Glossary

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z

AIM

The market of that name operated by the London Stock Exchange

AIM Rules

The rules for Companies whose securities are traded on AIM and their nominated advisers, published by the London Stock Exchange; references to "AR" shall be references to the AIM Rules

Amending Directive

the Directive of the European Parliament and of the Council of 24 November 2010 amending the Prospectus Directive and the Transparency Directive (No 2010/73/EU)

Central Securities Depository

an institution holding securities in a dematerialised form so that ownership of such securities is easily transferable through a book entry

CESR

The Committee of European Securities Regulators

Combined Code

the corporate governance code issued by the Financial Reporting Council

CSD Regulation

the EU Regulation on Central Securities Depositories

Disclosure Rules and Transparency Rules or DTR

the Disclosure Rules and Transparency 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, issued by the FCA pursuant to the Transparency Obligations Directive (Disclosure Rules and Transparency Rules) Instrument 2006 (FSA 2006/70) containing the final rules which implement certain provisions of the EU Transparency Directive (2004/109/EC). References to “DTR” shall be references to the Disclosure Rules and Transparency Rules

EEA

the European Economic Area, comprising those states which are, from time to time, contracting parties to the agreement on the European Economic Area signed in Porto, Portugal, on 2 May 1992; as at 12 April 2014, the following states form the EEA:

Austria, Belgium, Bulgaria, Croatia (provisionally pending full ratification), Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and

the UK References to an “EEA State” or a “member state” shall be to a member of the EEA

EEA Issuer

an issuer incorporated in an EEA State

ESMA

the European Securities and Markets Authority

ESMA Recommendations

the recommendations of CESR for the consistent implementation of the European Commission’s Regulation on Prospectuses No 809/2004, issued in February 2005 and re-issued by ESMA on 23 March 2011

EU

the European Union, comprising 28 member states as at 12 April 2014

FCA

The Financial Conduct Authority, which, acting as the competent authority for listing, is referred to as the “UK Listing Authority”

FSA

The now defunct Financial Services Authority, which, acting as the competent authority for listing, was referred to as the “UK Listing Authority” until the reorganisation of the financial services regulation in 2013

FSMA

the Financial Services and Markets Act 2000, as amended

GAAP

generally accepted accounting principles

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 Regulations

Regulation (EC) 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

International Accounting Standards or IAS

international accounting standards within the meaning of the IAS Regulations

Investment Services Directive

the Council Directive of 10 May 1993 on investment services in the securities field (No 93/22/EEC)

issuer

a legal person who issues, or proposes to issue, the securities in question

LIFFE

the London International Financial Futures Exchange

Listing Rules or new Listing Rules

the rules relating to the admission to the Official List issued by the FCA pursuant to the Listing Rules Instrument 2005; references to “LR” shall be references to the Listing Rules

London Stock Exchange

London Stock Exchange Plc

Main Market

The Official List maintained by the FCA, also known as the “Main Market”

Market Abuse Directive or MAD

the 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)

Market Abuse Regulation or MAR

the Regulation of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC (No 596/2014)

MD&A

management discussion and analysis

Model Code

now deleted following the implementation of MAR. Previously it was the model code on directors’ dealings set out in LR 9, Annex 1, of the Listing Rules

nomad

a nominated adviser for the purposes of the AIM Rules

non-EEA issuer

an issuer incorporated in a country that is not an EEA State

Official List

the definitive record of whether a company’s securities are officially listed in the United Kingdom, as maintained by the FCA

OFR

operating and financial review

PCA

a personal closely associated as defined in Article 1(26) of MAR

PDMR

a person discharging managerial responsibilities as defined in section 96B(1) of FSMA

Proposed Prospectus Regulation

the European Commission's proposal published 30 November 2015 for a regulation on the prospectus to be published when securities are offered to the public or admitted to trading

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

The rules relating to transferable securities issued by the FCA pursuant to the Prospectus Rules Instrument 2005; references to “PR” shall be references to the Prospectus Rules

regulated market

(a) as defined in Article 1 of the Investment Services Directive, a market for the instruments listed in section B of the Annex to the Investment Services Directive which:

(i) appears on the list of such markets drawn up by the market’s home state as required by Article 16 of the Investment Services Directive;

(ii) functions regularly;

(iii) is characterised by the fact that regulations issued or approved by the competent authorities define the conditions for the operation of the market, the conditions for access to the market and, where Directive 79/279/EEC is applicable, the conditions governing admission to listing imposed in that Directive and, where that Directive is not applicable, the conditions that must be satisfied by a financial instrument before it can effectively be dealt in on the market; and

(iv) requires compliance with all the reporting and transparency requirements laid down by Articles 20 and 21 of the Investment Services Directive; and

(b) a market notified under Article 16 of the Investment Services Directive, as included in point 30b of Annex IX to the Agreement of the European Economic Area, to the Standing Committee of the EFTA States as defined in that agreement

RIE

a recognised investment exchange

RIS

a regulatory information service

Transparency Directive

Directive 2004/109/EC of the European Parliament and of the Council of 5 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market

Treasury

Her Majesty’s Treasury, a UK Government department designated:

(a) for the purposes of section 2(2) of the European Communities Act 1972; and

(b) in relation to listing of securities on a stock exchange and information concerning listed securities and also in relation to measures relating to prospectuses on offers of transferable securities to the public

UK

the United Kingdom of Great Britain and Northern Ireland