Terms of Business. 03 March Authorised and regulated by the Financial Conduct Authority

Transcription

1 Terms of Business 03 March 2014 Authorised and regulated by the Financial Conduct Authority

2 Our Particulars The full name of our firm is Winterflood Securities Limited ( Wins ) The address of our registered office is The Atrium Building, Cannon Bridge, 25 Dowgate Hill, London EC4R 2GA. The Company is registered in England and Wales. Registered no Wins is a subsidiary of Close Brothers Group plc. Wins is authorised and regulated by the Financial Conduct Authority ( FCA ), its Firm Reference Number ( FRN ) is Wins Bank Identifier Code is WNTSGB21XXX Status of the Client All Clients Wins shall notify you of your client classification in writing in accordance with FCA rules. We will assume your acceptance of this classification unless, prior to trading, you notify us in writing to the contrary within 14 days of the date of the letter. Any trading activity between our firms, unless we receive written notice to the contrary, will constitute acceptance of these terms and also acceptance of the terms of the Wins Execution policy. US and non EEA Clients US Clients of Wins are limited to SEC Registered Broker/Dealers and US Major Institutional Investors, trading through an FINRA/SEC registered Broker/Dealer. Wins does not provide investment advice to any US Person. By agreeing to these terms you agree that you meet the above client criteria. Non-EEA clients warrant that any transaction entered into with Wins is permissible under their relevant home state legislation. By entering into this agreement the parties agree to inform each other of any event affecting the party s ability to undertake and discharge its obligations. The Service We Provide The Services which we may provide to you are: Execution only dealing services in Equities, Investment Trusts and Fixed Income; Corporate Finance services in respect of Investment Trusts Research in respect of Investment Trusts Trading in the above mentioned instruments is only suitable for investors who understand and are able to bear the risks involved. Such risks could result in investors losing the entire value of their investment. Due Authorisation In circumstances where you are not dealing with Wins as Principal, but acting as agent for another person, you undertake that: you will have full power and capacity to enter into and perform your obligations and that you are expressly authorised by your principal to instruct us in relation to any such transaction. you and/or your principal will be jointly and severally liable to us in respect of all obligations and liabilities pursuant to any such transaction. Charges Wins acting in capacity as a trader may be remunerated by price spread. Further charges, such as commission, are subject to negotiation and agreement. Details of all charges and commissions and are available on request. For the avoidance of doubt, you shall also pay value added tax and any other relevant tax or imposition at the rates applicable from time to time that relate to such fees and charges. We may share fees or charges with a third party and we will notify you of this prior to commencement of trading. 2

3 Conflicts of Interest, and Identification of Conflicts Wins has a Compliance department which is responsible for ensuring that control structures and procedures within Wins are adequate to ensure compliance with all relevant laws, regulations, codes and practices relating to its business activities. The department is also responsible for: maintaining and operating effective organisational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interest from giving rise to a material risk of damage to the interests of clients; and establishing, implementing and maintaining an effective written conflicts of interest policy which takes into account any circumstances, of which the firm is, or should be aware of, that give rise to a conflict of interest arising as a result of the structure and business activities of the firm. The types of conflict of interest which may arise include, but are not limited to the following,: If Wins or a relevant person, being an employee or associate of Wins: is likely to make a financial gain or avoid a financial loss, outside the normal course of business, at the expense of the client; has an interest in the outcome of a service provided to the client or of a transaction carried out on behalf of the client, which is distinct from the client s interest in that outcome; has a financial or other incentive to favour the interest of another client or group of clients over the interests of the client; carries on the same business as the client; or receives or will receive from a person other than the client an inducement in relation to a service provided to the client, in the form of monies, goods or services, other than the standard commission or fee for that service. Specific potential conflicts of interest may arise within Wins relating to corporate finance activities, principal trading, the publication of investment research, personal account dealing and certain private conflicts of interest. Wins is committed to operating in the best interests of our clients and managing conflicts of interest fairly. Where Wins has a material interest or a conflict of interest, we may not knowingly deal or advise unless we have taken reasonable steps to ensure fair treatment for our clients. The following companies associated with us are engaged in areas of investment business: Close Brothers Group plc and its subsidiaries. These companies, although associated with us, operate independently of us. Any agreement, including this agreement, entered into with either us or one of our associated companies does not affect the other associated companies unless expressly stated in the agreement. Aggregation of Orders In exceptional circumstances it may be necessary to combine your order with our own orders, orders of associated companies and persons connected with us and orders of other clients. Combining your orders with those of the other clients (not connected with us) may result in your obtaining on some occasions a more favourable price, and on others a less favourable price, than if this order had been executed separately. Stabilisation Stabilisation is a price supporting process that very often takes place in the context of new issues, including rights issues. The effects of the stabilisation can be to make the market price of the new issue temporarily higher than it would otherwise be. Stabilisation can also affect the market price of investments of the same class which are already in issue and of other investments whose price affects the price of the new issue. For example, if a company has announced a rights issue, stabilisation may cause the market price of its shares which are already in issue to be temporarily higher than it would otherwise be; and the same may apply if the company has announced an issue of convertible loan stock or of eurobonds with warrants to subscribe for its shares. 3

4 The fact that there have been dealings in an investment in which stabilisation may be taking place does not necessarily mean that investors are interested in buying that investment or in buying it at the level at which those dealings have taken place. There are limits on the price at which shares, warrants or depository receipts may be stabilised but the limits do not apply where loan stock or bonds are being stabilised. Unless you notify us to the contrary, we shall assume that we may recommend, or execute orders in investments whose market price may be affected by stabilisation. Client Money We normally settle transactions on a delivery versus payment basis, in consequence we will not normally hold your money. If in the event we do hold your money which is defined as Client Money in accordance with the FCA regulations: Wins will treat any money held by us on your behalf as Client money in accordance with the FCA s client money rules. Wins will promptly place any client money received into an account opened at an approved bank. No interest will be paid on client money balances. You agree that Wins may cease to treat your money as client money, and, accordingly, release it from our client bank accounts if there has been no movement on your balance for a period of at least six years (not withstanding any payments or receipts of charges, interest or similar items) and Wins has taken reasonable steps to trace you and return the balance. Such money will, however, remain owing to you and Wins will make and retain records of all balances released from client bank accounts and will undertake to make good any valid claims against any released balances. Custody of Investments Wins will not hold or receive any assets belonging to you which are eligible to be treated as client assets. Settlement All business transacted between us will be carried out in accordance with the standard settlement practices of the relevant exchanges of which we are a member, and for OTC trading, the standard settlement practices of the relevant home market, if applicable, unless agreed otherwise. Wins may offset any payment amounts due to you against any payments due to Wins. Interest In the event of default of payment of any sum due by you, interest may accrue on the sum due until payment is made. Such interest shall be calculated at the rate of 2% per annum above base rate of the bank at which we maintain our principal securities account. Right to Retain Funds We reserve the right to set-off any monies owing to us for greater than 7 days against monies which are due to you. If you fail to make payment to us on the due date, we shall, after notifying you and at our discretion, have power to sell or realise any investment which we hold, or have agreed to purchase for you. If you fail to deliver to us investments or documents of title hereto by the due date we shall, after notifying you and at our discretion, have power to purchase investments at your expense to make good your default. Trade Confirmations/Contract Notes If you are classified as a Professional client, you agree to provide Wins with a contact address (either , fax or postal) which will act as your recipient for any Contract notes we may be required to deliver to you. Trade Reporting In all circumstances, Wins will submit a Trade Report to the relevant execution venue in respect of any transaction. For details of our chosen execution venues, please see appendix 1 (Execution procedures). 4

5 Article 28 of MiFID imposes an obligation on investment firms to publish, as close to real time as possible, details about transactions in shares admitted to trading on a regulated market, but which are transacted outside a regulated market. In the absence of an agreement between the firms, Commission Regulation (EC) 1287/2006 (the MiFID Implementing Regulation ) sets out the mechanism for determining which firm shall make the report. Where this obligation arises, we confirm that you may rely upon Wins to undertake such reporting. Transaction Reporting Article 25 of MiFID requires investment firms to make reports on executed transactions in any MiFID instruments admitted to trading on a regulated market. The FCA has added more instruments, set out in SUP17, for which investment firms are required to report executed transactions. FCA rule SUP17.2.1R permits firms to rely upon third parties to fulfil the transaction reporting obligation. FCA goes further to provide guidance, in SUP17.2.2G and in TRUP7, permitting discretionary investment managers to rely on their brokers to undertake transaction reporting, subject to the investment manager having reasonable grounds to believe that the broker will fulfil the obligation. For users of electronic trade confirmation systems such as Oasys, you warrant to provide Wins with details of any relevant trade allocations within 24 hours, in order for Wins to transaction report to the FCA within the required timescale. To enable you to have reasonable grounds to be satisfied that we will, in respect of a transaction, make the transaction report to the FCA (or to another competent authority), we warrant to you that we are authorised and regulated by the FCA, and that we will remain so regulated for the future. Should we cease to be regulated by the FCA, we will notify you prior to our change in regulatory status. Order Types Wins accepts Requests for Quote and Care Orders (e.g. good til cancelled, fill or kill, or good for the day). For details regarding the treatment of the above order types in respect of Best Execution, please refer to our Execution procedures in Appendix 1. We confirm that all orders will be treated in accordance with the FCA s Client Order Handling rules. Please note that all orders routed directly by a client to a market maker via the telephone will be treated as Request for Quote orders unless the client requests otherwise at the time of dealing. Any amendments to an existing care order may result in the order being classed as a new order. Limit Order Display Article 22(2) of MiFID sets out the order handling conditions applying to limit orders in shares admitted to trading on a regulated market. In the event that you place such a client limit order with us which is not immediately executed, we hereby expressly request that you give us permission not to make the unexecuted order, or any part of it, public. We require you to complete the form contained in Appendix 3 to give this consent. Complaints Claims contesting the terms of a transaction must reach Wins within 48 hours of confirmation of the order. Failure to do so will result in Wins deeming the transaction under agreement by all parties. Any further complaints should be addressed to the Compliance Officer. Data Protection We are a Data Controller within the meaning of the Data Protection Act 1998 and may share information relating to you (including personal data as defined) within Close Brothers Group or in order to satisfy any contractual, regulatory or statutory requirement. Telephone calls and electronic messages are recorded and by entering into these Terms of Business the parties are expressly consenting to the recording. 5

6 Changes These Terms are in addition to any Terms that you may send to us. In the event of any variance with your Terms, the Terms set out in this document should be treated as prevailing. We require you to acknowledge your acceptance of the Terms set out in this document. Failing an explicit acknowledgement, we will treat your continuing to place orders with us as acceptance of these terms. We may amend these arrangements by sending you a written notice describing the relevant changes. Such changes will generally become effective one week from the date specified in the notice. You may also make amendments to these terms. However any amendment which you wish to make will only become effective when we receive written notification from you setting out the amendment concerned, and we agree to such amendment. No amendment will affect any outstanding order or transaction or any legal rights or obligations that may already have arisen. Termination You are entitled to terminate these arrangements by giving us written notice, as may Wins by giving you immediate written notice. No penalty will become due from you or Wins in respect of the termination of these arrangements. If these arrangements are terminated, that will not affect any outstanding order or transaction or any legal rights or obligations that may already have arisen. Governing Law The Law of England and Wales governs this document. 6

7 Appendix 1 Execution Procedures Application These procedures apply to the execution of trades in UK fully listed securities and Aim stocks, European and US shares (both where they are admitted to trading on an EU Regulated market or MTF and where they are not), and Fixed Income instruments. The following table summarises the key issues which will govern our trading relationship, organised by Counterparty type below: Issue Professional Client Eligible Counterparty ( ECP ) Best Execution No Yes Request For Quote Orders executed on client s behalf See below for details No Does not apply to an ECP as it is a MiFID Article 19 provision. Client Money Protection Yes Yes Under MiFID, client money protection is offered to all clients. Trade Confirmations (contract notes) Yes No Does not apply to an ECP as it is a MiFID Article 19 provision. Client Order Handling Yes No Does not apply to an ECP as it is a MiFID Article 19 provision. Best Execution Policy Application The policy applies for those clients who have been classified as Professional clients. More specifically, it only applies where Wins receives an order from a Professional client to execute on their behalf; The policy does not apply where a Professional client requests a quote either electronically or by telephone, or where we provide you with a quote on a continuous quoting basis; The policy does not apply to Eligible Counterparties for any type of business; The policy does not apply to Fixed Income business, which is classified as request for quote business. For all transactions, we will reference our house price. Our respective Responsibilities in Respect of Best Execution under MiFID Where a client places an order and Wins has discretion over certain aspects of the execution then Wins will owe a duty of Best Execution on that order. Where a client deals with Wins on the basis of a quote then the client will have full discretion over its execution and hence Wins will not be executing an order on the client s behalf, therefore the requirements of Best Execution will not apply. When executing orders on a client s behalf, Wins is required to meet a number of Best Execution requirements:- To establish, as part of their process, an execution policy which identifies the chosen venues and the factors involved in choosing them; To review the process for compliance; 7

8 To monitor the effectiveness of the process; To disclose appropriate information to clients about the process; To gain clients consent to the policy. (If executing outside of a regulated market or MTF this would require express consent). To notify clients to material changes in its policy; and Upon request, demonstrate that it has executed transactions in compliance with its execution policy. Specifically, Wins will take account of the following when executing the relevant order: Nature of the Client Nature of the Order Instruments Market Impact Quality of Execution Venue Client Instructions Detail Whether the client is an Eligible Counterparty or Professional Client, the nature of the execution services required by the client and any other characteristics or factors relevant to their relationship with Wins including, for example, frequency of trading and the provision of any value added services that are linked to the execution of the transaction. The size of the order, the types of instruments being traded, the settlement mechanics and any other order characteristics relevant to determining how the order should be executed. All Orders will be executed on a prompt, fair and expeditious basis. The degree of liquidity and the fact that different factors will be relevant to different instruments depending on their nature, characteristics and how they are traded The Obligation for Wins to take into account any impact that the order may have on the relevant market(s). Which includes aspects such as the speed and likelihood of execution and the availability and incidence of price improvement The price offered by the venue, the amount of any commissions and any other charges that are passed through to the client, the ability of the venue to manage complex orders, including the sophistication of its systems, the speed of execution, the creditworthiness of the venue, whether it has reliable settlement and clearing facilities, the quality of applicable regulation and any other venue characteristics relevant to the execution of the order. 08 The Obligation is specifically subject to the nature and specificity of client orders i.e. specific client instructions will be followed, and will take precedence over this execution policy In respect of the different instrument types: UK Equities For orders in UK equities where: there is sufficient depth on the relevant exchange order book; or the market maker quote size in the relevant market is sufficient Wins will either reference the volume weighted average price ( VWAP ) of the relevant security available on the order book at the time or in a quote driven market Wins will reference the order s price and size to the Wins published quotes on the relevant execution venues. In the event of an existence of a backwardation on the market, Wins will reference its house price. Where orders involve elements of non standard settlement, these will be reflected accordingly. For a list of relevant execution venues, please refer to the table below. For orders above the stated sizes, Wins will use due skill and care to execute the order in the best interests of the client. 8

9 European and US Equities For orders in respect of European equities, Wins will reference its price to the home market price. Where orders involve elements such as home market or non standard settlement, and/or foreign exchange, these elements will be reflected accordingly. For orders in respect of US equities, Wins will reference its price to the home market price where possible. Where orders involve elements such as home market or non standard settlement, and/or foreign exchange, these elements will be reflected accordingly. Please note that dependent upon the time that the order is placed with Wins, there may not be a home market price to reference to. Such periods will be classed as out of hours trading. In this situation, the price given will be Wins house price. The following table shows the execution factors to be considered, and how these may be considered as part of the decision making process in the context of the detail above. Their importance will vary depending on the characteristics of the order received from the client. When achieving Best Execution, unless otherwise specifically instructed, Wins will use price as the primary measure for achieving this result. Execution Factor Price Nature Size Speed Cost Other Relevant Considerations Settlement Likelihood of Executions Detail Price will be determined with reference to the execution venues to which Wins connects and on which the security is traded. See list of execution venues below. Consideration will need to be given to the liquidity of the stock on the order book at the relevant time. Execution may be heavily influenced by the level of on vs. off order book trading patterns in the stock. These factors plus the size of the order will determine the appropriate execution method whether this is the working of an order into the market place using VWAP as the benchmark or immediate execution by Wins making an outright bid/offer price, for example. As per nature of the trade, the size of the trade in relation to the liquidity of the stock may have significant influence on the Best Execution process. The importance of speed of transaction will vary. For example to reduce the costs associated with market impact an order might be worked over a day or more. Wins will incur the exchange trading fees and will not pass them on. Any relevant Commission rates will have been agreed with the client in advance. Considerations may include the impact of size of order execution on market share price or market conditions and liquidity at the time of execution Flexible settlement via CREST. Likelihood of execution is very high due to the liquidity Wins can provide. Specific Instructions Where a client provides a specific instruction with regard to the execution of an order Wins will be obliged to observe that instruction. Where the instruction conflicts with the general provisions of this execution policy the instruction will overrule such provisions and may result in a different execution outcome. 9

10 Execution Venues Wins will use the following execution venues for the following types of stock:- Stock Type UK Listed shares Aim shares EU Liquid shares (Regulated market) EU Non-Liquid shares (Regulated market) EU Non Regulated market US Shares Fixed Income Execution Venue London Stock Exchange and ISDX markets London Stock Exchange and ISDX markets London Stock Exchange and ISDX markets London Stock Exchange and ISDX markets OTC OTC OTC These venues have been selected on the basis that they provide the maximum pre and post trade transparency for our clients. Wins will review this execution policy (specifically the execution venues) annually, and notify you of any major changes. Policy Consent Where a client trades with Wins having received a copy of this policy, that trading will constitute consent to the content of the execution policy. While it is Wins intention to always trade on an exchange, in certain circumstances it may be in the client s best interests to trade away from a regulated market or MTF. To allow this Wins require the client s express consent to trade in this way. A consent statement is included as part of the general terms and conditions consent form. Consent provided in relation to either of the above two paragraphs will be a general consent and will cover all trading going forward between Wins and the client. 10

11 Appenidx 2 Instrument and risk warning Designated Investments Wins primarily deals in securities including:- Equities Commonly referred to as shares, these instruments represent a share in the capital of a company (including investment trusts). Shares may or may not entitle a shareholder to vote on matters regarding the company s management. Shares may or may not entitle the shareholder to receive a dividend or other payment from the firm from time to time. Where a share carries such entitlement there is no guarantee that any divided will be paid. If the company fails then the shareholder may lose their entire investment. The market value of shares will fluctuate and may go down as well as up. This may be company specific or common across a market segment or the whole market. Debt Instruments i.e. Gilts and Corporate Bonds Negotiable debt instruments are issued by public and corporate bodies respectively as a means of raising capital. These instruments have a fixed face value (par) which will be paid to the holder at maturity, by means of annual payments or at different rates determined by drawing lots. These instruments will pay an income in the form of a coupon which represents a percentage return on the par value. Coupon values may be fixed or index linked. Fixed coupons offer certainty of income, but may fail to keep pace with inflation The price of debt instruments are inversely related to bank interest rates. The coupons may themselves be tradable in the form of strips. If the issuer of the debt instrument defaults then the holder may not receive coupon payments to which they are entitled and may not be able to redeem the instrument for its par value. Although the par value is fixed, the market value of shares will fluctuate and may go down as well as up. This may happen due to, inter alia, changes in banking interest rates and the credit rating of the issuer. Debt instruments may trade in specific lot sizes i.e. it may only be possible to buy certain debt instruments in lots of 100. The issuer of the bond may include a provision allowing early redemption of the instrument. Such redemption may result in a change in expected yield. Additional risks may be associated with certain types of bond, in these cases you are advised to seek specific investigations in relation to the risks, such instruments include; floating rate bonds, reverse floating rate bonds, zero coupon bonds, foreign currency bonds, convertible bonds, reverse convertible notes, indexed bonds, and subordinated bonds. Appendix 3 Consent General Consent Terms and Conditions We hereby agree to Wins Terms and Conditions as contained in this document. 11

12 Specific Consents Limit Order Display In the event that we place a client limit order with you which is not immediately executed, we hereby expressly give you permission not to make the unexecuted order, or any part of it, public. Trading Away from a Regulated Market of MTF We hereby give express consent to Wins executing our business away from a Regulated Market or MTF. Please delete any of the above statements as appropriate and sign below. Responses should be addressed to: Compliance, Winterflood Securities Limited, The Atrium Building, Cannon Bridge, 25 Dowgate Hill, London, EC4R 2GA. Company Name Signatory Signature Position Date 12