Related provisions for SUP 15.6.6

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CASS 7.19.23RRP
Upon request, a firm must deliver to the FCA a copy of the sub-pool disclosure document for any sub-pool established by the firm.
CASS 7.19.25RRP
The records maintained under this section, including the sub-pool disclosure documents, are a record of the firm that must be kept in a durable medium for at least five years following the date on which client money was last held by the firm for a sub-pool to which those records or the sub-pool disclosure document applied.
LR 8.4.2RRP
A sponsor must not submit to the FCA an application on behalf of an applicant, in accordance with LR 3, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:(1) the applicant has satisfied all requirements of the listing rules relevant to an application for admission to listing;(2) the applicant has satisfied all applicable requirements set out in the prospectus rules unless the home Member State of the applicant is not, or will not be, the
LR 8.4.3RRP
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FCA either:2(a) on the day the FCA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or(b) at a time agreed with the FCA, if the FCA is not approving the prospectus or if it is determining whether a document is an equivalent document1;(2) submit a completed Shareholder Statement or Pricing Statement, as applicable, to the
LR 8.4.9RRP
A sponsor must:(1) submit a completed Sponsor's Declaration on an Application for Listing to the FCA either:(a) on the day the FCA is to consider the application for approval of the prospectus and prior to the time the prospectus is approved; or11(b) at a time agreed with the FCA if the FCA is not approving the prospectus or if it is determining whether a document is an equivalent document1;(2) submit a completed Shareholder Statement or Pricing Statement, as applicable, to the
LR 8.4.12RRP
A sponsor must not submit to the FCA, on behalf of a listed company, a circular regarding a transaction set out in LR 8.4.11 R for approval8, unless the sponsor has come to a reasonable opinion, after having made due and careful enquiry, that:8(1) the listed company has satisfied all requirements of the listing rules relevant to the production of a class 1 circular or other circular;(2) the transaction will not have an adverse impact on the listed company's ability to comply with
LR 8.4.13RRP
A sponsor acting on a transaction falling within LR 8.4.11 R must:(1) submit a completed Sponsor's Declaration for the Production of a Circular to the FCA on the day the circular is to be approved by the FCA and prior to the time the circular is approved;(2) submit a completed Pricing Statement, if applicable, to the FCA by 9 a.m on the day the FCA is to consider the application; and(3) ensure that all matters known to it which, in its reasonable opinion, should be taken into
LR 8.4.14RRP
In relation to a proposed transfer under LR 5.4A, if a sponsor is appointed6 in accordance with LR 8.2.1A R, it6 must:6(1) submit a letter to the FCA setting out how the issuer satisfies each listing rule requirement relevant to the category of listing to which it wishes to transfer, by no later than when the first draft of the circular or announcement required under LR 5.4A is submitted;(2) submit a completed Sponsor’s Declaration for a Transfer of Listing7 to the FCA for the
LR 8.4.15RRP
A sponsor must not submit to the FCA on behalf of an issuer a final circular or announcement for approval or a Sponsor’s Declaration for a Transfer of Listing7, unless it has come to a reasonable opinion, after having made due and careful enquiry, that:7(1) the issuer satisfies all eligibility requirements of the listing rules that are relevant to the new category to which it is seeking to transfer;(2) the issuer has satisfied all requirements relevant to the production of the
LR 8.4.17RRP
6A sponsor acting on a reverse takeover where the issuer decides to make a disclosure announcement under LR 5.6.15 G must:(1) submit to the FCA under LR 5.6.17 R a completed Sponsor’s Declaration for a Reverse Takeover Announcement7;(2) not submit to the FCA the Sponsor’s Declaration for a Reverse Takeover Announcement7 unless it has come to a reasonable opinion, after having made due and careful enquiry, that it is reasonable for the issuer to provide the declarations described
EG 3.11.5RP
1The FCA's approach in commenting on the proposed scope and purpose of the report will vary according to the circumstances in which the report is commissioned; it does not follow that the FCA will want to be involved in discussing the scope of a report in every situation. But if the firm anticipates that it will proactively disclose a report to the FCA in the context of an ongoing or prospective enforcement investigation, then the potential use and benefit to be derived from the
EG 3.11.6RP
1Some themes or issues are common to any discussion about the potential use or value of a report to the FCA. These include: (1) to what extent the FCA will be able to rely on the report in any subsequent enforcement proceedings; (2) to what extent the FCA will have access to the underlying evidence or information that was relied upon in producing the report; (3) where legal privilege or other professional confidentiality is claimed over any material gathered or generated in the
EG 3.11.11RP
1The FCA is not able to require the production of “protected items”, as defined in the Act, but it is not uncommon for there to be disagreement with firms about the scope of this protection. Arguments about whether certain documents attract privilege tend to be time- consuming and delay the progress of an investigation. If a firm decides to give a report to the FCA, then the FCA considers that the greatest mutual benefit is most likely to flow from disclosure of the report itself
EG 3.11.13RP
1The FCA understands that the concept of a limited waiver of legal privilege is not one which is recognised in all jurisdictions; the FCA considers that English law does permit such “limited waiver” and that legal privilege could still be asserted against third parties notwithstanding disclosure of a report to the FCA. However, the FCA cannot accept any condition or stipulation which would purport to restrict its ability to use the information in the exercise of the FCA's statutory
EG 3.11.14RP
1This does not mean that information provided to the FCA is unprotected. The FCA is subject to strict statutory restrictions on the disclosure of confidential information (as defined in section 348 of the Act), breach of which is a criminal offence (under section 352 of the Act). Reports and underlying materials provided voluntarily to the FCA by a firm, whether covered by legal privilege or not, are confidential for these purposes and benefit from the statutory protections.
EG 3.11.15RP
1Even in circumstances where disclosure of information would be permitted under the “gateways” set out in the Financial Services and Markets Act 2000 (Disclosure of Confidential Information) Regulations, the FCA will consider carefully whether it would be appropriate to disclose a report provided voluntarily by a firm. The FCA appreciates that firms feel strongly about the importance of maintaining confidentiality, and that firms are more likely to volunteer information to the
SUP 10C.14.20GRP
Failing to disclose relevant information to the FCA may be a criminal offence under section 398 of the Act.
SUP 10C.14.27GRP
Failing to disclose relevant information to the FCA may be a criminal offence under section 398 of the Act.
SUP 15.5.1RRP
A firm must give the FCA4 reasonable advance notice of a change in:99(1) the firm's name (which is the registered name if the firm is a body corporate); (2) any business name under which the firm carries on a regulated activity (other than a regulated claims management activity)8 or ancillary activity either from an establishment in the United Kingdom or with or for clients in the United Kingdom; and8(3) any business name under which the firm carries on a regulated claims management
SUP 15.5.4RRP
A firm must give the FCA4 reasonable advance notice of a change in any of the following addresses, and give details of the new address and the date of the change:99(1) the firm's principal place of business in the United Kingdom; (2) in the case of an overseas firm, its registered office (or head office) address.
SUP 15.5.5RRP
A firm must give the FCA4 reasonable advance notice of a change in any of the following telephone numbers, and give details of the new telephone number and the date of the change:1399(1) the number of the firm's principal place of business in the United Kingdom;(2) in the case of an overseas firm, the number of its head office.3
SUP 15.5.6GRP
SUP 15.5.4 R and SUP 15.5.5 R mean that a firm should notify the FCA4 of a change in telephone number even if the address of the office is not changing.31399
DEPP 3.2.5GRP
(1) If a member of the RDC has a potential conflict of interest in any matter in which he is asked to participate he will disclose the conflict to the RDC Office, and disclose it:(a) in the case of the Chairman of the RDC, to the Chairman or Deputy Chairman of the FCA1; or1(b) in the case of a Deputy Chairman of the RDC, to the Chairman of the RDC, or if he is unavailable to the Chairman or Deputy Chairman of the FCA1; or1(c) in the case of any other member, to the Chairman or
DEPP 3.2.14GRP
If the RDC decides that the FCA1 should give a warning notice or a first supervisory notice:1(1) the RDC will settle the wording of the warning notice or first supervisory notice, and will ensure that the notice complies with the relevant provisions of the Act;(2) the RDC will make any relevant statutory notice associated decisions;(3) the RDC staff will make appropriate arrangements for the notice to be given; and(4) the RDC staff will make appropriate arrangements for the disclosure
LR 5.6.10GRP
The FCA will generally be satisfied that there is sufficient information in the market about the propos ed transaction if: (1) the target has shares or certificates representing equity securities admitted to a regulated market; and(2) the shell company6 makes an announcement stating that the target has complied with the disclosure requirements applicable on that regulated market and providing details of where information disclosed pursuant to those requirements can be obtaine
LR 5.6.12GRP
The FCA will generally be satisfied that there is sufficient publicly available information in the market about the proposed transaction if the target has securities admitted to an investment exchange or trading platform that is not a regulated market and the shell company6: (1) confirms, in a form acceptable to the FCA, that the disclosure requirements in relation to financial information and inside information of the investment exchange or trading platform on which the target'ssecurities
LR 5.6.15GRP
Where the target in a reverse takeover by a shell company6 is not subject to a public disclosure regime, or if the target has securities admitted on an investment exchange or trading platform that is not a regulated market but the shell company6 is not able to give the confirmation and make the announcement contemplated by LR 5.6.12 G, the FCA will generally be satisfied that there is sufficient publicly available information in the market about the proposed transaction such that
DEPP 4.1.11GRP
(1) FCA3staff are required by their contract of employment to comply with a code of conduct which imposes strict rules to cover the handling of conflicts of interest which may arise from personal interests or associations. FCA3 staff subject to a conflict of interest must declare that interest to the person to whom they are immediately responsible for a decision.33(2) If a member of a senior staff committee has a potential conflict of interest in any matter in which they are4
DEPP 4.1.12GRP
The secretariat to the senior staff committee will record and document all disclosures of potential conflicts of interest and the steps taken to manage them.
DEPP 4.1.13GRP
The procedure for taking decisions under executive procedures will generally be less formal and structured than that for decisions by the RDC. Broadly, however, FCA3 staff responsible for taking statutory notice decisions under executive procedures will follow a procedure similar to that described at DEPP 3.2.7 G to DEPP 3.2.27 G for the RDC except that:3(1) in a case where the decision will be taken by a senior staff committee: (a) the chairman or deputy chairman of the senior
SUP 15.3.7GRP
Principle 11 requires a firm to deal with its regulators in an open and cooperative way and to disclose to the FCA11 appropriately anything relating to the firm of which the FCA11 would reasonably expect notice. Principle 11 applies to unregulated activities as well as regulated activities and takes into account the activities of other members of a group.29292929
SUP 15.3.19GRP
The notifications under SUP 15.3.17 R are required as the FCA11 needs to be aware of the types of fraudulent and irregular activity which are being attempted or undertaken, and to act, if necessary, to prevent effects on consumers or other firms. A notification under SUP 15.7.3 G should provide all relevant and significant details of the incident or suspected incident of which the firm is aware.2929
LR 8.3.1RRP
A1sponsor must in relation to a sponsor service:11(1) referred to in 3LR 8.2.1R (1) to (4), LR 8.2.1R (11), LR 8.2.1A R and, where relevant LR 8.2.1R (5)3, 1provide assurance to the FCA when required that the responsibilities of the company with or applying for a premium listing of its securities8 under the listing rules have been met;33(1A) 3provide to the FCA any explanation or confirmation in such form and within such time limit as the FCA reasonably requires for the purposes
LR 8.3.5ARRP
1If, in connection with the provision of a3sponsor service, a sponsor becomes aware that it, or a company with or applying for a premium listing of its securities8 is failing or has failed to comply with its obligations under3 the listing rules3, the3disclosure requirements7 or the transparency rules, the sponsor must promptly notify the FCA2.323
GENPRU 2.2.187RRP
A BIPRU firm which adopts the standardised approach to credit risk may include general/collective provisions in its tier two capital resources only if:(1) they are freely available to the firm;(2) their existence is disclosed in internal accounting records; and(3) their amount is determined by the management of the firm, verified by independent auditors and notified to the FCA18.
DEPP 7.2.2GRP
Where the FCA3 appoints an investigator in response to a request from an overseas regulator or EEA regulator2 it may, under section 169(7) or section 131FA2 of the Act, direct him to permit a representative of that regulator to attend and take part in any interviews conducted for the purposes of the investigation. The FCA3 may only give a direction under section 169(7) or section 131FA2 if it is satisfied that any information obtained by an overseas regulator or EEA regulator2
REC 2.5.14GRP
The FCA3 may also have regard to the systems and controls intended to ensure that confidential information is only used for proper purposes. Where relevant, recognised bodies will have to comply with section 348 (Restrictions on disclosure of confidential information by the FCA3 etc.) and regulations made under section 349 (Exemptions from section 348) of the Act.33
REC 2.5.15GRP
The FCA3 may also have regard to the contracts of employment, staff rules, letters of appointment for members of the management body4, members of relevant committees and other guidance given to individuals on handling conflicts of interest. Guidance to individuals may need to cover:34(1) the need for prompt disclosure of a conflict of interest to enable others, who are not affected by the conflict, to assist in deciding how it should be managed;(2) the circumstances in which a
REC 2.5.16GRP
The FCA3 may also have regard to the arrangements made:3(1) for enforcing rules or other provisions applicable to staff and other persons involved in regulatory decisions; and(2) to keep records of disclosures of conflicts of interest and the steps taken to handle them.
PERG 8.12.26GRP
Provided the conditions in PERG 8.12.25 G are met, the exemption in article 20 applies to any non-real time financial promotion. However, there is an additional condition where the subject matter of the financial promotion is shares or options, futures or contracts for differences relating to shares and the financial promotion identifies directly a person who issues or provides such an investment, or the subject matter of the financial promotion is a controlled claims management
PERG 8.12.29GRP
The effect of PERG 8.12.27G (1) is that a journalist will not breach section 21 by not disclosing a financial interest, providing that the publication, service or broadcast concerned operates proper systems and procedures. As with the exemption in article 12 of the Financial Promotion Order (see PERG 8.12.6 G), what proper systems and procedures are will be a matter ultimately for the courts to determine and may vary according to the medium used. It will depend upon all the circumstances
PERG 8.12.30GRP
Persons such as experts or analysts may be approached to contribute at very short notice and may be overseas. In such cases, the systems and procedures referred to in PERG 8.12.29 G may not be practical. It is the FCA's opinion that, where occasional contributors are concerned, proper systems and procedures may include arrangements for ensuring that the need for disclosure (or the avoidance of financial interests) is drawn to the contributor’s attention before the communication
IFPRU 4.12.27GRP
(1) If a firm is found to have provided support to a securitisation, the expectation that the firm will provide future support to its securitisations is increased. The FCA will take account of this increased expectation in future assessments of commensurate risk transfer to that firm.(2) The FCA expects securitisation documentation to make clear, where applicable, that repurchase of securitisation positions by the originator beyond its contractual obligations is not mandatory
SYSC 18.3.1RRP
(1) A firm must establish, implement and maintain appropriate and effective arrangements for the disclosure of reportable concerns by whistleblowers.(2) The arrangements in (1) must at least:(a) be able effectively to handle disclosures of reportable concerns including: (i) where the whistleblower has requested confidentiality or has chosen not to reveal their identity; and(ii) allowing for disclosures to be made through a range of communication methods; (b) ensure the effective
SYSC 18.3.6RRP
This rule applies to an EEA SMCR banking firm3 and a third-country SMCR banking firm3.2(1) A person subject to this rule (‘P’) 2must, in the manner described in (2), communicate to its UK-based employees that they may disclose reportable concerns to the PRA or the FCA and the methods for doing so. P 2must make clear that:(a) reporting to the PRA or to the FCA is not conditional on a report first being made using P’s 2internal arrangements; (b) it is possible to report using P’s
SYSC 18.3.6AGRP
For the purposes of SYSC 18.3.6R(1) the possibility for P’s employees to disclose reportable concerns to the PRA or to the FCA does not override any obligation of P or its employees to report breaches to P’s Home State regulator of matters reserved by an EU instrument to that regulator.
SYSC 18.3.7RRP
Firms must ensure that their appointed representatives or, where applicable, their tied agents, inform any of their UK-based employees who are workers that, as workers, they may make protected disclosures to the FCA.
LR 9.2.11RRP
A listed company must ensure that the FCA is provided with up to date contact details of at least one appropriate person nominated by it to act as the first point of contact with the FCA in relation to the company's compliance with the listing rules and the disclosure requirements12 and transparency rules.
SUP 15.6.3GRP
If a firm is unable to obtain the information required in SUP 15.6.1 R(2), then it should inform the FCA3 that the scope of the information provided is, or may be, limited. 77
SUP 15.6.4RRP
If a firm becomes aware, or has information that reasonably suggests that it has or may have provided the FCA3 with information which was or may have been false, misleading, incomplete or inaccurate, or has or may have changed in a material particular, it must notify the FCA3 immediately. Subject to SUP 15.6.5 R, the notification must include:7777(1) details of the information which is or may be false, misleading, incomplete or inaccurate, or has or may have changed; (2) an
PERG 4.5.16GRP
In the FCA's view, the information condition in PERG 4.5.14G (3) requires the introducer to indicate to the borrower any other advantages accruing to him as a result of ongoing arrangements with N relating to the introduction of borrowers. This may include, for example, indirect benefits such as office space, travel expenses, subscription fees and this and other relevant information may be provided on a standard form basis to the borrower, as appropriate.
PERG 4.5.17GRP
The FCA would normally expect an introducer to keep a written record of disclosures made to the borrower under article 33A of the Regulated Activities Order including those cases where disclosure is made on an oral basis only.