“Acceptance” means when an Applicant has been reviewed and confirmed by the Firm to be a suitable Applicant
"Applicable Law" means all applicable laws, regulations and regulatory requirements (including any guidance, orders, or other technical updates) for which Participant is governed by, and or subject to.
“Applicant” means a Firm applying to become Participant of the MTF.
“Approval” means when an Applicant has been confirmed by the Firm to be an Authorised User.
“Assets” or “Client assets” means assets of any type held or received for or from a Participant.
“Authorised User” means employees or agents (of Participants) who are authorised by the Participant to access or use the Platform on Participant’s behalf.
“Bid” means when a borrower sends an offer to lender indicating shares and rate of a particular security
"Bilateral Agreement" means an existing contractual relationship (such as a securities loan agreement) between Participants of the MTF (and counterparties) with which a Participant wishes to enter into any such Loan, which contractual relationship shall govern the rights and obligations between Participant and such counterparty in connection with such Loan.
“Breach” means a violation or an infraction of the MTF Rulebook or Applicable laws.
“Central Counterparty” or “CCP” means a central organisation that exists in various countries that helps facilitate (Clearing and Settlement) trading.
"Clearing" means the procedure by which an organisation acts as an intermediary and assumes the role of a buyer, or seller for transactions in order to reconcile orders between transacting parties.
“Client Profile Form” means the document completed by Participant during New Client Due Diligence procedures detailing Participants relevant business and regulatory information requested by EquiLend.
"Complaint" means an expression of dissatisfaction for an act, omission or decision of EquiLend, either verbal or written, and whether justified or not, which requires a response and/or redress from EquiLend.
"Counterparties" means a party that participates in a financial transaction.
“Data quality” means the level of the quality of data sent to the MTF.
“Electronic Trading Platform” means trading and operations platform supporting Securities Financing Transactions (including all software and computer and network systems operated by or on behalf of EquiLend).
“Eligible Counterparty” means investment firms, credit institutions, insurance companies, UCITS and their management companies, other regulated financial institutions and in certain cases, other undertaking to which a credit institution or an investment firm provides the services of reception and transmission of orders on behalf of Participants and/or execution of such orders and/or dealing on own account. (FCA COBS handbook 3.6).
“EquiLend” means EquiLend Europe Limited, operator of the MTF.
"ERPA" means an error payload message which is issued by the MTF when non-conforming data is submitted in a Message.
“Error Trade” means an erroneous, or invalid transaction on the MTF, as indicated in the protocol documents.
“FCA” means the Financial Conduct Authority, the financial regulatory body in the United Kingdom.
“Firm” means EquiLend Europe Limited.
“Information” means data, pricing, research and other information made available over the MTF to Participants in relation to instruments admitted to trading on the MTF.
“Insolvency Event” means the occurrence of any of the following circumstances with respect to a Participant: (a) a voluntary arrangement or composition or reconstruction of its debts; (b) the presentation of an administration petition; (c) its winding-up or dissolution; (d) the appointment of a liquidator, trustee, receiver, administrative receiver or similar officer; (e) a voluntary or involuntary petition for a bankruptcy order; or (f) any similar action, application or proceeding in any jurisdiction under Applicable Law to which it is subject, provided that in the case of any proceeding instituted against the Participant.
“Instrument” means an eligible Instrument that can be traded on the Platform in accordance with the Instrument Traded Rules.
“Loan” means a contract entered into where lender supplies securities that have been bi-laterally agreed upon.
“MAR” or “Market Conduct Requirement” means the Market Abuse Regulation, whereby section MAR 5 refers to the Firm operating as Multilateral Trading Facilities.
“Matched” means when an Participants Order is allocated against another Participant Order based on the criteria detailed in the Message.
“Market Abuse” means any behaviour that represents: Insider dealing (trading), Improper disclosure, Misuse of Information, Manipulation of transactions, Manipulation of devices, Dissemination, Distortion and misleading information or any other similar prohibited behaviours under the Applicable Law.
"Message" means any electronic order request, response, instruction or similar communication from a Participant into the MTF.
“Money” or “Client money” means money of any currency (whether in the form of cash, cheque, draft or electronic transfer) which the Firm holds or receives for or from a Participant.
“MTF” means the Multilateral Trading Facility provided by EquiLend, for which its Participants use as a means to effect Securities Financing Transactions.
“Non-Disclosure Agreement” means the legal agreement between EquiLend and a Participant outlining the confidentiality obligations of each party.
“Offer” means a show of securities to a borrower from a lender for a particular security at a specific set of trade attributes.
“Order” means the information submitted by Participant to the MTF representing a Bid or Offer. Once accepted by one of the two Counterparties, this will form a binding Transaction.
“Organization Administrator” means the individual assigned by Participant whose responsibilities are defined in the User Agreement, and whom is specified to the Firm on the New Client Profile Form.
“Participate”, “Participation” means for Participant to effect Securities Financing Transactions on the MTF
“Participation Admittance” means to be granted access to for continuous use of the MTF for Participation.
“Participation Criteria” means the qualifying criteria required of Participant to become, and continue to be qualified as, an authorised Participant on the MTF.
“Participant” means a firm / entity authorised by EquiLend to participate on the MTF.
"Platform", or the “MTF” means the electronic trading and operations platform supporting Securities Financing Transactions (including all software and computer and network systems) operated by or on behalf of EquiLend.
“Professional Customers” means a customer who possesses the experience, knowledge and expertise to make its own investment decisions and properly assess the risks that it incurs. In order to be considered a Professional Customer, the client must comply with the criteria set out in FCA COBs handbook 3.5.
“Regulatory Authority” means the regulatory body for which Participant is registered with and approved by, and conducts oversight for its prescribed rules which Participant is subject. The regulatory body that Participant has expressed to EquiLend in both the User Agreement and in the New Client Profile Form, as their regulatory oversight authority and have provided the relevant registration information for.
“Rules” means the rules and provisions set forth in this MTF Rulebook.
“Rulebook” means EquiLend’s most current, and effective MTF Rulebook, maintained by EquiLend and prescribed in accordance with the FCA’s rules and relevant regulation.
“Securities Financing Transaction” means any transaction where securities are used to borrow or lend cash, or cash equivalent, to include repurchase agreement (repos) securities lending activities.
"Settlement Function" means a business process whereby securities or interests in securities are delivered, usually against a payment of money, to fulfil contractual obligations.
“Trading Day” means the time for which the MTF is open, meaning Participants are permitted use of the MTF for its Securities Financing Transaction activities.
“Transactions” means a Loan effected via the MTF to which Participant is a counterparty.
“User Agreement” means the written agreement setting forth the terms and conditions required to be agreed to and signed by EquiLend and each such Participant.
"Users Bilateral Agreement" means Participants pre-existing bilateral agreement in effect with other participants of the MTF.
“User ID” means the password and identification criteria distributed to each Authorised User to act on the MTF on behalf of the Participant.
- 2.1 This MTF Rulebook sets forth the Financial Conduct Authority Handbook, "Market Conduct Requirements" reflecting the FCA Good Practice Observations for the transparent and non-discretionary rules and procedures of EquiLend Europe Limited, a private limited company in the United Kingdom, and MTF operator.
- 2.2 This Rulebook sets forth the Firm's policies and procedures effective to ensure Participants behaviour on the Firm's MTF is consistent with its fair and orderly trading requirements.
- 2.3 EquiLend is an FCA authorised firm permitted to provide certain regulated products and services, and carry on certain regulated activity as indicated by the FCA. Participants are required to read, understand and abide by this Rulebook for permitted access to and continued use of the Firm's MTF product and supporting systems it offers.
- 2.4 These Rules have been established to facilitate the efficient, fair and orderly operation of the MTF, and to satisfy the Firm's FCA related regulatory obligations.
- 2.5 These Rules are applicable to each Participant, including all individuals operating on behalf of Participant, having access to and, or use of the MTF, to include each Authorised User of Participant having access to and, or use of the MTF
- 2.6 These Rules are intended to act as supplement to, and are not to be accepted as superseding, the User Agreement
- 2.7 In any instance whereby there is conflict between the Rulebook, including any supplementary documentation relating to the Rulebook, and the User Agreement, in all cases the terms set forth in the User Agreement shall prevail.
- 2.8 Participants continued use of, including Participation on the MTF will be considered as Participants agreement to abide by these MTF Rulebook Rules.
- 3.1 An Applicant may apply to the Firm to become Participant at any time.
- 3.2 Participation on the MTF is dependent upon Participant;
- - 3.2.1 Agreeing and signing to the terms set forth in the User Agreement,
- - 3.2.2 Continuously satisfying the Participation Criteria,
- - 3.2.3 Agreeing to read, understand, and abide by the MTF Rulebook, and will be considered as doing so upon accessing and using the Platform.
- 3.3 The Firm is permitted to reject Applicant if:
- - 3.3.1 The Applicant fails to agree the terms disclosed in, and sign to the User Agreement
- - 3.3.2 The Applicant fails to satisfy the Participation Criteria
- 3.4 EquiLend may terminate access and use of the MTF to any Participant in accordance with the terms set forth in the User Agreement.
- 3.5 Upon Acceptance, EquiLend will provide to Applicant a User Agreement, and Client Profile Form for review and execution.
- 3.6 Upon execution of the User Agreement and successful on boarding, a Participant can operate immediately on the MTF.
4 Participation Criteria
5 Services and obligation
The Firm will:
- 5.1 Operate an Electronic Trading Platform supporting Securities Financing Transactions.
- 5.2 Provide a service to Participants enabling Securities Financing Transactions to be initiated through the MTF in which Participants will act as lender or borrower of securities to or from another Participant on the MTF.
The Firm will not:
- 5.3 Make any investment recommendations to Participant relating to the MTF, or otherwise.
- 5.4 Hold any Money or Assets on behalf of a Participant.
- 5.5 EquiLend will provide training for the MTF proportionate to the Participants usage needs, such training will include functional and technical training as requested by the Participant
- 5.6 EquiLend will permission an Organization Administrator who will then be given rights to permission User Id's on behalf of a Participant for Authorised Users
- 5.7 Participant must ensure the User ID provided to each Authorised User is kept confidential and used exclusively by the individual that User ID is designated for.
- 5.8 The User ID must detail the individuals full legal name as it would appear on government issued ID.
- 6.1 The fees applicable to a Participants access to the MTF are agreed prior to on boarding.
- 6.2 In accordance with the User Agreement, The Firm will provide Participant with at least 60 calendar days' written notice when amending the fee schedule.
- 6.3 Participant acknowledges and understands their sole responsibility for determining whether any tax liability may arise from the Transactions they may effect through the Platform, and are responsible for applying for any relevant exemption from such taxes to the necessary bodies related to the Applicable Law. Participants are solely liable for the payment of any taxes in relation to their Transactions.
7 Participant obligation
- 7.1 Following Participation Admittance, it is the responsibility of the Participant to ensure the Participant continues to meet its obligations under the Participation Criteria and MTF Rules.
- 7.2 Participants are required to notify the Firm in writing of any material changes to information provided for on the Client Profile Form to their Relationship Management representative as soon as reasonable following detection of such changes.
- 7.3 Participant shall notify the Firm in writing the names of those individuals authorised by the Participant to be Authorised Users of the Platform. Participants are responsible for managing their Authorized Users, and for notifying the Firm of any changes to their Authorised Users on an ongoing continuous basis.
- 7.4 Participant is responsible for all the acts, omissions, conduct and activity of its Authorised Users.
- 7.5 Participant shall ensure its Authorised Users have sufficient training, are adequately supervised and have adequate experience, knowledge and competence to Participate on the MTF in accordance with the Rules.
- 7.6 Participant is required to have internal systems and controls in place to prevent erroneous Transactions, and to ensure ongoing compliance with, and to prevent breaches of Applicable Law.
8 Participant Resignation and Termination
- 8.1 Participant may terminate / resign their Access to the MTF at any time in accordance with the terms set out in the User Agreement.
9 Trading Days
- 9.1 The Firm will operate the MTF for business between Sunday (5pm GMT) to Saturday (5pm GMT).
- 9.2 Trading is not permitted on the MTF outside of the Trading Day.
- 9.3 EquiLend will give Participants suitable email notification of any change, where it has been practical to do so.
10 Trading Rules
- 10.1 Participant is responsible for any Transaction effected through the MTF, including:
- - 10.1.1 Entry into Bilateral Agreements
- - 10.1.2 Order criteria
- - 10.1.3 Clearing, and Settlement
- 10.2 An Authorised User is permitted by a Participant and EquiLend to operate on the MTF in accordance with the provisions of the User Agreements and the Rulebook, Participant shall, subject to the Agreements, have the right to submit Orders in accordance with these Rules.
- 10.3 Each Participant is responsible for the accuracy of the information (including Data Quality) submitted to the MTF.
Trade Cancellations and Trade Errors
- 10.4 The MTF will not intervene, amend or cancel Messages sent by a Participant to the MTF
- 10.5 The MTF will, however, issue a Participant an electronic error payload message ("ERPA") if non-conforming data is submitted in a message.
- 10.6 Participant shall only submit Orders with the intention of entering into a transaction.
- 10.7 For each Order submitted to the MTF, the Participant authorises the MTF to display such Orders on the Platform for execution and therefore, when executed a binding Transaction is formed between Participants.
- 10.8 Any Order submitted to the MTF may be amended or withdrawn prior to being executed on the Platform. Through the messaging function, once the Order has been submitted the Order may not be amended or withdrawn. Via the screens function, once a request has been submitted, the Order may not be amended or withdrawn.
- 10.9 Any Order not Matched at the close of a Trading Day shall be automatically cancelled.
- 10.10 All Participants of the MTF are bound by the FCA rules, or the rules of the applicable Regulatory Authority, in respect to trading conducted on the MTF, in particular Participants are prohibited from conducting any activity which would constitute any form of Market Abuse.
- 10.11 Due to the nature of the MTF, all EquiLend trading services should be considered MTF business. For the avoidance of doubt, Participants should consider all Transactions completed by use of the MTF to be conducted on the MTF, and therefore the MTF Rulebook Rules apply.
11 Instruments traded
- 11.1 The Firm will provide services to Participants only as explicitly permitted by the FCA, a list of such current permissions may be found on the FCA's Financial Services Register public website (https://register.fca.org.uk/) by search of EquiLend Europe Limited in the "Search the Register" field.
- 11.2 The Firm is limited to providing services for the following investment types:
- - 11.2.1 Certificates representing certain securities
- - 11.2.2 Debentures
- - 11.2.3 Government and public securities
- - 11.2.4 Rights to or interests in investments (Securities)
- - 11.2.5 Shares
- - 11.2.6 Warrants
- 11.3 The Firm is permitted to operate an MTF for the following investment types:
- - 11.3.1 Certificates representing certain securities
- - 11.3.2 Debentures
- - 11.3.3 Government and public securities
- - 11.3.4 Rights to or interests in investments (Securities)
- - 11.3.5 Shares
- - 11.3.6 Warrants
- 11.4 The FCA expressly permits The Firm provide services to Participants falling within FCA classification of Eligible Counterparty or Professional Customers.
12 Market Conduct
- 12.1 Participant must not under any circumstances:
- - 12.1.1 Use the MTF to engage in Market Abuse
- - 12.1.2 Engage in Market Abuse in relation to the Instruments traded
- - 12.1.3 Engage in any conduct or activity on the MTF which will harm the integrity of the MTF
- - 12.1.4 Use the MTF to engage in any form of deceptive, manipulative, abusive practices or any other practices prohibited by Applicable Law
- - 12.1.5 Breach or attempt to breach these Rules
13 Participant Suspension and Termination from the access of the MTF
The Firm will:
- 13.1 Terminate Participant access and use of the MTF in accordance with the User Agreement.
- 13.2 Suspend Participant access and use of the MTF in accordance with the User Agreement.
- 13.3 Suspend or terminate Participant access to the MTF if it becomes apparent to the Firm the Participant has Breached Applicable Law.
14 Post Trade Process
Output and Delivery
- 14.1 Authorised Users will be notified by any Order executed on the MTF by electronic confirmation.
- 14.2 The configuration and method of delivery of these messages will depend upon the Participants system setting and method of connectivity to the MTF.
- 14.3 Each Transaction entered into by a Participant shall be settled on Bilateral Agreement basis.
- 14.4 The Firm is not party to any Bilateral Agreement between Participants.
- 14.5 Transactions are effected on a bilateral basis between the relevant Participants, creating rights and obligations between those Participants. The Firm shall not be a party to, or be responsible or liable to a Participant under or in connection with any such Transaction.
- 14.6 Each Participant is responsible for the settlement of all transactions it executes on the MTF.
- 14.7 Each Participant must ensure it has the ability, including legal and regulatory capacity, to settle Transactions executed on the MTF.
- 14.8 The Firm will not connect with any Settlement facilities on behalf of the Participant.
- 14.9 The Firm is not responsible or liable for the Settlement of the Transactions effected by a Participant on the MTF. EquiLend will, however, provide or make available to each Participant the details of each transaction that the Participant effects on the MTF in order to facilitate the prompt settlement of these transactions by that Participant.
- 14.10 Each Participant must ensure that it has the ability, including legal and regulatory capacity to settle such Transactions executed on the MTF.
- 14.11 Each Participant must ensure that every Transaction is settled in accordance with Applicable Law.
- 14.12 Each Participant shall notify the Firm promptly upon becoming aware of a failure by the Participant or any other Participant to settle any Transaction in accordance with Applicable Law and/or good settlement practice, as the case may be.
- 14.13 The Firm may terminate a Participant's rights to use the MTF in the event that it becomes aware a Participant fails consistently and systematically to deliver good settlement practice or otherwise in accordance with Applicable Law.
- 14.14 EquiLend is not responsible for any Clearing functions on behalf of the Participant.
- 14.15 EquiLend will not connect with any Clearing facilities on behalf of the Participant.
- 14.16 All Transactions entered into by Participants on the MTF are cleared by each Participants proprietary clearing arrangements described in Users Bilateral Agreements. Given such arrangements, the order and fairness of trading is determined by the end Participant, and not by the operation of the MTF.
- 14.17 EquiLend is not responsible, or liable for the Clearing of Transactions effected on the MTF.
- 14.18 Where the MTF provides connectivity to a Central Counterparty (CCP) for Clearing, the Participant acknowledges, agrees and accepts to comply to the rules set out by the CCP.
- 14.19 Each Participant shall be solely responsible for any Transaction Reporting and/or filing requirements as may arise under Applicable Law in connection with the use of the MTF.
- 14.20 Each Participant shall be solely responsible for any trade / other reporting and/or filing requirements as may arise under Applicable Law in connection with the use of the MTF.
15 Document Library and Supporting Information
- 15.1 The Firm maintains a closed library of MTF Rulebook supporting documents, which may be provided to Participants upon written request to firstname.lastname@example.org (attn: Compliance Department).
16 Compliance and Legal
- 16.1 A Participant may wish to make a complaint to the Firm regarding:
- - 16.1.1 The Firm's operation of the MTF
- - 16.1.2 The conduct of another Participant using the MTF
- 16.2 Complaint should be made in writing to:
EquiLend Europe Limited
Attn: Chief Compliance Officer
One Canada Square
London E14 5AA
- 16.3 The Firm will conduct an annual a review of the Rulebook to confirm all stipulations are consistent reflecting relevant regulatory and legislative requirements of the Firm and its Participants. Additionally, on an on-going continuous basis, the Firm will amend the Rulebook and its systems as necessary to reflect relevant changes at the time such changes may be identified.
- 16.4 Regulatory updates issued by the Regulatory Authority will form part of the Rules (if relevant and applicable). Such changes will be effective at such time as specified in the relevant notice.
- 16.5 Any modification to the Rulebook effecting material obligations of Participants will be alerted to Participants a minimum of 30 days prior to a revised Rulebook coming to effect and being posted on the EquiLend website, unless communicated otherwise. This communication will be sent by email to the "Compliance Contact" Participant has specified on the Client Profile Form.
- 16.6 All final Rulebook revisions will be reviewed by, at minimum, one management member of the Firm, and will be demonstrated so by their explicit written approval prior to any such revised Rulebook coming to effect and posting to the Firm's publicly accessible website (http://www.equilend.com/multilateral_trading_facility_rulesbook.php).
- 16.7 Participant must notify the Firm immediately (by email to: email@example.com) upon any of the following events:
- - 16.7.1 Participant change of legal entity name, legal status, contact details, or any significant change to the business structure of Participant.
- - 16.7.2 Participant completes any material breach of these Rules.
- - 16.7.3 Participant initiates any Insolvency Event.
- - 16.7.4 Any changes in the Participants ability to meet the Eligibility Criteria.
Co-operation with local Regulatory Authority
- 16.8 The Firm will report to the FCA, or any other relevant Regulatory Authority as soon as practicable following identification any:
- - 16.8.1 Breaches of its rules
- - 16.8.2 Disorderly trading
- - 16.8.3 Conduct that may be considered Market Abuse.
- 16.9 The Firm will provide full assistance to the FCA, or any other relevant Regulatory Authority in connection with any investigation or for any other request it is capable, including providing any relevant information it is has available in connection with any such request.
- 16.10 The Firm monitors for changes in its regulatory related obligations on a continuous and ongoing basis with respect to all aspects of this Rulebook, to include; Participant's Eligibility Criteria, trading and settlements rules, and anti-market abuse rules.
Governing Law and other provisions
- 16.11 This Rulebook shall be governed and interpreted in accordance with the laws of England. The parties consent to the jurisdiction of the courts for England in relation to any legal action or proceeding out of or in connection with these national rules.