Regulation (EU) 2015/2365 of the European Parliament and of the CouncilShow full title

Article 3 U.K. Definitions

For purposes of this Regulation, the following definitions apply:

(1)

‘trade repository’ means a legal person that centrally collects and maintains the records of SFTs;

(2)

‘counterparties’ means financial counterparties and non-financial counterparties;

(3)

‘financial counterparty’ means:

(a)

[F1 an investment firm within the meaning given in Article 2(1A) of MIFIR which:

(i)

has its registered office or head office in the United Kingdom;

(ii)

has permission under Part 4A of the FSMA to carry on regulated activities relating to investment services and activities (as defined in Article 2(1)(2) of the MIFIR) in the United Kingdom;

(iii)

would require authorisation under Directive 2014/65/EU (as it had effect immediately before IP completion day) if it had its registered office (or if it does not have a registered office, its head offices) in an EEA state; and

(iv)

is not a firm which has permission under Part 4A of the FSMA to carry on regulated activities as an exempt investment firm, within the meaning of regulation 8 of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017;

(b)

a credit institution which is a CRR firm (within the definition in Article 4(1)(2A) of the Capital Requirements Regulation);

(c)

an insurance undertaking or a reinsurance undertaking;

(d)

a UK UCITS (within the definition in section 237(3) of the FSMA) and, where relevant, its management company (within the definition in section 237(2) of the FSMA);

(e)

an occupational pension scheme within the meaning of section 1(1) of the Pension Schemes Act 1993;

(f)

an AIF managed by AIFMs (within the definition in regulation 4 of the Alternative Investment Fund Managers Regulations 2013) authorised or registered in accordance with those Regulations;

(g)

a CCP authorised in accordance with Regulation (EU) No 648/2012 as it forms part of [F2 assimilated] law;]

(h)

[F3 a central securities depository authorised in accordance with Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories;]

(i)

a third-country entity which would require authorisation or registration in accordance with the legislative acts referred to in points (a) to (h) if it were established in the [F4 United Kingdom];

(4)

‘non-financial counterparty’ means an undertaking established in the [F4 United Kingdom] or in a third country other than the entities referred to in point (3);

(5)

‘established’ means:

(a)

if the counterparty is a natural person, where it has its head office;

(b)

if the counterparty is a legal person, where it has its registered office;

(c)

if the counterparty has, under its national law, no registered office, where it has its head office;

(6)

‘branch’ means a place of business other than the head office which is part of a counterparty and which has no legal personality;

(7)

‘securities or commodities lending’ or ‘securities or commodities borrowing’ means a transaction by which a counterparty transfers securities or commodities subject to a commitment that the borrower will return equivalent securities or commodities on a future date or when requested to do so by the transferor, that transaction being considered as securities or commodities lending for the counterparty transferring the securities or commodities and being considered as securities or commodities borrowing for the counterparty to which they are transferred;

(8)

‘buy-sell back transaction’ or ‘sell-buy back transaction’ means a transaction by which a counterparty buys or sells securities, commodities, or guaranteed rights relating to title to securities or commodities, agreeing, respectively, to sell or to buy back securities, commodities or such guaranteed rights of the same description at a specified price on a future date, that transaction being a buy-sell back transaction for the counterparty buying the securities, commodities or guaranteed rights, and a sell-buy back transaction for the counterparty selling them, such buy-sell back transaction or sell-buy back transaction not being governed by a repurchase agreement or by a reverse-repurchase agreement within the meaning of point (9);

(9)

‘repurchase transaction’ means a transaction governed by an agreement by which a counterparty transfers securities, commodities, or guaranteed rights relating to title to securities or commodities where that guarantee is issued by a recognised exchange which holds the rights to the securities or commodities and the agreement does not allow a counterparty to transfer or pledge a particular security or commodity to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities or commodities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities or commodities and a reverse repurchase agreement for the counterparty buying them;

(10)

‘margin lending transaction’ means a transaction in which a counterparty extends credit in connection with the purchase, sale, carrying or trading of securities, but not including other loans that are secured by collateral in the form of securities;

(11)

‘securities financing transaction’ or ‘SFT’ means:

(a)

a repurchase transaction;

(b)

securities or commodities lending and securities or commodities borrowing;

(c)

a buy-sell back transaction or sell-buy back transaction;

(d)

a margin lending transaction;

(12)

‘reuse’ means the use by a receiving counterparty, in its own name and on its own account or on the account of another counterparty, including any natural person, of financial instruments received under a collateral arrangement, such use comprising transfer of title or exercise of a right of use in accordance with [F5 regulation 16 of the Financial Collateral Arrangements (No.2) Regulations 2003] but not including the liquidation of a financial instrument in the event of default of the providing counterparty;

(13)

‘title transfer collateral arrangement’ means a title transfer financial collateral arrangement as defined in [F6 regulation 3 of the Financial Collateral Arrangements (No.2) Regulations 2003] concluded between counterparties to secure any obligation;

(14)

‘security collateral arrangement’ means a security financial collateral arrangement as defined in [F7 regulation 3 of the Financial Collateral Arrangements (No.2) Regulations 2003] concluded between counterparties to secure any obligation;

(15)

‘collateral arrangement’ means a title transfer collateral arrangement and security collateral arrangement;

(16)

‘financial instrument’ means a financial instrument as defined in [F8 regulation 2(1) of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017/701];

(17)

‘commodity’ means a commodity as defined in point (1) of Article 2 of Commission Regulation (EC) No 1287/2006(1);

(18)

‘total return swap’ means a derivative contract as defined in point (7) of Article 2 of Regulation (EU) No 648/2012 in which one counterparty transfers the total economic performance, including income from interest and fees, gains and losses from price movements, and credit losses, of a reference obligation to another counterparty;

(19)

[F9 “AIF” has the meaning given in the definition in regulation 3 of the Alternative Investment Fund Managers Regulations 2013;

(20)

“Capital Requirements Regulation” means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) 648/2012;

(21)

“CCP” has the meaning given in Article 2(1) of Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories;

(22)

“CRR firm” has the meaning given in Article 4.1(2A) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26th June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012;

(23)

“FCA” means the Financial Conduct Authority;

(24)

“the FSMA” means the Financial Services and Markets Act 2000;

(25)

“insurance undertaking” and “reinsurance undertaking” have the meanings given in section 417(1) of the FSMA;

(26)

“investment firm” has the meaning given in Article 2(1A) of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012;

(27)

“management company” and “the operator” have the meanings given in section 237(2) of the FSMA;

(28)

“MIFIR” means Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) 648/2012;

(29)

“open ended investment company” has the meaning given by section 236 of the FSMA;

(30)

any reference in this Regulation to a sourcebook is to a sourcebook in the Handbook of Rules and Guidance published by the FCA under FSMA as in force on IP completion day;

(31)

“UCITS” has the meaning given in section 236A of the FSMA;

(32)

“UK law in relation to collective investment undertakings” means the law of any part of the United Kingdom which was relied on by the United Kingdom immediately before IP completion day to implement Directives 2009/65/EC and 2011/61/EU.]

Textual Amendments

F1 Art. 3(3)(a)-(g) substituted for Art. 3(3)(a)-(h) (31.12.2020) by The Transparency of Securities Financing Transactions and of Reuse (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/542), regs. 1, 7(a) (with savings in S.I. 2019/680, reg. 11) (as amended by: S.I. 2020/646, regs. 1(2)(c), 8; S.I. 2020/1301, regs. 1, 3, Sch. para. 30(a); and S.I. 2020/1385, regs. 1(4), 56(2)); 2020 c. 1, Sch. 5 para. 1(1)

F2 Word in Art. 3(3) substituted (27.2.2025) by The Retained EU Law (Revocation and Reform) Act 2023 (Consequential Amendments) Regulations 2025 (S.I. 2025/82), reg. 1(2), Sch. 9 para. 41

F3 Art. 3(3)(h) inserted (31.12.2020) by The Securities Financing Transactions, Securitisation and Miscellaneous Amendments (EU Exit) Regulations 2020 (S.I. 2020/1385), regs. 1(3), 75

F4 Words in Arts. 2-20 substituted (31.12.2020) by The Transparency of Securities Financing Transactions and of Reuse (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/542), regs. 1, 5(1)(3) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)

F5 Words in Art. 3(12) substituted (31.12.2020) by The Transparency of Securities Financing Transactions and of Reuse (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/542), regs. 1, 7(b) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)

F6 Words in Art. 3(13) substituted (31.12.2020) by The Transparency of Securities Financing Transactions and of Reuse (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/542), regs. 1, 7(c) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)

F7 Words in Art. 3(14) substituted (31.12.2020) by The Transparency of Securities Financing Transactions and of Reuse (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/542), regs. 1, 7(d) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)

F8 Words in Art. 3(16) substituted (31.12.2020) by The Transparency of Securities Financing Transactions and of Reuse (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/542), regs. 1, 7(e) (with savings in S.I. 2019/680, reg. 11); 2020 c. 1, Sch. 5 para. 1(1)

F9 Art. 3(19)-(32) inserted (31.12.2020) by The Transparency of Securities Financing Transactions and of Reuse (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/542), regs. 1, 7(f) (with savings in S.I. 2019/680, reg. 11) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 30(f)); 2020 c. 1, Sch. 5 para. 1(1)

(1)

Commission Regulation (EC) No 1287/2006 of 10 August 2006 implementing Directive 2004/39/EC of the European Parliament and of the Council as regards recordkeeping obligations for investment firms, transaction reporting, market transparency, admission of financial instruments to trading, and defined terms for the purposes of that Directive (OJ L 241, 2.9.2006, p. 1).