The Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges and Clearing Houses) Regulations 2001

[^M_F_fad5eb0a-1508-4e4c-d60c-08ce1735d230]: Sch. paras. 2A, 2B and cross-headings inserted (29.6.2017 for specified purposes, 3.7.2017 for specified purposes, 31.7.2017 for specified purposes, 3.1.2018 in so far as not already in force) by The Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (S.I. 2017/701), reg. 1(2)(3)(4)(6), Sch. 3 para. 1(5) (with reg. 7)

[^M_F_ff67ed3d-8860-44ab-da3a-e8eecd0bf44c]: Sch. paras. 7BA, 7BB and cross-headings inserted (29.6.2017 for specified purposes, 3.7.2017 for specified purposes, 31.7.2017 for specified purposes, 3.1.2018 in so far as not already in force) by The Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (S.I. 2017/701), reg. 1(2)(3)(4)(6), Sch. 3 para. 1(12) (with reg. 7)

[^key-95e9fb0897e7eece637a4e3922bbc276]: Reg. 3A inserted (23.10.2025) by The Markets in Financial Instruments (Miscellaneous Amendments) Regulations 2025 (S.I. 2025/1020), regs. 1(2), 10 (with reg. 17); S.I. 2025/1078, reg. 2(b) (with reg. 11)

[^key-c8611035961636aaec04f3b9d9cc56a2]: Sch. para. 7F and cross-heading inserted (23.10.2025) by The Markets in Financial Instruments (Miscellaneous Amendments) Regulations 2025 (S.I. 2025/1020), regs. 1(2), 11(3) (with reg. 17); S.I. 2025/1078, reg. 2(b) (with reg. 11)

[^key-934798acd69e18581f018a7cd7c0308b]: Reg. 3(4)(5) inserted (23.10.2025) by The Markets in Financial Instruments (Miscellaneous Amendments) Regulations 2025 (S.I. 2025/1020), regs. 1(2), 9(3) (with reg. 17); S.I. 2025/1078, reg. 2(b) (with reg. 11)

[^key-ee71ad3ec8bd621cc84f4f8e4ada0692]: Words in reg. 3(1) inserted (23.10.2025) by The Markets in Financial Instruments (Miscellaneous Amendments) Regulations 2025 (S.I. 2025/1020), regs. 1(2), 9(2) (with reg. 17); S.I. 2025/1078, reg. 2(b) (with reg. 11)

[^key-8d7958938d167195133328c5e6209ddc]: Words in Sch. para. 7BB(2)(a) substituted (23.10.2025) by The Markets in Financial Instruments (Miscellaneous Amendments) Regulations 2025 (S.I. 2025/1020), regs. 1(2), 11(2) (with reg. 17); S.I. 2025/1078, reg. 2(b) (with reg. 11)

[^key-5c7dc07b0d283e71ecdcbf50db4d2476]: Sch. para. 9F(6)(b) omitted (23.10.2025) by virtue of The Markets in Financial Instruments (Miscellaneous Amendments) Regulations 2025 (S.I. 2025/1020), regs. 1(2), 11(4) (with reg. 17); S.I. 2025/1078, reg. 2(b) (with reg. 11)

[^key-da8c673c3ee54c1ffae7133737e31c54]: Sch. para. 9I(d) omitted (23.10.2025) by virtue of The Markets in Financial Instruments (Miscellaneous Amendments) Regulations 2025 (S.I. 2025/1020), regs. 1(2), 11(5) (with reg. 17); S.I. 2025/1078, reg. 2(b) (with reg. 11)

[^key-6b3be4c45b83e59ee9d432b0b75c7c3f]: Words in Sch. para. 9ZB(6) omitted (19.1.2026) by virtue of The Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025 (S.I. 2025/1076), reg. 1(3), Sch. para. 7(a)(i); S.I. 2025/1078, reg. 5(b)

[^key-4a43a4ab12a8dde49dbf22bfbd0f0863]: Words in Sch. para. 9ZB(6) omitted (19.1.2026) by virtue of The Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025 (S.I. 2025/1076), reg. 1(3), Sch. para. 7(a)(iii); S.I. 2025/1078, reg. 5(b)

[^key-2e872107417adf0b7e4c9c58b42a2fb3]: Words in Sch. para. 9ZB(6) inserted (19.1.2026) by The Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025 (S.I. 2025/1076), reg. 1(3), Sch. para. 7(b); S.I. 2025/1078, reg. 5(b)

[^key-67b2e94722336c9a1d93c9eb703e2867]: Word in Sch. para. 9ZB(6) omitted (19.1.2026) by virtue of The Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025 (S.I. 2025/1076), reg. 1(3), Sch. para. 7(c); S.I. 2025/1078, reg. 5(b)

[^key-cde9e90d032a8903e21e540fa8fc12de]: Words in Sch. para. 9ZB(6) omitted (19.1.2026) by virtue of The Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025 (S.I. 2025/1076), reg. 1(3), Sch. para. 7(a)(ii); S.I. 2025/1078, reg. 5(b)

Provision of pre-trade information about share trading

4A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Provision of post-trade information about share trading

4B

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Admission of financial instruments to trading

7A

• (1) The exchange must make clear and transparent rules concerning the admission of financial instruments to trading on any trading venue operated by it.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Access to the exchange’s facilities

7B

• (1) The exchange must make transparent and non-discriminatory rules, based on objective criteria, governing access to, or membership of, its facilities.

• (2) In particular those rules must specify the obligations for users or members of its facilities arising from—

• (a) the constitution and administration of the exchange;

• (b) rules relating to transactions on its trading venues;

• (c) its professional standards for staff of any investment firm or qualifying credit institution having access to or membership of a trading venue operated by the exchange;

• (d) conditions established under sub-paragraph (3)(c) for access to or membership of a trading venue operated by the exchange by persons other than investment firms or qualifying credit institutions; and

• (e) the rules and procedures for clearing and settlement of transactions concluded on a trading venue operated by the exchange.

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (5) The exchange must make arrangements regularly to provide the FCA with a list of the users or members of its facilities.

• (6) This paragraph is without prejudice to the generality of paragraph 4.

Access to central counterparty, clearing and settlement facilities

7C

• (1) This paragraph applies to an exchange which provides central counterparty, clearing or settlement facilities.

• (2) The exchange must make transparent and non-discriminatory rules, based on objective criteria, governing access to those facilities.

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Choice of settlement facilities

7D

• (1) The rules of the exchange must permit a user or member of a regulated market operated by it to use whatever settlement facility he chooses for a transaction.

• (2) Sub-paragraph (1) only applies where—

• (a) such links and arrangements exist between the chosen settlement facility and any other settlement facility as are necessary to ensure the efficient and economic settlement of the transaction; and

• (b) the exchange is satisfied that the smooth and orderly functioning of the financial markets will be maintained.

Suspension and removal of financial instruments from trading

7E

• (1) The rules of the exchange must provide that the exchange must not exercise its power to suspend or remove from trading on a trading venue operated by it any financial instrument which no longer complies with its rules, where such step would be likely to cause significant damage to the interests of investors or the orderly functioning of the financial markets.

• (2) Where the exchange suspends or removes any financial instrument from trading on a trading venue it operates it must also suspend or remove from trading on that venue any derivative that relates or is referenced to that financial instrument where that is required to support the objectives of the suspension or removal from trading of that financial instrument.

• (3) Where the exchange suspends or removes any financial instrument from trading on a trading venue it operates, including any derivative in accordance with sub-paragraph (2), it must make that decision public and notify the FCA.

• (4) Where following a decision made under sub-paragraph (2) the exchange lifts a suspension or readmits any financial instrument to trading on a trading venue it operates, including any derivative suspended or removed from trading in accordance with that sub-paragraph, it must make that decision public and notify the FCA.

Operation of a multilateral trading facility or an organised trading facility

9A

• (1) An exchange operating a multilateral trading facility or an organised trading facility must also operate a regulated market.

• (2) An exchange operating a multilateral trading facility or an organised trading facility must comply with those requirements of—

• (a) any provisions of the law of the United Kingdom relied on by the United Kingdom before IP completion day to implement Chapter 1 of Title II of the markets in financial instruments directive—

• (i) as they have effect on 1st December 2021, in the case of rules made by the FCA under the Act, and

• (ii) as amended from time to time, in all other cases;

• (b) any EU regulation originally made under Chapter 1 of the markets in financial instruments directive which is assimilated direct legislation, or any subordinate legislation (within the meaning of the Interpretation Act 1978) made under those provisions on or after IP completion day,

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).

• (4) An exchange operating a multilateral trading facility or an organised trading facility must provide the FCA with a detailed description of—

• (a) the functioning of the multilateral trading facility or organised trading facility;

• (b) any links to another trading venue owned by the same exchange or to a systematic internaliser owned by the same exchange; and

• (c) a list of the facility's members, participants and users.

• (5) Any multilateral trading facility or an organised trading facility operated by the exchange must have at least three materially active members or users who each have the opportunity to interact with all the others in respect of price formation.

Access to central counterparty, clearing and settlement facilities

21A

• (1) The clearing house must make transparent and non-discriminatory rules, based on objective criteria, governing access to ... clearing or settlement facilities provided by it.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12A

The rules of the exchange must provide that, in the event of a default, any default fund contribution provided by the defaulter shall only be used in accordance with paragraph 12(2)(c)(i) or (ii).

25A

The rules of the clearing house must provide that in the event of a default, any default fund contribution provided by the defaulter shall only be used in accordance with paragraph 25(1)(c)(i) or (ii).

Recognition requirements for central counterparties

5A

Parts 5 and 6 of the Schedule set out recognition requirements applying to bodies in respect of which a recognition order has been made under section 290(1)(b) of the Act, or which have applied for such an order under section 288(1) of the Act.

Method of satisfying recognition requirements

Dealings and transactions not involving investments

Exchanges and clearing houses which do not enter into market contracts

Effect of recognition under the Financial Services Act 1986

Revocation of recognition: action taken before commencement

PART 5 — Recognition requirements for central counterparties

Requirements of the EMIR regulation

29

A central counterparty providing clearing services must meet the requirements set out in the EMIR regulation (within the meaning of section 313 of the Act).

Market abuse or financial crime

30

The central counterparty must ensure that appropriate measures are adopted to reduce the extent to which its facilities can be used for a purpose connected with market abuse or financial crime, and to facilitate their detection and monitor their incidence.

Access to central counterparty, clearing and settlement facilities

31

• (1) The central counterparty must make transparent and non-discriminatory rules, based on objective criteria, governing access to central counterparty, clearing or settlement facilities provided by it.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART 6 — Recognition requirements applying to central counterparties: default rules

Introduction

32

This Part sets out recognition requirements which apply to the default rules of a central counterparty.

Interpretation

33

In this Part—

• (a) “assets” has the meaning given by Article 39(10) of the EMIR Level 1 Regulation;

• (b) “clearing member” has the meaning given by Article 2(14) of the EMIR Level 1 Regulation;

• (c) “client” has the meaning given by section 190(1) of the Companies Act 1989;

• (d) “default rules” has the meaning given by section 188(1) of the Companies Act 1989;

• (e) “defaulting” has the meaning given by section 188(2) of the Companies Act 1989;

• (f) “EMIR Level 1 Regulation” means Regulation (EU) No 648/2012 of 4 July 2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories;

• (g) “indirect client” has the meaning given by section 190(1) of the Companies Act 1989;

• (h) “position” has the has the meaning given by section 190(1) of the Companies Act 1989.

Portability of accounts: default rules going beyond requirements of EMIR

34

• (1) Sub-paragraph (2) applies to any provisions of the default rules which—

• (a) provide for the transfer of the positions or assets of a defaulting clearing member;

• (b) are not necessary for the purposes of complying with the minimum requirements of Articles 48(5) and (6) of the EMIR Level 1 Regulation; and

• (c) may be relevant to a question falling to be determined in accordance with the law of a part of the United Kingdom.

• (2) Where this sub-paragraph applies to any provisions of the default rules, the default rules must—

• (a) include a summary of how a transfer under the provisions will work and its main legal implications (including information on the applicable insolvency law in the relevant jurisdictions), or a clear and prominent reference to the place where such a summary can be directly and easily accessed by the public;

• (b) ensure that a position or asset cannot be transferred under the provisions without the consent of—

• (i) the person for whose account the position or asset is held; and

• (ii) the clearing member to whom the position or asset is transferred;

• (c) ensure that any transfer under the provisions is fair to clients and indirect clients; and

• (d) specify a pre-defined transfer period within which a transfer under the provisions must take place.

• (3) For the purposes of sub-paragraph (2)(a), a clear and prominent reference to a place where a summary can be directly and easily accessed by the public may be provided by way of a direct internet link to an appropriate internet site.

• (4) For the purposes of sub-paragraph (2)(b), consent may be given in advance of a default (such as by means of suitable provision in the default rules).

Liquidation of accounts

35

The default rules must contain provision ensuring that, after the liquidation of an account and the return of any collateral to clients or to a clearing member for the account of the clearing member’s clients, the amount of any other net sum payable or, as the case may be, the fact that no other net sum is payable, in respect of that account will be certified for the purposes of section 163 of the Companies Act 1989.

Loss allocation

29A

The central counterparty must maintain effective arrangements (which may include rules) for ensuring that losses that—

• (a) arise otherwise than as a result of clearing member default; and

• (b) threaten the central counterparty’s solvency;

are allocated with a view to ensuring that the central counterparty can continue to provide the services and carry on the activities specified in its recognition order.

Recovery plans

29B

The central counterparty must maintain a plan that sets out the steps that it will take in order to maintain the continuity of the services that it provides and the activities that it carries on that are specified in its recognition order in the event that such continuity is threatened.

Loss allocation

36

The default rules must contain provision ensuring that losses that—

• (a) arise as a result of clearing member default;

• (b) remain after the resources to which the central counterparty has access pursuant to Article 45 of the EMIR Level 1 Regulation have been exhausted; and

• (c) threaten the central counterparty’s solvency;

are allocated with a view to ensuring that the central counterparty can continue to provide the services and carry on the activities specified in its recognition order.

Recovery Plans

23A

The clearing house must maintain a plan that sets out the steps that it will take in order to maintain the continuity of its exempt activities in the event that such continuity is threatened.

FCA rules

11

The FCA may make rules for the purposes of these Regulations.

Management body

2A

• (1) The composition of the management body of an exchange must reflect an adequately broad range of experience.

• (2) The management body must possess adequate collective knowledge, skills and experience in order to understand the exchange's activities and main risks.

• (3) Members of the management body must—

• (a) commit sufficient time to perform their functions on the management body;

• (b) act with honesty, integrity and independence of mind; and

• (c) effectively—

• (i) assess and challenge, where necessary, the decisions of the senior management; and

• (ii) oversee and monitor decision-making.

• (4) The management body must—

• (a) define and oversee the implementation of governance arrangements that ensure the effective and prudent management of the exchange in a manner which promotes the integrity of the market, which at least must include—

• (i) the segregation of duties in the organisation; and

• (ii) the prevention of conflicts of interest;

• (b) monitor and periodically assess the effectiveness of the exchange's governance arrangements; and

• (c) take appropriate steps to address any deficiencies found as a result of the monitoring under paragraph (b).

• (5) An exchange must—

• (a) devote adequate human and financial resources to the induction and training of members of the management body;

• (b) ensure that the management body has access to the information and documents it requires to oversee and monitor management decision-making; and

• (c) notify the FCA of the identity of all the members of its management body.

• (6) An exchange and, if it has a nomination committee, its nomination committee must engage a broad set of qualities and competences when recruiting persons to the management body, and for that purpose have a policy promoting diversity on the management body.

• (7) The number of directorships a member of the management body can hold at the same time must take into account individual circumstances and the nature, scale and complexity of the exchange's activities.

Management body: significant exchanges

2B

• (1) If an exchange is significant the following requirements apply to the management body—

• (a) members of the management body must not at the same time hold positions exceeding more than one of the following combinations—

• (i) one executive directorship with two non-executive directorships (or where so authorised by the FCA under regulation 44(1) of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017, three non-executive directorships); or

• (ii) four non-executive directorships (or where so authorised by the FCA under regulation 44(1) of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017, five non-executive directorships); and

• (b) the management body must have a nomination committee unless it is prevented by law from selecting and appointing its own members.

• (2) For the purposes of sub-paragraph (1)(a)—

• (a) any directorship in which the person represents the United Kingdom is not counted;

• (b) executive or non-executive directorships—

• (i) held within the same group, or

• (ii) held within the same undertaking where the exchange holds a qualifying holding ...,

shall be counted as a single directorship; and

• (c) any directorship in an organisation which does not pursue predominantly commercial objectives is not counted.

• (3) The nomination committee referred to in sub-paragraph (1)(b) must—

• (a) be composed of members of the management body who do not perform an executive function in the exchange;

• (b) identify and recommend to the exchange persons to fill management body vacancies;

• (c) at least annually assess the structure, size, composition and performance of the management body and make recommendations to the management body;

• (d) at least annually assess the knowledge, skills and experience of individual members of the management body and of the management body collectively, and report to the management body accordingly;

• (e) periodically review the policy of the management body for the selection and appointment of senior management and make recommendations to the management body; and

• (f) be able to use any forms of resource it deems appropriate, including external advice.

• (4) In performing its functions under sub-paragraph (3) the nomination committee must take account of the need to ensure that the management body's decision-making is not dominated by—

• (a) any one individual; or

• (b) a small group of individuals,

in a manner that is detrimental to the interests of the exchange as a whole.

• (5) In performing its function under sub-paragraph (3)(b) the nomination committee must—

• (a) evaluate the balance of knowledge, skills, diversity and experience of the management body;

• (b) prepare a description of the roles, capabilities and expected time commitment for any particular appointment;

• (c) decide on a target for the representation of the underrepresented gender in the management body and prepare a policy on how to meet that target;

• (d) engage a broad set of qualities and competences, and for that purpose have a policy promoting diversity on the management body.

• (6) In sub-paragraph (1), “significant” in relation to an exchange means significant in terms of the size and internal organisation of the exchange and the nature, scope and complexity of the exchange's activities.

• (7) In sub-paragraph (2)(b)(ii)—

• “qualifying holding” means a direct or indirect holding in an investment firm which represents 10 % or more of the capital or of the voting rights, as set out in Articles 9 and 10 of Directive 2004/109/EC, taking into account the conditions regarding aggregation thereof laid down in Article 12(4) and (5) of that Directive, or which makes it possible to exercise a significant influence over the management of the investment firm in which that holding subsists;

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

Market making agreements

3A

• (1) The exchange must—

• (a) have written agreements with all investment firms pursuing a market making strategy on trading venues operated by it (“market making agreements”);

• (b) have schemes, appropriate to the nature and scale of a trading venue, to ensure that a sufficient number of investment firms enter into such agreements which require them to post firm quotes at competitive prices with the result of providing liquidity to the market on a regular and predictable basis;

• (c) monitor and enforce compliance with the market making agreements;

• (d) inform the FCA of the content of its market making agreements; and

• (e) provide the FCA with any information it requests which is necessary for the FCA to satisfy itself that the market making agreements comply with paragraphs (c) and (d) of this sub-paragraph and sub-paragraph (2).

• (2) A market making agreement must specify—

• (a) the obligations of the investment firm in relation to the provision of liquidity;

• (b) where applicable, any obligations arising from the participation in a scheme mentioned in sub-paragraph (1)(b);

• (c) any incentives in terms of rebates or otherwise offered by the exchange to the investment firm in order for it to provide liquidity to the market on a regular and predictable basis; and

• (d) where applicable, any other rights accruing to the investment firm as a result of participation in the scheme referred to in sub-paragraph (1)(b).

• (3) For the purposes of this paragraph, an investment firm pursues a market making strategy if—

• (a) the firm is a member or participant of one or more trading venues;

• (b) the firm's strategy, when dealing on own account, involves posting firm, simultaneous two-way quotes of comparable size and at competitive prices relating to one or more financial instruments on a single trading venue, or across different trading venues; and

• (c) the result is providing liquidity on a regular and frequent basis to the overall market.

Halting trading

3B

• (1) The exchange must be able to—

• (a) temporarily halt or constrain trading on any trading venue operated by it if there is a significant price movement in a financial instrument on such a trading venue or a related trading venue during a short period; and

• (b) in exceptional cases cancel, vary, or correct, any transaction.

• (2) For the purposes of sub-paragraph (1) the exchange must ensure that the parameters for halting trading are calibrated in a way which takes into account—

• (a) the liquidity of different asset classes and sub-classes;

• (b) the nature of the trading venue market model; and

• (c) the types of users,

to ensure the parameters avoid significant disruptions to the orderliness of trading.

• (3) The exchange must report the parameters mentioned in sub-paragraph (2) and any material changes to those parameters to the FCA in a format to be specified by the FCA.

• (4) If a trading venue operated by the exchange is material in terms of liquidity of the trading of a financial instrument and it halts trading in the United Kingdom in that instrument, it must have systems and procedures in place to ensure that it notifies the FCA.

Direct electronic access

3C

Where the exchange permits direct electronic access to a trading venue it operates it must—

• (a) ensure that a member of, or participant in, the trading venue is only permitted to provide direct electronic access to the venue if the member or participant—

• (i) an investment firm which has permission under Part 4A of the Act to carry on a regulated activity which is any of the investment services or activities;

• (ii) a qualifying credit institution that has Part 4A permission to carry on the regulated activity of accepting deposits;

• (iii) is a person who falls within regulation 30(1A) of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 and has permission under Part 4A of the Act to carry on a regulated activity which is any of the investment services or activities;

• (iv) is a third country firm providing the direct electronic access in the course of exercising rights under Article 46.1 (general provisions) ... of the markets in financial instruments regulation;

• (v) is a third country firm and the provision of the direct electronic access by that firm is subject to the exclusion in article 72 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or

• (vi) is a third country firm which does not come within paragraph (iv) or (v) and is otherwise permitted to provide the direct electronic access under the Act;

• (b) ensure that appropriate criteria are set and applied for the suitability of persons to whom direct electronic access services may be provided;

• (c) ensure that a member of, or participant in, the trading venue retains responsibility for adherence to the requirements of any provisions of the law of the United Kingdom relied on by the United Kingdom before IP completion day to implement the markets in financial instruments directive in respect of orders and trades executed using the direct electronic access service , as those provisions have effect on IP completion day, in the case of rules made by the FCA under the Act, and as amended from time to time, in all other cases;

• (d) set appropriate standards for risk controls and thresholds on trading through direct electronic access;

• (e) be able to distinguish and if necessary stop orders or trading on that trading venue by a person using direct electronic access separately from—

• (i) other orders; or

• (ii) trading by the member or participant providing the direct electronic access; and

• (f) have arrangements in place to suspend or terminate the provision to a client of direct electronic access to that trading venue by a member of, or participant in, the trading venue in the case of non-compliance with this paragraph.

Co-location services

3D

The exchange's rules on co-location services must be transparent, fair and non-discriminatory.

Fee structures

3E

• (1) The exchange's fee structure, for all fees it charges including execution fees and ancillary fees and rebates it grants, must—

• (a) be transparent, fair and non-discriminatory;

• (b) not create incentives to place, modify or cancel orders, or execute transactions, in a way which contributes to disorderly trading conditions or market abuse; and

• (c) impose market making obligations in individual shares or suitable baskets of shares for any rebates that are granted.

• (2) Nothing in sub-paragraph (1) prevents the exchange from—

• (a) adjusting its fees for cancelled orders according to the length of time for which the order was maintained;

• (b) calibrating its fees to each financial instrument to which they apply;

• (c) imposing a higher fee—

• (i) for placing an order which is cancelled than an order which is executed;

• (ii) on participants placing a high ratio of cancelled orders to executed orders; or

• (iii) on a person operating a high-frequency algorithmic trading technique,

in order to reflect the additional burden on system capacity.

Algorithmic trading

3F

The exchange must require members of and participants in trading venues operated by it to flag orders generated by algorithmic trading in order for it to be able to identify—

• (a) the different algorithms used for the creation of orders; and

• (b) the persons initiating those orders.

Tick size regimes

3G

• (1) Subject to sub-paragraph (1A), the exchange must adopt tick size regimes in respect of trading venues operated by it in—

• (a) shares, depositary receipts, exchange-traded funds, certificates and other similar financial instruments traded on each trading venue; and

• (b) any financial instrument for which technical standards are adopted by the FCA under paragraphs 24 and 25 of Part 2 of Schedule 3 to the markets in financial instruments regulation which is traded on that trading venue.

• (1A) The application of tick sizes shall not prevent the exchange from matching orders that are large in scale (as determined in accordance with Article 4 of the markets in financial instruments regulation) at the mid-point within the current bid and offer prices.

• (2) The tick size regime must—

• (a) be calibrated to reflect the liquidity profile of the financial instrument in different markets and the average bid-ask spread taking into account the desirability of enabling reasonably stable prices without unduly constraining further narrowing of spreads; and

• (b) adapt the tick size for each financial instrument appropriately.

• (3) The tick size regime must comply with Commission Delegated Regulation (EU) 2017/588 of 14 July 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards on the tick size regime for shares, depositary receipts and exchange-traded funds.

Synchronisation of business clocks

3H

The exchange must synchronise the business clocks it uses to record the date and time of any reportable event in accordance with Commission Delegated Regulation (EU) 2017/574 of 7 June 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards for the level of accuracy of business clocks.

Publication of data regarding execution of transactions

4C

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Position management

7BA

• (1) An exchange operating a trading venue which trades commodity derivatives must apply position management controls on that venue, which must at least enable the exchange to—

• (a) monitor the open interest positions of persons;

• (b) access information, including all relevant documentation, from persons about—

• (i) the size and purpose of a position or exposure entered into;

• (ii) any beneficial or underlying owners;

• (iii) any concert arrangements; and

• (iv) any related assets or liabilities in the underlying market;

• (c) require a person to terminate or reduce a position on a temporary or permanent basis as the specific case may require and to unilaterally take appropriate action to ensure the termination or reduction if the person does not comply; and

• (d) where appropriate, require a person to provide liquidity back into the market at an agreed price and volume on a temporary basis with the express intent of mitigating the effects of a large or dominant position.

• (2) The position management controls must take account of the nature and composition of market participants and of the use they make of the contracts submitted to trading and must—

• (a) be transparent;

• (b) be non-discriminatory; and

• (c) specify how they apply to persons.

• (3) An exchange must inform the FCA of the details of the position management controls in relation to each trading venue it operates.

Position reporting

7BB

• (1) This paragraph applies to an exchange operating a trading venue which trades commodity derivatives, emission allowances, or emission allowance derivatives.

• (2) The exchange must—

• (a) where it meets the minimum threshold, as specified in rules made by the FCA under regulation 11, make public a weekly report with the aggregate positions held by the different categories of persons for the different commodity derivatives, emission allowances or emission allowance derivatives traded on the trading venue specifying—

• (i) the number of long and short positions by such categories;

• (ii) changes of those positions since the previous report;

• (iii) the percentage of the total open interest represented by each category; and

• (iv) the number of persons holding a position in each category; and

• (b) provide the FCA with a complete breakdown of the positions held by all persons, including the members and participants and their clients, on the trading venue on a daily basis, or more frequently if that is required by the FCA.

• (3) For the weekly report mentioned in sub-paragraph (2)(a) the exchange must—

• (a) categorise persons in accordance with the classifications required under sub-paragraph (4); and

• (b) differentiate between positions identified as—

• (i) positions which in an objectively measurable way reduce risks directly relating to commercial activities; or

• (ii) other positions.

• (4) The exchange must classify persons holding positions in commodity derivatives, emission allowances or emission allowance derivatives according to the nature of their main business, taking account of any applicable authorisation or registration, as—

• (a) an investment firm or qualifying credit institution;

• (b) an investment fund, either as an undertaking for collective investment in transferable securities within the meaning of section 236A of the Act, an AIF or an AIFM within the meaning of regulations 3 and 4 respectively of the Alternative Investment Fund Managers Regulations 2013;

• (c) another financial institution, including an insurance undertaking within the meaning of section 417 of the Act, a reinsurance undertaking within the meaning of section 417 of the Act, and an occupational pension scheme within the meaning of section 1(1) of the Pension Schemes Act 1993;

• (d) a commercial undertaking; or

• (e) in the case of emission allowances or emission allowance derivatives, an operator with compliance obligations under Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community.

• (5) The exchange must communicate the weekly report mentioned in sub-paragraph (2)(a) to the FCA ....

Specific requirements for regulated markets: execution of orders

9ZA

• (1) An exchange must have non-discretionary rules for the execution of orders on a regulated market operated by it.

• (2) An exchange must not on a regulated market operated by it—

• (a) execute any client orders against its proprietary capital; or

• (b) engage in matched principal trading.

Specific requirements for regulated markets: admission of financial instruments to trading

9ZB

• (1) The rules of the exchange must ensure that all—

• (a) financial instruments admitted to trading on a regulated market operated by it are capable of being traded in a fair, orderly and efficient manner;

• (b) transferable securities admitted to trading on a regulated market operated by it are freely negotiable; and

• (c) contracts for derivatives admitted to trading on a regulated market operated by it are designed so as to allow for their orderly pricing as well as for the existence of effective settlement conditions.

• (2) The rules of the exchange must provide that where it, without obtaining the consent of the issuer, admits to trading on a regulated market operated by it a transferable security which has been admitted to trading on another regulated market the exchange—

• (a) must inform the issuer of that security as soon as is reasonably practicable; and

• (b) may not require the issuer of that security to demonstrate compliance with the disclosure obligations.

• (3) The exchange must maintain effective arrangements to verify that issuers of transferable securities admitted to trading on a regulated market operated by it comply with the disclosure obligations.

• (4) The exchange must maintain arrangements to assist members of or participants in a regulated market operated by it to obtain access to information made public under the disclosure obligations.

• (5) The exchange must maintain arrangements to review regularly whether financial instruments admitted to trading on a regulated market operated by it comply with the admission requirements for those instruments.

• (6) In this paragraph—

...

Specific requirements for regulated markets: access to a regulated market

9ZC

The rules of the exchange about access to, or membership of, a regulated market operated by it must permit the exchange to give access to or admit to membership (as the case may be) only—

• (a) an investment firm which has permission under Part 4A of the Act to carry on a regulated activity which is an investment service or activity;

• (b) a qualifying credit institution that has Part 4A permission to carry on the regulated activity of accepting deposits; or

• (c) a person who—

• (i) is of sufficient good repute;

• (ii) has a sufficient level of trading ability, competence and experience;

• (iii) where applicable, has adequate organisational arrangements; and

• (iv) has sufficient resources for the role it is to perform, taking account of the exchange's arrangements under paragraph 4(2)(d).

Multilateral systems

9ZD

An exchange must only operate a multilateral system as a regulated market, a multilateral trading facility or an organised trading facility.

Specific requirements for multilateral trading facilities: execution of orders

9B

• (1) An exchange must have non-discretionary rules for the execution of orders on a multilateral trading facility operated by it.

• (2) An exchange must not on a multilateral trading facility operated by it—

• (a) execute any client orders against its proprietary capital; or

• (b) engage in matched principal trading.

Specific requirements for multilateral trading facilities: access to a facility

9C

The rules of the exchange about access to, or membership of, a multilateral trading facility operated by it must permit the exchange to give access to or admit to membership (as the case may be) only to—

• (a) an investment firm which has permission under Part 4A of the Act to carry on a regulated activity which is an investment service or activity;

• (b) a qualifying credit institution that has Part 4A permission to carry on the regulated activity of accepting deposits.

• (c) a person who—

• (i) is of sufficient good repute;

• (ii) has a sufficient level of trading ability, competence and experience;

• (iii) where applicable, has adequate organisational arrangements; and

• (iv) has sufficient resources for the role it is to perform, taking account of the financial arrangements the exchange has established in order to guarantee the adequate settlement of transactions.

Specific requirements for multilateral trading facilities: disclosure

9D

• (1) The rules of the exchange must provide that where it, without obtaining the consent of the issuer, admits to trading on a multilateral trading facility operated by it a transferable security which has been admitted to trading on a regulated market, the exchange may not require the issuer of that security to demonstrate compliance with the disclosure obligations.

• (2) The exchange must maintain arrangements to provide sufficient publicly available information (or satisfy itself that sufficient information is publicly available) to enable users of a multilateral trading facility operated by it to form investment judgements, taking into account both the nature of the users and the types of instruments traded.

• (3) In this paragraph, “the disclosure obligations” has the same meaning as in paragraph 9ZB.

SME growth markets

9E

• (1) An exchange operating ... an SME growth market ... (an “exchange-operated SME growth market”) must comply with rules made by FCA for the purposes of this paragraph as they have effect on IP completion day.

• (2) An exchange-operated SME growth market must not admit to trading a financial instrument which is already admitted to trading on another SME growth market unless the issuer of the instrument has been informed of the proposed admission to trading and has not objected.

• (3) Where an exchange-operated SME growth market exchange admits a financial instrument to trading in the circumstances of sub-paragraph (2), that exchange-operated SME growth market may not require the issuer of the financial instrument to demonstrate compliance with—

• (a) any obligation relating to corporate governance, or

• (b) the disclosure obligations.

• (4) In this paragraph, “the disclosure obligations” has the same meaning as in paragraph 9ZB.

Specific requirements for organised trading facilities: execution of orders

9F

• (1) An exchange operating an organised trading facility must—

• (a) execute orders on that facility on a discretionary basis in accordance with sub-paragraph (4);

• (b) not execute any client orders on that facility against its proprietary capital or the proprietary capital of any entity that is part of the same group or legal person as the exchange unless in accordance with sub-paragraph (2);

• (c) not operate a systematic internaliser within the same legal entity;

• (d) ensure that the organised trading facility does not connect with a systematic internaliser in a way which enables orders in an organised trading facility and orders or quotes in a systematic internaliser to interact; and

• (e) ensure that the organised trading facility does not connect with another organised trading facility in a way which enables orders in different organised trading facilities to interact.

• (2) An exchange may only engage in—

• (a) matched principal trading on an organised trading facility operated by it in respect of—

• (i) bonds,

• (ii) structured finance products,

• (iii) emission allowances, and

• (iv) derivatives which have not been declared subject to the clearing obligation in accordance with Article 5 of the EMIR regulation,

where the client has consented to that; or

• (b) dealing on own account on an organised trading facility operated by it, otherwise than in accordance with paragraph (a), in respect of sovereign debt instruments for which there is not a liquid market.

• (3) If the exchange engages in matched principal trading in accordance with sub-paragraph (2)(a) it must establish arrangements to ensure compliance with the definition of matched principal trading ....

• (4) The discretion which the exchange must exercise in executing a client order may only be the discretion mentioned in sub-paragraph (5) or in sub-paragraph (6) or both.

• (5) The first discretion is whether to place or retract an order on the organised trading facility.

• (6) The second discretion is whether to match a specific client order with other orders available on the organised trading facility at a given time, provided the exercise of such discretion is in compliance with specific instructions received from the client and in accordance with the exchange's obligations under—

• (a) section 11.2A of the Conduct of Business sourcebook,

• (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (7) Where the organised trading facility crosses client orders the exchange may decide if, when and how much of two or more orders it wants to match within the system.

• (8) Subject to the requirements of this paragraph, with regard to a system that arranges transactions in non-equities, the exchange may facilitate negotiation between clients so as to bring together two or more potentially comparable trading interests in a transaction.

• (9) The exchange must comply with rules made by the FCA as they have effect on 1st December 2021 as to how Articles 24, 25, 27 and 28 of the markets in financial instruments directive apply to its operation of an organised trading facility.

• (10) Nothing in this paragraph prevents an exchange from engaging an investment firm to carry out market making on an independent basis on an organised trading facility operated by the exchange provided the investment firm does not have close links with the exchange.

• (11) In this paragraph—

• “close links” has the meaning given in Article 2(1)(21) of the markets in financial instruments regulation;

• “investment firm” has the meaning given in Article 2(1A) of the markets in financial instruments regulation;

• “non-equities” means bonds, structured finance products, emission allowances and derivatives traded on a trading venue to which Article 8(1) of the markets in financial instrument regulation applies.

Specific requirements for organised trading facilities: disclosure

9G

• (1) The rules of the exchange must provide that where it, without obtaining the consent of the issuer, admits to trading on an organised trading facility operated by it a transferable security which has been admitted to trading on a regulated market, the exchange may not require the issuer of that security to demonstrate compliance with the disclosure obligations.

• (2) The exchange must maintain arrangements to provide sufficient publicly available information (or satisfy itself that sufficient information is publicly available) to enable users of an organised trading facility operated by it to form investment judgements, taking into account both the nature of the users and the types of instruments traded.

• (3) In this paragraph, “the disclosure obligations” has the same meaning as in paragraph 9ZB.

Specific requirements for organised trading facilities: FCA request for information

9H

• (1) An exchange must, when requested to do so, provide the FCA with a detailed explanation in respect of an organised trading facility operated by it, or such a facility it proposes to operate, of—

• (a) why the organised trading facility does not correspond to and cannot operate as a multilateral trading facility, a regulated market or a systematic internaliser;

• (b) how discretion will be exercised in executing client orders, and in particular when an order to the organised trading facility may be retracted and when and how two or more client orders will be matched within the facility; and

• (c) its use of matched principal trading.

• (2) Any information required under sub-paragraph (1) must be provided to the FCA in the manner which it considers appropriate.

Provision of data reporting services

9I

An exchange providing data reporting services must comply with—

• (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (b) the requirements of Chapter 9 of the Market Conduct sourcebook;

• (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (e) Commission Implementing Regulation (EU) 2017/1110 of 22 June 2017 laying down implementing technical standards with regard to the standard forms, templates and procedures for the authorisation of data reporting services providers and related notifications pursuant to Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments.

Recognition requirements for central securities depositories

5B

Part 7 of the Schedule sets out recognition requirements applying to bodies in respect of which a recognition order has been made under section 290(1)(d) of the Act, or which have applied for such an order under section 288A of the Act.

Method of satisfying recognition requirements

Dealings and transactions not involving investments

Exchanges and clearing houses which do not enter into market contracts

Effect of recognition under the Financial Services Act 1986

Revocation of recognition: action taken before commencement

FCA rules

Reporting of infringements

9J

• (1) The exchange must have in place appropriate procedures for its employees to report actual or potential infringements of the CSD regulation , any EU regulation originally made under the CSD regulation which is assimilated direct legislation, or any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the CSD regulation on or after IP completion day, internally through a specific, independent and autonomous channel.

• (2) The protections set out in points (b), (c) and (d) of Article 65(2) of that regulation (reporting of infringements) must be applied in relation to those procedures.

Reporting of infringements

31A

• (1) The central counterparty must have in place appropriate procedures for its employees to report actual or potential infringements of the CSD regulation , any EU regulation originally made under the CSD regulation which is assimilated direct legislation, or any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the CSD regulation on or after IP completion day, internally through a specific, independent and autonomous channel.

• (2) The protections set out in points (b), (c) and (d) of Article 65(2) of that regulation (reporting of infringements) must be applied in relation to those procedures.

PART 7 — Recognition requirements for Central Securities Depositories

Requirements of the CSD regulation

37

The central securities depository must meet the requirements set out in the CSD regulation , any EU regulation originally made under the CSD regulation which is assimilated direct legislation, or any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the CSD regulation on or after IP completion day.

Access to settlement facilities

38

• (1) The central securities depository must make transparent and non-discriminatory rules, based on objective criteria, governing access to settlement facilities provided by it.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reporting of infringements

39

• (1) The central securities depository must have in place appropriate procedures for its employees to report actual or potential infringements of the CSD regulation , any EU regulation originally made under the CSD regulation which is assimilated direct legislation, or any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the CSD regulation on or after IP completion day, internally through a specific, independent and autonomous channel.

• (2) The protections set out in points (b), (c) and (d) of Article 65(2) of that regulation (reporting of infringements) must be applied in relation to those procedures.

Investment services and activities

40

• (1) A central securities depository providing investment services and activities in addition to the services explicitly listed in Sections A and B of the Annex to the CSD regulation must comply with—

• (a) provisions of the law of the United Kingdom relied on by the United Kingdom before IP completion day to implement the markets in financial instruments directive, except for Articles 5 to 8, 9(1), (2) and (4) to (6) and 10 to 13 of that directive—

• (i) as those implementing provisions have effect on IP completion day, in the case of rules made by the FCA or the Prudential Regulatory Authority under the Act, and

• (ii) as amended from time to time, in all other cases; and

• (b) the markets in financial instruments regulation, any EU regulation originally made under the markets in financial instruments regulation which is assimilated direct legislation, or any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the markets in financial instruments regulation on or after IP completion day.

• (2) Until 3rd January 2018—

• (a) the reference in sub-paragraph (1)(a) to Articles 5 to 8, 9(1), (2) and (4) to (6) and 10 to 13 of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (recast) is to be read as a reference to Articles 5 to 10b of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, and

• (b) sub-paragraph (1)(b) does not apply.

High message intraday rate

3A

• (1) For the purposes of the definition of “high-frequency algorithmic trading technique” in regulation 3(1), a high message intraday rate consists of the submission on average of either of the following—

• (a) at least 2 messages per second with respect to any single financial instrument traded on a trading venue;

• (b) at least 4 messages per second with respect to all financial instruments traded on a trading venue.

• (2) Paragraphs (3) to (7) have effect for the purposes of the calculation in paragraph (1).

• (3) The following are to be included in the calculation—

• (a) messages concerning financial instruments for which there is a liquid market in accordance with Article 2(1)(17) of the markets in financial instruments regulation;

• (b) messages introduced for the purpose of a market-making strategy that satisfies the criteria in paragraph (4).

• (4) A market-making strategy satisfies the criteria in this paragraph where the strategy—

• (a) is pursued by an investment firm as a member or participant in one or more trading venues when dealing on own account, and

• (b) involves posting firm, simultaneous two-way quotes of comparable size and at competitive prices relating to one or more financial instruments on a single trading venue or across different trading venues, with the result of providing liquidity on a regular and frequent basis to the overall market.

• (5) Messages introduced for the purpose of dealing on own account are to be included in the calculation.

• (6) Messages introduced through trading techniques other than those relying on dealing on own account are to be included in the calculation where the firm’s execution technique is structured in such a way as to avoid the execution taking place on own account.

• (7) For the calculation of a high message intraday rate in relation to direct electronic access providers, messages submitted by their clients with direct electronic access are to be excluded from the calculations.

• (8) In this regulation “dealing on own account” means trading against proprietary capital resulting in the conclusion of transactions in one or more financial instruments.

Recognition requirements for investment exchanges

Recognition requirements for clearing houses which are not central counterparties

Recognition requirements for central counterparties

Recognition requirements for central securities depositories

Method of satisfying recognition requirements

Dealings and transactions not involving investments

Exchanges and clearing houses which do not enter into market contracts

Effect of recognition under the Financial Services Act 1986

Revocation of recognition: action taken before commencement

FCA rules

Significant damage to investors’ interests or orderly functioning of financial markets

7F

• (1) This paragraph applies for the purposes of paragraph 7E(1).

• (2) The following are circumstances in which a suspension or removal from trading of a financial instrument would be likely to cause significant damage to the interests of investors or the orderly functioning of the financial markets—

• (a) where it would create a systemic risk undermining financial stability, such as where the need exists to unwind a dominant market position, or where settlement obligations would not be met in a significant volume;

• (b) where the continuation of trading on the trading venue is necessary to perform critical post-trade risk management functions when—

• (i) as a result of the default of a clearing member there is a need for the liquidation of financial instruments under the default procedures of a central counterparty, and

• (ii) a central counterparty would be exposed to unacceptable risks as a result of an inability to calculate margin requirements;

• (c) where the financial viability of the issuer would be threatened, such as where it is involved in a corporate transaction or capital raising.

• (3) In determining in any other circumstance whether a suspension or removal would be likely to cause significant damage to the interests of investors or the orderly functioning of the financial markets, the exchange must have regard (among other things) to the following—

• (a) the liquidity of the market concerned, taking account of the fact that the consequences of a suspension or removal are likely to be greater where the market is more liquid;

• (b) the nature of the suspension or removal where actions with a sustained or lasting impact on the ability of investors to trade a financial instrument on trading venues, such as removals, are likely to have a greater impact on investors than other actions;

• (c) the knock-on effects of a suspension or removal on sufficiently related derivatives, indices or benchmarks for which the removed or suspended instrument serves as an underlying or constituent;

• (d) the effects of a suspension on the interests of market end-users who are not financial counterparties, such as entities trading in financial instruments to hedge commercial risks.

• (4) In this paragraph—

• “clearing member”, in relation to a central counterparty, means an undertaking which participates in the central counterparty and which is responsible for discharging the financial obligations arising from that participation;

• “financial counterparty” has the meaning given in Article 2(8) of Regulation (EU) 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories;

• “issuer”, in relation to a financial instrument, means the person who issued the instrument.