CHAPTER IU.K.DETERMINING LIQUID MARKETS FOR EQUITY INSTRUMENTS

Article 1U.K.Determining liquid markets for shares(Article 2(1)(17)(b) of Regulation (EU) No 600/2014)

1.For the purposes of Article 2(1)(17)(b) of Regulation (EU) No 600/2014, a share that is traded daily shall be considered to have a liquid market where all of the following conditions are satisfied:

(a)the free float of the share is:

(i)

not less than EUR 100 million for shares admitted to trading on a regulated market;

(ii)

not less than EUR 200 million for shares that are only traded on MTFs;

(b)the average daily number of transactions in the share is not less than 250;

(c)the average daily turnover for the share is not less than EUR 1 million.

2.For the purposes of paragraph 1(a), the free float of a share shall be calculated by multiplying the number of outstanding shares by the price per share, excluding individual holdings in that share that exceed 5 % of the total voting rights of the issuer, unless those holdings are held by a collective investment undertaking or a pension fund. Voting rights shall be calculated by reference to the total number of shares to which voting rights are attached, regardless of whether the exercise of the voting right is suspended.

3.For the purposes of paragraph 1(a)(ii), where no actual information is available in accordance with paragraph 2, the free float of a share that is only traded on MTFs shall be calculated by multiplying the number of outstanding shares by the price per share.

4.For the purposes of paragraph 1(c), the daily turnover of a share shall be calculated by aggregating the results of multiplying, for each transaction executed during a trading day, the number of shares exchanged between the buyer and the seller by the price per share.

5.During the six-week period commencing on the first trading day following the first admission of a share to trading on a regulated market or an MTF, that share shall be considered to have a liquid market for the purposes of Article 2(1)(17)(b) of Regulation (EU) No 600/2014 where the sum obtained by multiplying the number of outstanding shares by the price at which the share stands at the start of the first trading day is estimated to be not less than EUR 200 million, and, where, according to estimated data for that period, the conditions set out in paragraph 1(b) and (c) are fulfilled.

6.Where fewer than five shares traded on [F1UK trading venues] and first admitted to trading in [F2the United Kingdom] are considered to have a liquid market in accordance with paragraph 1, [F3the FCA] may designate one or more share first admitted to trading on those trading venues as share considered to have a liquid market, provided that the total number of shares first admitted to trading in [F2the United Kingdom] and considered to have a liquid market does not exceed five.

Textual Amendments