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Status: Please note you should read all Brexit changes to the FCA Handbook and BTS alongside the main FCA transitional directions. Where these directions apply the 'standstill', firms have the choice between complying with the pre-IP completion day rules, or the post-IP completion day rules. To see a full list of Handbook modules affected, please see Annex B to the main FCA transitional directions.

You are viewing the version of the document as on 2021-01-01.

Status: In this content, we have included all amendments made by EU exit-related instruments up to end September 2020. There will be more amendments to be made later this year, further to the September QCP.

Article 5 Financial instruments providing exclusively for a cash settlement

  1. (1)

    The number of voting rights referred to in rule 5.3.3A of the Disclosure Guidance and Transparency Rules sourcebook relating to financial instruments which provide exclusively for a cash settlement, with a linear, symmetric pay-off profile with the underlying share shall be calculated on a delta-adjusted basis with cash position being equal to 1.

  2. (2)

    The number of voting rights relating to an exclusively cash-settled financial instrument without a linear, symmetric pay-off profile with the underlying share shall be calculated on a delta-adjusted basis, using a generally accepted standard pricing model.

  3. (3)

    A generally accepted standard pricing model shall be a model that is generally used in the finance industry for that financial instrument and that is sufficiently robust to take into account the elements that are relevant to the valuation of the instrument. The elements that are relevant to the valuation shall include at least all of the following:

    1. (a)

      interest rate;

    2. (b)

      dividend payments;

    3. (c)

      time to maturity;

    4. (d)

      volatility;

    5. (e)

      price of underlying share.

  4. (4)

    When determining delta the holder of the financial instrument shall ensure all of the following:

    1. (a)

      that the model used covers the complexity and risk of each financial instrument;

    2. (b)

      that the same model is used in a consistent manner for the calculation of the number of voting rights of a given financial instrument.

  5. (5)

    Information technology systems used to carry out the calculation of delta shall ensure consistent, accurate and timely reporting of voting rights.

  6. (6)

    The number of voting rights shall be calculated daily, taking into account the last closing price of the underlying share. The holder of the financial instrument shall notify the issuer when that holder reaches, exceeds or falls below the applicable thresholds provided for in rule 5.1.2 of the Disclosure Guidance and Transparency Rules sourcebook.