acquisition

a class 1 transaction that involves an acquisition by the relevant listed company or its subsidiary undertaking.

class 1 circular

a circular relating to a class 1 transaction.

class 1 disposal

a class 1 transaction that consists of a disposal by the relevant listed company or its subsidiary undertaking.

class 1 transaction

a transaction classified as a class 1 transaction under LR 10.

class 2 transaction

a transaction classified as a class 2 transaction under LR 10 .

class 3 transaction

a transaction classified as a class 3 transaction under LR 10.

class tests

the tests set out in LR 10 Ann 1(and for certain specialist companies, those tests as modified or added to by LR 10.7), which are used to determine how a transaction is to be classified for the purposes of the listing rules.

closed-ended

(in relation to investment entities) an investment company which is not an open-ended investment company.

5closed-ended investment fund

an entity:

(a)

which is an undertaking with limited liability, including a company, limited partnership, or limited liability partnership; and

(b)

whose primary object is investing and managing its assets (including pooled funds contributed by holders of its listed securities):

(i) in property of any description; and

(ii) with a view to spreading investment risk.

close period

as defined in paragraph 1(a) of the Model Code.

COBS9

the Conduct of Business sourcebook, from 1 November 20079.

3Combined Code

in relation to an issuerthe Combined Code on Corporate Governance published in June 2008 by the Financial Reporting Council.18

18

company

any body corporate.

competent authority

(in relation to the functions referred to in Part VI of the Act):

(a)

the authority designated under Schedule 8 to the Act (transfer of functions under Part VI (Official listing)) as responsible for performing those functions under the Act; for the time being the FSA in its capacity as such; or

(b)

an authority exercising functions corresponding to those functions under the laws of another EEA State.

connected client

in relation to a sponsor or securities house, any client of the sponsor or securities house who is:

(a)

a partner, director, employee or controller (as defined in section 422 of the Act) of the sponsor or securities house or of an undertaking described in paragraph (d);

(b)

the spouse , civil partner 2or child of any individual described in paragraph (a);

(c)

a person in his capacity as trustee of a private trust (other than a pension scheme or an employees' share scheme) the beneficiaries of which include any person described in paragraph (a) or (b); or

(d)

an undertaking which in relation to the sponsor or securities house is a group undertaking.

connected person

as defined in section 96B(2) of the Act.

Consolidated Admissions and Reporting Directive

Directive of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities (No 2001/34/EC).

constitution

memorandum and articles of association or equivalent constitutional document.

contingent liability investment

a derivative under the terms of which the client will or may be liable to make further payments (other than charges, and whether or not secured by margin) when the transaction falls to be completed or upon the earlier closing out of his position.

contract of significance

a contract which represents in amount or value (or annual amount or value) a sum equal to 1% or more, calculated on a group basis where relevant, of:

(1)

in the case of a capital transaction or a transaction of which the principal purpose or effect is the granting of credit, the aggregate of the group's share capital and reserves; or

(2)

in other cases, the total annual purchases, sales, payments or receipts, as the case may be, of the group.

convertible securities

a security which is:

(1)

convertible into, or exchangeable for, other securities; or

(2)

accompanied by a warrant or option to subscribe for or purchase other securities.

deal

a dealing transaction;

dealing

(in accordance with paragraph 2 of Schedule 2 to the Act (Regulated activities)) buying, selling, subscribing for or underwriting investments or offering or agreeing to do so, either as principal or as agent, including, in the case of an investment which is a contract of insurance, carrying out the contract.

debt security

debentures, alternative debentures,19 debenture stock, loan stock, bonds, certificates of deposit or any other instrument creating or acknowledging indebtedness.7

6deferred bonus

any arrangement pursuant to the terms of which an employee or director may receive a bonus (including cash or any security) in respect of service and/or performance in a period not exceeding the length of the relevant financial year notwithstanding that the bonus may, subject only to the person remaining a director or employee of the group, be receivable by the person after the end of the period to which the award relates.

6defined benefit scheme

in relation to a director, means a pension scheme which is not a money purchase scheme.

depositary

a person that issues certificates representing certain securities that have been admitted to listing or are the subject of an application for admission to listing.

7DEPP

the Decision Procedure and Penalties manual

designated professional body

a professional body designated by the Treasury under section 326 of the Act (Designation of professional bodies) for the purposes of Part XX of the Act (Provision of Financial Services by Members of the Professions); as at 21 June 2001 the following professional bodies have been designated in the Financial Services and Markets Act 2000 (Designated Professional Bodies) Order 2001 (SI 2001/1226):

(a) The Law Society (England and Wales);

(b) The Law Society of Scotland;

(c) The Law Society of Northern Ireland;

(d) The Institute of Chartered Accountants in England and Wales;

(e) The Institute of Chartered Accountants of Scotland;

(f) The Institute of Chartered Accountants in Ireland;

(g) The Association of Chartered Certified Accountants;

(h) The Institute of Actuaries.

director

(in accordance with section 417(1)(a) of the Act) a person occupying in relation to it the position of a director (by whatever name called) and, in relation to an issuer which is not a body corporate, a person with corresponding powers and duties.

disclosure rules16

16

(in accordance with sections 73A(1) and 1673A(3) of the Act) rules relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made.

16

document

any piece of recorded information, including (in accordance with section 417(1) of the Act (Interpretation)) information recorded in any form; in relation to information recorded otherwise than in legible form, references to its production include references to producing a copy of the information in legible form.

document viewing facility

a location identified on the FSA website where the public can inspect documents referred to in the listing rules as being documents to be made available at the document viewing facility.

DTR

the sourcebook containing the disclosure rules, transparency rules and corporate governance rules.16

16

EEA State

(in accordance with paragraph 8 of Schedule 3 to the Act (EEA Passport Rights)) a State which is a contracting party to the agreement on the European Economic Area signed at Oporto on 2 May 1992, as it has effect for the time being; as at 1 May 2004, the following are the EEA States: Austria, Belgium, Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, the Slovak Republic, Slovenia, Spain, Sweden and the United Kingdom.

7EG

the Enforcement Guide

employee

an individual:

(a)

who is employed or appointed by a person in connection with that person's business, whether under a contract of service or for services or otherwise; or

(b)

whose services, under an arrangement between that person and a third party, are placed at the disposal and under the control of that person;

but excluding an appointed representative or, where applicable, a tied agent9 of that person.

employees' share scheme

has the same meaning as in section 116615 of the Companies Act 200615.7

668668

equity security

equity shares and securities convertible into equity shares.

equity share20

shares comprised in a company's equity share capital.

equity share capital

(for a company), its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.

6equivalent document

a document containing information equivalent to a prospectus for the purposes of PR 1.2.2R (2) or (3) or PR 1.2.3R (3) or (4).

exercise notice

(in relation to securitised derivatives), a document that notifies the issuer of a holder's intention to exercise its rights under the securitised derivative.

exercise price

(in relation to securitised derivatives), the price stipulated by the issuer at which the holder can buy or sell the underlying instrument from or to the issuer.

exercise time

(in relation to securitised derivatives), the time stipulated by the issuer by which the holder must exercise their rights.

expiration date

(in relation to securitised derivatives), the date stipulated by the issuer on which the holder's rights in respect of the securitised derivative ends.

extraction

(in relation to mineral companies), includes mining, quarrying or similar activities and the reworking of mine tailings or waste dumps.

FSA

the Financial Services Authority.

final terms

the document containing the final terms of each issue which is intended to be listed.

financial information table

financial information presented in a tabular form that covers the reporting period set out in in relation to the entities set out in , and to the extent relevant LR 13.5.15R and LR 13.5.16R.

50/50 joint venture

[deleted]6

6

50/50 joint venture partner

[deleted]6

6

group

(1)

except in LR 6.1.19 R and LR 8.7.8R (10), 6an issuer and its subsidiary undertakings (if any); and

12

(2)

in LR 6.1.19 R, and LR 8.7.8R (10), 6as defined in section 421 of the Act.

12

guarantee

(in relation to securitised derivatives), either:

(1)

a guarantee given in accordance with LR 19.2.2R(3)(if any); or

(2)

any other guarantee of the issue of securitised derivatives.

guidance

guidance given by the FSA under the Act.

Handbook

the FSA's Handbook of rules and guidance.

Home Member State or Home State

(as defined in section 102C of the Act) in relation to an issuer of transferable securities, the EEA State which is the "home Member State" for the purposes of the prospectus directive (which is to be determined in accordance with Article 2.1(m) of that directive.

Host Member State or Host State

(as defined in Article 2.1(n) of the prospectus directive) the State where an offer to the public is made or admission to trading is sought, when different from the home Member State.

IAS

International Accounting Standards.

inside information

as defined in section 118C of the Act.

insider list

a list of persons with access to inside information as required by DTR 2.8.1 R.

intermediaries offer

a marketing of securities already or not yet in issue, by means of an offer by, or on behalf of, the issuer to intermediaries for them to allocate to their own clients.

International Accounting Standards

international accounting standards within the meaning of EC Regulation No 1606/2002 of the European Parliament and of the Council of 19 July 2002 as adopted from time to time by the European Commission in accordance with that Regulation.

in the money

(in relation to securitised derivatives):

(a)

where the holder has the right to buy the underlying instrument or instruments from the issuer, when the settlement price is greater than the exercise price; or

(b)

where the holder has the right to sell the underlying instrument or instruments to the issuer, when the exercise price is greater than the settlement price.5

10investment entity

an entity whose primary object is investing and managing its assets with a view to spreading or otherwise managing investment risk.

investment manager

a person who, on behalf of a client, manages investments and is not a wholly-owned subsidiary of the client.5

5

investment trust

a companylisted in the United Kingdom or another EEA State which:

(a)

is approved by the Inland Revenue Commissioners under section 842 of the Income and Corporation Taxes Act 1988 (or, in the case of a newly formed company, has declared its intention to conduct its affairs so as to obtain such approval); or

(b)

is resident in an EEA State other than the United Kingdom and would qualify for such approval if resident and listed in the United Kingdom.

issuer

any company or other legal person or undertaking (including a public sector issuer), any class of whose securities has been admitted to listing or is the subject of an application for admission to listing.

list of sponsors

the list of sponsors maintained by the FSA in accordance with section 88(3)(a) of the Act.

listed

admitted to the official list maintained by the FSA in accordance with section 74 of the Act.

listed company

a company that has any class of its securitieslisted.

listing particulars

(in accordance with section 79(2) of the Act), a document in such form and containing such information as may be specified in listing rules.

listing rules

(in accordance with sections 73A(1) and 1673A(2) of the Act) rules16relating to admission to the official list.

1616

London Stock Exchange

London Stock Exchange Plc.

long-term incentive scheme

any arrangement (other than a retirement benefit plan, a deferred bonus or any other arrangement that is an element of an executive director's remuneration package) which may involve the receipt of any asset (including cash or any security) by a director or employee of the group:

(1)

which includes one or more conditions in respect of service and/or performance to be satisfied over more than one financial year; and

(2)

pursuant to which the group may incur (other than in relation to the establishment and administration of the arrangement) either cost or a liability, whether actual or contingent.

LR

the sourcebook containing the listing rules.

MAD

Market Abuse Directive.

major subsidiary undertaking

a subsidiary undertaking that represents 25% or more of the aggregate of the gross assets or profits (after deducting all charges except taxation) of the group.

Market Abuse Directive

Directive of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) (No 2003/6/EC).

member

(in relation to a profession) a person who is entitled to practise that profession and, in practising it, is subject to the rules of the relevant designated professional body, whether or not he is a member of that body.

mineral company

a company or group, whose principal activity is, or is planned to be, the extraction of mineral resources (which may or may not include exploration for mineral resources).

mineral expert's report

a report prepared in accordance with the CESR recommendations

mineral resources

include metallic and non-metallic ores, mineral concentrates, industrial minerals, construction aggregates, mineral oils, natural gases, hydrocarbons and solid fuels including coal.

miscellaneous securities20

securities which are not:

(a)

shares; or

(b)

debt securities; or

(c)

asset backed securities; or

(d)

certificates representing debt securities; or

(e)

convertible securities which convert to debt securities; or

(f)

convertible securities which convert to equity securities; or

(g)

convertible securities which are exchangeable for securities of another company; or

(h)

certificates representing certain securities; or

(i)

securitised derivatives.

Model Code

the Model Code on directors' dealings in securities set out in LR 9 Ann 1.

modified auditors report

an auditor's report:

(a)

in which the auditor's opinion is qualified; or

(b)

which sets out:

  • (i) a problem relating to the business as a going concern; or
  • (ii) a significant uncertainty, the resolution of which is dependent upon future events.

6money purchase scheme

in relation to a director, means a pension scheme under which all of the benefits that may become payable to or in respect of the director are money purchase benefits.

net annual rent

(in relation to a property) the current income or income estimated by the valuer:

(1)

ignoring any special receipts or deductions arising from the property;

(2)

excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and

(3)

after making deductions for superior rents (but not for amortisation) and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent.

new applicant

an applicant that does not have any class of its securities already listed.

non-EEA State

a country or state that is not an EEA State.

OECD state guaranteed issuer

an issuer of debt securities whose obligations in relation to those securities have been guaranteed by a member state of the OECD.

offer

an offer of transferable securities to the public.

offer for sale

an invitation to the public by, or on behalf of, a third party to purchase securities of the issuer already in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).

offer for subscription

an invitation to the public by, or on behalf of, an issuer to subscribe for securities of the issuer not yet in issue or allotted (and may be in the form of an invitation to tender at or above a stated minimum price).

offer of transferable securities to the public

(as defined in section 102B of the Act), in summary:

(a)

a communication to any person which presents sufficient information on:

  • (i) the transferable securities to be offered, and
  • (ii) the terms on which they are offered,

to enable an investor to decide to buy or subscribe for the securities in question;

(b)

which is made in any form or by any means;

(c)

including the placing of securities through a financial intermediary;

(d)

but not including a communication in connection with trading on:

  • (i) a regulated market;
  • (ii) a multilateral trading facility; or
  • (iii) any market prescribed by an order under section 130A of the Act.

Note: This is only a summary, to see the full text of the definition, readers should consult section 102B of the Act.

offeror

(a)

in LR 5.2.10R, an offeror as defined in the Takeover Code; and

(b)

elsewhere in LR, a personwho makes an offer of transferable securities to the public.

official list

the list maintained by the FSA in accordance with section 74(1) of the Act for the purposes of Part VI of the Act.

open ended investment companyopen-ended investment company

as defined in section 236 of the Act (Open-ended investment companies).

open offer

an invitation to existing securities holders to subscribe or purchase securities in proportion to their holdings, which is not made by means of a renounceable letter (or other negotiable document).

option

the investment, specified in article 83 of the Regulated Activities Order (Options), which is an option to acquire or dispose of:

  • (a) a designated investment (other than an option); or
  • (b) currency of the United Kingdom or of any other country or territory; or
  • (c) palladium, platinum, gold or silver; or
  • (d) an option to acquire or dispose of an option specified in (a), (b) or (c).

overseas

outside the United Kingdom.

overseas company

a company incorporated outside the United Kingdom.

overseas investment exchange

an investment exchange which has neither its head office nor its registered office in the United Kingdom.

parent undertaking

as defined in section 116215 of the Companies Act 200615.

668668

Part 6 rules

(in accordance with section 73A(1) of the Act) rules made for the purposes of Part 6 of the Act.

PD

prospectus directive.

PD Regulation

Regulation number 809/2004 of the European Commission

percentage ratio

(in relation to a transaction) the figure, expressed as a percentage, that results from applying a calculation under a class test to the transaction.

person

(in accordance with the Interpretation Act 1978) any person, including a body of persons corporate or unincorporate (that is, a natural person, a legal person and, for example, a partnership).

person discharging managerial responsibilities

as defined in section 96B(1) of the Act.

person exercising significant influence

in relation to a listed company, a person or entity which exercises significant influence over that listed company.

6

placing

a marketing of securities already in issue but not listed or not yet in issue, to specified persons or clients of the sponsor or any securities house assisting in the placing, which does not involve an offer to the public or to existing holders of the issuer'ssecurities generally.

PR

the sourcebook containing the Prospectus Rules.

preference share

a share conferring preference as to income or return of capital which does not form part of the equity share capital of a company.

20

16premium listing

(a)

in relation to equity shares20 (other those of a closed-ended investment fund or of an open-ended investment company), means a listing where the issuer is required to comply with those requirements in LR 6 (Additional requirements for premium listing (commercial company)) and the20 other requirements in the listing rules that are expressed to apply to such securities with a premium listing;

(b)

in relation to equity shares20 of a closed-ended investment fund, means a listing where the issuer is required to comply with the requirements in LR 15 (Closed-Ended Investment Funds: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing;

(c)

in relation to equity shares20 of an open-ended investment company, means a listing where the issuer is required to comply with LR 16 (Open-ended investment companies: Premium listing) and other requirements in the listing rules that are expressed to apply to such securities with a premium listing.

premium listing (commercial company)

a premium listing of equity securities (other than those of a closed-ended investment fund or of an open-ended investment company).

premium listing (investment company)

a premium listing of equity securities of a closed-ended investment fund or of an open-ended investment company.

probable reserves

(1)

in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which are not yet proven but which, on the available evidence and taking into account technical and economic factors, have a better than 50% chance of being produced; and

(2)

in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured and/or indicated mineral resources, which are not yet proven but of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination and under specified economic conditions.

profit estimate

(as defined in the PD Regulation) a profit forecast for a financial period which has expired and for which results have not yet been published.

profit forecast

(as defined in the PD Regulation) a form of words which expressly states or by implication indicates a figure or a minimum or maximum figure for the likely level of profits or losses for the current financial period and/or financial periods subsequent to that period, or contains data from which a calculation of such a figure for future profits or losses may be made, even if no particular figure is mentioned and the word "profit" is not used.

prohibited period

as defined inthe Model Code.

property

freehold, heritable or leasehold property.

property company

a company primarily engaged in property activities including:

(1)

the holding of properties (directly or indirectly) for letting and retention as investments;

(2)

the development of properties for letting and retention as investments;

(3)

the purchase and development of properties for subsequent sale; or

(4)

the purchase of land for development properties for retention as investments.5

property valuation report

a property valuation report prepared by an independent expert in accordance with:6

6

(1)

for an issuer incorporated in the United Kingdom, the Channel Islands or the Isle of Man, the Appraisal and Valuation Standards (5th edition) issued by the Royal Institution of Chartered Surveyors; or6

(2)

for an issuer incorporated in any other place, either the standards referred to in paragraph (1) of this definition or the International Valuation Standards (7th edition) issued by the International Valuation Standards Committee.6

prospectus

a prospectus required under the prospectus directive.

prospectus directive

the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC).

prospectus rules

(as defined in section 73A(4) of the Act) rules expressed to relate to transferable securities.

proven reserves

(1)

in respect of mineral companies primarily involved in the extraction of oil and gas resources, those reserves which, on the available evidence and taking into account technical and economic factors, have a better than 90% chance of being produced; and

(2)

in respect of mineral companies other than those primarily involved in the extraction of oil and gas resources, those measured mineral resources of which detailed technical and economic studies have demonstrated that extraction can be justified at the time of the determination, and under specified economic conditions.

public international body

the African Development Bank, the Asian Development Bank, the Caribbean Development Bank, the Council of Europe Development Bank6, the European Atomic Energy Community, the European Bank for Reconstruction and Development, the European Company for the Financing of Railroad Stock, the EU,17 the European Investment Bank, the Inter-American Development bank, the International Bank for Reconstruction and Development, the International Finance Corporation, the International Monetary Fund, the Nordic Investment Bank.

61717

public sector issuer

states and their regional and local authorities, state monopolies, state finance organisations, public international bodies, statutory bodies and OECD state guaranteed issuers.

recognised scheme

a scheme recognised under:

(a)

section 264 of the Act (Schemes constituted in other EEA States); or

(b)

section 270 of the Act (Schemes authorised in designated countries or territories); or

(c)

section 272 of the Act (Individually recognised overseas schemes).

registration document

a registration document referred to in PR 2.2.2R.

Regulated Activities Order

the Financial Services and Markets Act 2000 (Regulated Activities)

Order 2001 (SI 2001/544).9

regulated market

a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments in the system and in accordance with its non-discretionary rulesin a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorised and functions regularly and in accordance with the provisions of Title III of MiFID.9

regulatory information service or RIS

a Regulatory Information Service that is approved by the FSA as meeting the Primary Information Provider criteria and that is on the list of Regulatory Information Services maintained by the FSA.

related party

as defined in LR 11.1.4R.

related party circular

a circular relating to a related party transaction.

related party transaction

as defined in LR 11.1.5R.

relevant securities

[deleted]15

15

retail securitised derivative

a securitised derivative which is not a specialist securitised derivative; in this definition, a "specialist securitised derivative" is a securitisedderivative which, in accordance with the listing rules, is required to be admitted to listing with a clear statement on any disclosure document that the issue is intended for a purchase by only investors who are particularly knowledgeable in investment matters.

reverse takeover

a transaction classified as a reverse takeover under LR 10.

RIE

recognised investment exchange.

rights issue

an offer to existing security holders to subscribe or purchase further securities in proportion to their holdings made by means of the issue of a renounceable letter (or other negotiable document) which may be traded (as “nil paid” rights) for a period before payment for the securities is due.

rule

(in accordance with section 417(1) of the Act (Definitions)) a rule made by the FSA under the Act, including:

(a) a Principle; and

(b) an evidential provision.

Schedule

(as defined in the PD Regulation) a list of minimum information requirements adapted to the particular nature of the different types of issuers and/or the different securities involved.

scientific research based company

a company primarily involved in the laboratory research and development of chemical or biological products or processes or any other similar innovative science based company.

securities note

a securities note referred to in PR 2.2.2R.

securitised derivative

an option or contract for differences which, in either case, is listed under LR 19 (including such an option or contract for differences which is also a debenture).

security

(in accordance with section 102A of the Act) anything which has been, or may be admitted to the official list.

settlement price

(in relation to securitised derivatives), the reference price or prices of the underlying instrument or instruments stipulated by the issuer for the purposes of calculating its obligations to the holder.

shadow director

as in sub-paragraph (b) of the definition of director in section 417(1) of the Act.

share

(in accordance with section 540(1)15 of the Companies Act 200615) a share in the share capital of a company, and includes:

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(a)

stock (except where a distinction between shares and stock is express or implied); and

(b)

preference shares.

specialist investor

an investor who is particularly knowledgeable in investment matters.

specialist securities

securities which, because of their nature, are normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.

specialist securitised derivative

a securitised derivative which because of its nature is normally bought and traded by a limited number of investors who are particularly knowledgeable in investment matters.

specified investment

any of the following investments specified in Part III of the Regulated Activities Order (Specified Investments):

(a)

deposit (article 74);

(aa)

electronic money (article 74A);

(b)

contract of insurance (article 75); for the purposes of the permission regime, this is sub-divided into:

and then further sub-divided into classes of contract of insurance;

(c)

share (article 76);

(d)

debenture (article 77);19

(da)

alternative debenture (article 77A);19

(e)

government and public security (article 78);

(f)

warrant (article 79);

(g)

certificate representing certain securities (article 80);

(h)

unit (article 81);

(i)

stakeholder pension scheme (article 82);

(j)

option (article 83); for the purposes of the permission regime, this is sub-divided into:

(k)

future (article 84); for the purposes of the permission regime, this is sub-divided into:

(l)

contract for differences (article 85); for the purposes of the permission regime, this is sub-divided into:

(m)

underwriting capacity of a Lloyd's syndicate (article 86(1));

(n)

membership of a Lloyd's syndicate (article 86(2));

(o)

funeral plan contract (article 87);

(oa)

regulated mortgage contract (article 61(3);

(p)

rights to or interests in investments (article 89).

sponsor

a person approved, under section 88 of the Act by the FSA, as a sponsor.

12sponsor service

a service relating to a matter referred to in LR 8.2 that a sponsor provides or is requested or appointed to provide and that is for the purpose of the sponsor complying with LR 8.3.1 R or LR 8.4. This definition includes preparatory work that a sponsor may undertake before a decision is taken as to whether or not it will act as sponsor for a company or in relation to a transaction. But nothing in this definition is to be taken as requiring a sponsor to agree to act as a sponsor for a company or in relation to a transaction.

standard listing

in relation to securities, means a listing that is not a premium listing.

20standard listing (shares)

a standard listing of shares other than preference shares that are specialist securities.

state finance organisation

a legal person other than a company:

(1)

which is a national of an EEA State;

(2)

which is set up by or pursuant to a special law;

(3)

whose activities are governed by that law and consist solely of raising funds under state control through the issue of debt securities;

(4)

which is financed by means of the resources they have raised and resources provided by the EEA State; and

(5)

the debt securities issued by it are considered by the law of the relevant EEA State as securities issued or guaranteed by that state.

state monopoly

a company or other legal person which is a national of an EEA State and which:

(1)

in carrying on its business benefits from a monopoly right granted by an EEA state; and

(2)

is set up by or pursuant to a special law or whose borrowings are unconditionally and irrevocably guaranteed by an EEA state or one of the federated states of an EEA state.

subsidiary undertaking

as defined in section 116215 of the Companies Act 200615.

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substantial shareholder

any person who is entitled to exercise or to control the exercise of 10% or more of the votes able to be cast on all or substantially all matters at general meetings of the company (or of any company which is its subsidiary undertaking or parent undertaking or of a fellow subsidiary undertaking of its parent undertaking). Disregard for this purpose any voting rights which such a person exercises (or controls the exercise of) independently in its capacity as bare trustee, investment manager, collective investment undertaking or a long term insurer in respect of its linked long term business if no associate of that person interferes by giving direct or indirect instructions, or in any other way, in the exercise of such voting rights (except to the extent any such person confers or collaborates with such an associate which also acts in its capacity as investment manager, collective investment undertaking or long term insurer).6

6

summary

(in relation to a prospectus) the summary included in the prospectus.

SUP

the Supervision manual.

supplementary listing particulars

(in accordance with section 81(1) of the Act), supplementary listing particulars containing details of the change or new matter.

supplementary prospectus

a supplementary prospectus containing details of a new factor, mistake or inaccuracy.

Takeover Code

the City Code on Takeovers and Mergers issued by the TakeoverPanel.

target

the subject of a class 1 transaction.

tender offer

an offer by a company to purchase all or some of a class of its listedequity securities at a maximum or fixed price (that may be established by means of a formula) that is:

20

(1)

communicated to all holders of that class by means of a circular or advertisement in two national newspapers;

(2)

open to all holders of that class on the same terms for at least 7 days; and

(3)

open for acceptance by all holders of that class pro rata to their existing holdings.

14trading plan

a written plan between a restricted person and an independent third party which sets out a strategy for the acquisition and/or disposal of securities by a specified person and:

(a) specifies the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in; or

(b) gives discretion to that independent third party to make trading decisions about the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in; or

(c) includes a written formula or algorithm, or computer program, for determining the amount of securities to be dealt in and the price at which and the date on which the securities are to be dealt in.

transferable security

(as defined in section 102A of the Act) anything which is a transferable security for the purposes of MiFID9, other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months.

9

treasury shares

shares which meet the conditions set out in paragraphs (a) and (b) of subsection 724(5) of the Companies Act 2006.15

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trust deed

a trust deed or equivalent document securing or constituting debt securities.

UK

United Kingdom.

18UK Corporate Governance Code

in relation to an issuer, the UK Corporate Governance Code published in May 2010 by the Financial Reporting Council.

underlying instrument

(in relation to securitised derivatives) means either:

(1)

if the securitised derivative is an option or debt security with the characteristics of an option, any of the underlying investments listed in article 83 of the Regulated Activities Order; or

(2)

if the securitised derivative is a contract for differences or debt security with the characteristics of a contract for differences, any factor by reference to which a profit or loss under article 85 of the Regulated Activities Order can be calculated.

unrecognised scheme

a collective investment scheme which is neither a recognised scheme nor a scheme that is constituted as an authorised unit trust scheme.

vendor consideration placing

a marketing, by or on behalf of vendors, of securities that have been allotted as consideration for an acquisition.

venture capital trust

a company which is, or which is seeking to become, approved as a venture capital trust under section 842AA of the Income and Corporation Taxes Act 1988.

warrant

the investment, specified in article 79 of the Regulated Activities Order (Instruments giving entitlements to investments), which is in summary: a warrant or other instrument entitling the holder to subscribe for a share, debenture, alternative debenture19 or government and public security.