EquiLend Europe Limited MTF Rulebook

Effective: 1 SEPTEMBER 2016

Document Version: V. 2

1 Definitions


“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 Introduction


3 Participation


4 Participation Criteria


5 Services and obligation


The Firm will:

6 Fees


7 Participant obligation


8 Participant Resignation and Termination


9 Trading Days


10 Trading Rules


Trading Authorisation


Trade Cancellations and Trade Errors


Orders


Trading Protocol


11 Instruments traded


12 Market Conduct


13 Participant Suspension and Termination from the access of the MTF


The Firm will:

14 Post Trade Process


Output and Delivery


Settlement


Clearing


Transaction Reporting


15 Document Library and Supporting Information


16 Compliance and Legal


Complaints


EquiLend Europe Limited
Attn: Chief Compliance Officer
36th Floor,
One Canada Square
London E14 5AA

Rulebook


Notifications


Co-operation with local Regulatory Authority


Governing Law and other provisions


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