Turning your shares into an M&G investment

Transcription

1 Turning your shares into an M&G investment

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3 Introduction As a shareholder, you will already know the potential advantages of investing in shares. You may also be aware of the disadvantages of holding individual shares directly. A portfolio that is made up of just a few different shares leaves your investment exposed to a greater degree of risk; it is more expensive to buy and sell and does not provide you with the extensive research capabilities that can be provided by an investment management company like M&G. The Scheme offers you an easy way to turn your shares or gilts (government bonds) into an investment in M&G s fund range either directly or through an ISA so you can enjoy all the advantages of a pooled investment. The value of investments will fluctuate, which will cause fund prices to fall as well as rise and you may not get back the original amount you invested. For more information on our range of funds, please contact our Share Exchange Helpline on or talk to your financial adviser. You should also read the relevant Prospectus, Key Investor Information Documents, and Important Information for Investors document before applying, as this will provide you with important information about your chosen investment. 3

4 Your investment options Charities If you are a charity wishing to exchange shares or gilts there are three core funds available for investment: Charifund Any charity registered in the UK can invest in Charifund, a unique unit trust which is registered as a charity. This means that investors in Charifund are able to obtain the benefits of an investment in a unit trust, whilst being able to receive distributions with no further tax liability. The units are a suitable investment for the equity or share portion of a charity s investment portfolio. The fund aims to provide a high and growing income for charities, while at the same time protecting their capital from the erosive effects of inflation. Charibond Any charity registered in the UK allowed to invest in common investment funds can invest in Charibond. The shares are a suitable investment for the fixed interest portion of a charity s investment portfolio. The fund aims to provide charities with an actively managed fixed interest fund investing in deposits, gilts and other sterling denominated fixed interest securities, while preserving capital values. NAACIF The fund is designed to provide Almshouses with a high income, while at the same time protecting their capital from the erosive effects of inflation over a ten-year period. It is open only to Almshouse charities registered in the UK who are allowed to invest in common investment funds. NAACIF currently invests in Charifund, Charibond, and the M&G Global Dividend Fund. Charities may also invest proceeds in M&G s wider range of Open-Ended Investment Company (OEIC) funds. For further information please contact our dedicated M&G Charities Team below: Richard Macey Direct line: James Potter Direct line: richard.macey@mandg.co.uk james.potter@mandg.co.uk charities@mandg.co.uk The value of investments will fluctuate, which will cause fund prices to fall as well as rise and a charity may not get back the original amount it invested. 4

5 Private investors If you are a private investor wishing to exchange your current shares, we offer three types of investment: The M&G OEIC, The M&G ISA and The M&G Savings Plan. The M&G OEIC Open-Ended Investment Companies (OEICs) are a great way to give small investors the power of the big players. They are also a good way for you to offset some of the risks involved when investing in the stockmarket. By investing in The M&G OEIC, you benefit from your money being pooled with other holders to create a sizeable fund. Due to our size, we can buy and sell shares in your investment at a very low cost. We invest on your behalf in a broad spread of investments, which gives you access to a wide range of opportunities and helps you avoid the risks associated with concentrating your money in any one company. You will also benefit from capital gains tax (CGT) advantages, as authorised OEICs are not liable to CGT on gains arising from sales of assets within their own portfolio of investments. You can invest as much as you like in your OEIC there is no upper limit. The M&G ISA An Individual Savings Account (ISA) is simply a taxefficient product which is wrapped around your underlying investments. They are still one of the most popular ways to protect your investment from further income and capital gains tax. You can convert your shares via the Scheme into The M&G ISA. Please note that The M&G ISA is a Stocks and Shares ISA. Due to our focus on long term investing, The M&G ISA is not a Flexible ISA. ISA tax rules may change in the future and ISA tax advantages depend on your individual circumstances. The M&G Savings Plan If you invest regular monthly amounts, you can build up a substantial investment over the medium to long term. By investing each month, you can smooth out the ups and downs of the market. You can invest from as little as 10 per month in The M&G Savings Plan and there is no overall investment limit. The value of investments will fluctuate, which will cause fund prices to fall as well as rise and you may not get back the original amount you invested. 5

6 Your questions, our answers What are the investment limits? Under the Scheme, you will need to invest at least 1,000 in an M&G OEIC, ISA, Savings Plan or charity fund. Please see the Important Information for Investors document for the current ISA allowance. How does the Scheme work? M&G will arrange for your shares to be sold through a stockbroker and the stockbroker s commission will be paid by you. The commission is deducted from your proceeds before reinvestment. The shares are normally sold the same day we receive your certificates providing the stockmarket is open. The net proceeds will be reinvested in your chosen M&G fund(s) on the day settlement is received (usually three days after the sale). This means that you will be out of the market until we receive settlement for your sale. CREST Transfer Form(s) will be required for this transaction and can be found at the back of this brochure. Please note that a separate CREST Transfer Form needs to be filled out for each type of share you are selling. Please use a separate form for each different company s shares you wish to sell, with a maximum of 20 certificates for each form. We will arrange for the sale of sufficient shares to raise your requested investment amount or any outstanding investment allowance, whichever is the lower. Any small amounts of money raised by the sale but not reinvested for you will be returned to you. For example, if you want to invest the maximum amount in an ISA and the sale proceeds are slightly more than that, any shares we do not arrange to sell will be returned to you in the form of balance certificates. What stockbroker will be used? We will arrange for your shares to be sold through The Share Centre Limited, which is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority (reference number ). What expenses are involved? The following charges are applied to each individual stock to be sold, rather than the total value of all stocks sold; ie if you are selling shares of two different companies, the following charging structure will apply to each company s shares rather than the combined realisation value of both: 1.0% commission on the first 5,000 of the transaction value of each stock 0.5% commission on the next 5,000 of transaction value of each stock 0.25% commission on the remainder of each stock There is a minimum charge of 7.50 per stock sold Any additional expenses which may be incurred when delivering the securities or registering them will also be paid by you. For example, a Stock Exchange Panel of Take-overs and Mergers (PTM) levy of 1 is payable on any transaction in excess of 10,000. The buyer of the securities will pay any Stamp Duty. Are there any restrictions on my investment? We offer a Stocks and Shares ISA which allows you to invest in M&G s range of funds. Please note, you cannot invest in an Investment Trust through our Share Exchange Scheme outside of The M&G ISA. Any small amounts of sales proceeds above your outstanding ISA limit for this tax year will be refunded to you. Balance certificates will be provided for any remaining unsold shares. 6

7 Can M&G refuse to sell any of my holdings? The Scheme only applies to shares and gilts listed on the London Stock Exchange. We reserve the right to refuse to sell any holding where we consider there could be problems in arranging sale or delivery. Such situations may include where there are changes which need to be made to the share register, for example, where a holder has moved or has died. Please therefore ensure that all certificates contain up-to-date details. You should also be aware that to sell shares on the market there is a minimum commission fee. If the potential value of the sale does not equate to that minimum, we will not be able to arrange the sale of those shares. Can I exchange OEICs? We do not offer the facility to sell shares or units in OEICs or unit trusts managed by other providers. Will M&G arrange to sell all my shares? Yes, unless you instruct us to arrange to sell only part of your holding or raise a certain amount of money. Additionally, if you are investing in an ISA, we will only arrange to sell sufficient shares to raise enough to utilise your outstanding ISA investment allowance for the tax year. In circumstances where we do not arrange to sell all your shares (unless you instruct us otherwise), your shares will be sold in the order in which they appear in Section 3 of the Share Exchange Authority Form. Balance certificates, where appropriate, will be provided for unsold shares. What shares/investments can I sell? We only arrange to sell shares and gilts listed on the London Stock Exchange. Foreign stock, bearer stock and shares in OEICs are not eligible for the scheme. What about capital gains tax (CGT)? Exchanging shares for reinvestment in an M&G OEIC or ISA, counts as a disposal for CGT purposes. Your liability will depend on your personal circumstances. If you suspect you may have a tax liability, we recommend you obtain professional advice. What information will I receive? You will be sent: a covering letter confirming the transaction; broker s contract note(s) for the shares sold on your behalf; and documents confirming the reinvestment in an M&G OEIC, ISA, Savings Plan, or charity fund, once completed. What about rights issues and dividends? Sometimes there is a delay before the share register reflects the change in share ownership. Consequently you may receive a dividend or rights issue that is due to the purchaser of your shares. Unless you have sold the shares exclusive of such dividend or rights issue, you may receive a claim for payment which you will be required to settle. If you would like further information at any time, please contact our Share Exchange Helpline on or talk to your financial adviser. You can find the appropriate forms you need to assist you with turning your shares into an M&G investment within this pack. 7

8 Steps to completing your application Four easy steps to exchange your shares. Step One: Share Exchange Authority Form Complete the Share Exchange Authority Form found in the pocket of this brochure. Note: For jointly held shares, all shareholders must sign the Share Exchange Authority Form. For individually held shares, each individual who wishes to sell shares as part of an exchange must complete a separate Share Exchange Authority Form. If you do not already have an investment with M&G, or if you wish to open a different type of investment to that which you already hold, please go to Step Two. If you already have an investment with M&G that you wish to add to, please complete the details in Section 4 of the Share Exchange Authority Form, and then go to Step Three. Step Two: Application form(s) Charity investments For investments into Charifund, Charibond and NAACIF funds, please contact our Share Exchange Helpline on for an application form. ISA investments If you have already used your full ISA allowance for the current tax year, you will need to invest in an OEIC instead. If you are opening a new ISA for the current tax year, please complete the enclosed M&G ISA application form. OEIC investments Please complete the enclosed M&G OEIC application form. M&G Savings Plan investments Please complete the enclosed M&G Savings Plan application form. Step Three: Share Exchange CREST Transfer Form For each shareholding you are exchanging, please complete a separate CREST Transfer Form (several forms can be found accompanying. For additional forms please contact our Share Exchange Helpline on ). See the example on page 10 for how to complete this form. Please note that there are a few rare instances where listed shares require a Stock Transfer Form rather than a CREST Transfer Form. If this is the case with any of the shares you are trying to sell, we will contact you and advise you what to do. Step Four: Anti-money laundering requirements In certain circumstances, regulations require M&G to carry out checks to verify the identities and residential addresses of the people we do business with. In the case of the Scheme, this will include both the person or persons selling shares and the person or persons in whose names the M&G investment will be held (if different). In order for us to complete these checks, even if you are already an M&G customer, please send us with your share exchange documentation: either your current signed passport or current full UK driving licence, and a bank statement or utility bill not more than three months old (please note that a bill for a mobile telephone is not acceptable). All documents must be originals or photocopies certified by a financial adviser, a bank or a solicitor. We reserve the right to ask for additional evidence if we feel this is necessary. We will return all original documents to you. Please remember that failure to provide acceptable evidence may mean we have to delay processing your request. If you are dealing via a financial adviser, they may be able to provide suitable documentation. If you have any questions regarding this, please call our Share Exchange Helpline on

9 What to send us Finally, please send us: the completed Share Exchange Authority Form your completed application form separate CREST Transfer Forms for each shareholding being exchanged together with: the share certificates; and any covering letter originals or certified copies of: a current signed passport or full UK driving licence; and a bank statement or utility bill (less than three months old). Please remember that... Failure to produce acceptable anti-money laundering documentation could add a delay to processing your request. All forms relating to Share Exchange applications must be sent to a different address to the usual M&G business address (eg change of address, other purchase or sale instructions, etc). If you send these to M&G s usual correspondence address, this may cause a delay in processing. Please send all correspondence to: Oxford House Oxford Road Aylesbury Buckinghamshire HP21 8SZ Please include a covering letter specifying your instructions if you want to sell only part of a shareholding. 9

10 How to complete a CREST Transfer Form Please complete all sections. A CREST TRANSFER Counter Location Stamp Barcode or Reference SDRN Above this line for Registrar's use Name of Undertaking. Description of Security Consideration Money Above this line for completion by the depositing system-user only. Certificate(s) lodged with Registrar (To be completed by Registrar) 1 2 Please complete form in type or in block capitals. Amount of shares or other security in words Figures 3 4 Name(s) of registered holder(s) should be given in full: the address should be given where there is only holder. If the transfer is not made by the registered holder(s) insert also the name(s) and capacity (e.g. executor(s) of the person(s) making the transfer In the name(s) of 5 Designation (if any) Balance certificate(s) required Please Sign Here Full name(s) of the person(s) to whom the security is transferred Such person(s) must be a system member. I/We hereby transfer the above security out of the name(s) aforesaid into the name(s) of the system-member set out below and request that the necessary entries be made in the undertaking's own register of members. Signature(s) of transferor(s) A body corporate should execute this transfer under its common seal or otherwise in accordance with applicable statutory requirements. SHARE NOMINEES LIMITED 6 Stamp of depositing system-user Stamp of Selling Broker(s), or for transactions which are not Stock Exchange transactions, of Agent(s) if any, acting for the transferor(s). 709 THE SHARE CENTRE LIMITED IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND A MEMBER OF THE LONDON STOCK EXCHANGE. REGISTERED IN ENGLAND NO OXFORD HOUSE, OXFORD ROAD, AYLESBURY, BUCKING- HAMSHIRE, HP21 8SZ. Date Participant ID 709 Member Account ID CERTS Reference to the Registrar in this form means the registrar of registration agent of the undertaking, not the Registrar of Companies at Companies House. Euroclear UK & Ireland Limited is delivering this transfer at the direction and on behalf of the depositing system-user whose stamp appears herein and does not in any manner or to any extent warrant or represent the validity, genuineness or correctness of the transfer instructions contained herein or the genuineness of the signature(s) of the transferor(s). The depositing system-user by delivering this transfer to Euroclear UK & Ireland Limited authorises Euroclear UK & Ireland Limited to deliver this transfer to registration and agrees to be deemed for all purposes to be the person(s) actually so delivering this transfer for registration. This form should be used only for a transfer of a certificated unit of a security to a CREST member to be held by a CREST member in uncertificated form. It should not be used for conversion of a unit held by a CREST member into uncertificated form. The CREST rules requires that this form be used for the transfer of a unit of a certificated security to a CREST member to be held by that member in uncertificated form. Any such transfer on this form is exempt from stamp duty. 10

11 A CREST Transfer Form Please complete all sections Full name of share. Nominal value as shown on certificates, for example, 50 pence Ordinary Shares. The number of shares you wish to exchange in words (please leave blank if you wish to sell sufficient shares to raise a set value). The number of shares you wish to exchange in figures (please leave blank if you wish to sell sufficient shares to raise a set value). Name(s) of holder(s) exactly as they appear on the share certificate (please include any misspellings). All those named on the share certificate above must sign here. Please remember, if you wish to sell in order to raise a set value, you should write a covering letter addressed to the Share Exchange department informing us of your wish, or write the information on the Share Exchange Authority Form where it asks to list the shares for sale. 11

12 Terms and Conditions 1. Definitions In these terms and conditions the following definitions apply: You and your: The investor or investors. If you hold assets jointly with other people, your obligations are joint and several. This means each investor is liable jointly and individually for all the responsibilities of the investors. We, us and our: M&G Securities Limited and anyone to whom we delegate any of our functions in accordance with Section 8.3. Business Day: Any day on which the London Stock Exchange is open for business. M&G Managers: M&G Securities Limited or, for Charifund, Charities Investment Managers Limited. ISA: The M&G Individual Savings Account. Proceeds: The net proceeds due from the sale of Securities see Section 5.2. Securities: Stocks and shares and other securities listed on the London Stock Exchange you have specified in Section 3 of the Share Exchange Authority Form. TSC: The Share Centre Limited; a limited company incorporated in England and Wales whose registered office is Oxford House, Oxford Road, Aylesbury, Buckinghamshire, HP21 8SZ. The Share Centre is a member of the London Stock Exchange and is authorised and regulated by the Financial Conduct Authority in the UK under reference number Authority You irrevocably authorise us to arrange to sell the Securities and reinvest the Proceeds in accordance with your instructions set out in the Share Exchange Authority Form(s) and subject to these terms and conditions. You also authorise us to insert the appropriate amount on each application form, and instrument of transfer. 3. Classification You are classified as a retail client as defined in the FCA Rules unless we notify you in writing to the contrary. As a retail client you benefit from the highest level of protection under FCA Rules. 4. Sale of the Securities 4.1 Sale procedure (a) We arrange to sell any or all of your Securities, unless you instruct us otherwise, through a stockbroker who is a member of the London Stock Exchange and who will act as our agent for this purpose. Provided we receive all necessary papers at Oxford House, Oxford Road, Aylesbury, Buckinghamshire HP21 8SZ when the stockmarket is open, your instructions for dealing will usually be processed immediately. Dealing times are between 8.00am and 4.30pm. Instructions given outside these hours will be carried out from 8.00am the following trading day. Necessary papers include, for example, share certificates, authorised transfer documents or similar, identity and address verification evidence etc. It is your responsibility to ensure that the papers which we receive are adequate to proceed with the sale on that day, and no responsibility will be borne by us for any failure on your part to do so. Any queries about or rejection of any documentation will normally be dealt with by us, and we will contact you by post. (b) You confirm that after the Securities have been sold and transferred to a new holder, the holder will be entitled to all rights and powers attaching to the Securities including voting rights and other powers given by law. (c) You confirm that you are not a director of, or closely related to a director of, or employed by a company which has issued any of the Securities, or a subsidiary of such a company (as defined in section 1159 of the Companies Act 2006). (d) We cannot accept any responsibility for the movement in the prices of Securities between the dispatch by you of any documentation and the sale of Securities. (e) We may refuse to accept Securities for share exchange where, at our absolute discretion, we think there may be problems in arranging a sale or settlement. 4.2 Selling on the market We will seek to obtain the best possible result for you when selling the Securities. This usually, in effect, amounts to selling at the market dealing bid price as we assume price will be the most important factor for you in any sale of Securities. A summary statement of our arrangements for the execution of orders in the Securities (our Our Order Execution Policy ) is enclosed with these terms and conditions. By placing an order with us, you will be deemed to have consented to our Best Execution Statement. Where there is a maximum investment limit (such as in an ISA) or you have specified a maximum amount to be invested, we will arrange to sell sufficient Securities to raise that amount and any Proceeds not invested will be returned to you on settlement. In such circumstances, unless you instruct us otherwise, Securities will be sold in the order in which they appear in Section 3 of the Share Exchange Authority Form. Please note, any specific instructions from our customers as to how their orders are dealt with may prevent us from taking the steps that we have designed to obtain the best possible result in the circumstances. In any case, however, it is our policy not to take specific instructions from our customers as to how we should fulfil their orders to sell the Securities under these terms and conditions. 4.3 Unsold Securities We return to you any Securities that are not sold. 4.4 Reports You will be sent a confirmation of the sale of the Securities and the reinvestment of the Proceeds within one business day of the sale. 5. The amount due from the sale 5.1 Dealing costs The amount realised for investment will be net of any dealing commission and any additional expenses incurred in delivering or registering the Securities. (See the section headed What expenses are involved? in the general information provided in this booklet for more information on dealing commission and these additional expenses.) 5.2 Proceeds for reinvestment We hold the Proceeds on your behalf and apply them as you have instructed. 6. Investment with M&G 6.1 Timing The Proceeds are invested on your behalf on the day that we receive them, which will usually be three Business Days after the sale of the Securities. Unless you are investing in an ISA (see Section 6.2), shares or units will be purchased on your behalf at a forward price before 12 noon or such other time as M&G Managers may adopt as their regular valuation point. 6.2 Investment in an ISA We invest from the Proceeds an amount up to the limit you have specified, or the maximum permitted ISA limits, before 12 noon on the appropriate dealing day(s). 7. Income and dues 7.1 Income and rights You must account for all dividends, interest or other rights or benefits that you are entitled to receive or could receive after the Securities have been sold (unless you specifically retained these rights and the sale price reflected this). 12

13 7.2 Dues You must pay any calls or other payments which were due before the sale (unless they were taken into account in the price). 7.3 Notices You undertake to send to us at Oxford House, Oxford Road, Aylesbury, Buckinghamshire HP21 8SZ all communications you receive relating to the Securities and which have effect after their sale. 8. General 8.1 Governing law These terms and conditions are governed by English law. 8.2 Rights of third parties Any person who is not a party to this contract has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce or enjoy the benefit of any term or condition hereof. 8.3 Delegation We may delegate any of our functions, discretions and duties under these terms to another company for the purpose of administering the M&G Share Exchange Scheme, and may provide them with information about you for this purpose. We will, however, remain liable to you for any such delegated matters. We shall satisfy ourselves that any person to whom we delegate any of our functions or responsibilities under these terms and conditions is competent to carry out those functions and responsibilities and has the appropriate regulatory status to do so. Part of the provision of the Scheme has been delegated to TSC. 8.4 Addresses Our Registered Address is Laurence Pountney Hill, London EC4R 0HH. Our administration office, (with the exception of matters relating to the sale of Securities) is PO Box 9039, Chelmsford CM99 2XG. All correspondence relating to the sale of Securities should be directed to Oxford House, Oxford Road, Aylesbury, Buckinghamshire HP21 8SZ. 8.5 Regulation We are authorised and regulated by the Financial Conduct Authority for investment business and are bound by its rules. The Financial Conduct Authority is located at 25 The North Colonnade, Canary Wharf, London E14 5HS. 8.6 Complaints (a) If you wish to complain about any aspect of the service you have received, or to request a copy of our complaint handling procedures, please write to: Customer Relations, PO Box 9039, Chelmsford CM99 2XG, or telephone (b) If your complaint is not dealt with to your satisfaction, you can write to: The Financial Ombudsman Service (FOS), South Quay Plaza, 183 Marsh Wall, London E14 9SR. 8.7 Financial Services Compensation Scheme We are covered by the Financial Services Compensation Scheme. You may be entitled to compensation from the scheme if we cannot meet our obligations. This depends on the type of business and the circumstances of the claim. Most types of investment business are covered for 100% of the first 50,000. Further information about compensation arrangements is available from The Financial Services Compensation Scheme, 7th Floor, Lloyds Chambers, 1 Portsoken Street, London E1 8BN. 8.8 Anti-Money Laundering Regulations We may need to ask you for documentation to assist us in verifying your identity. We must verify your identity to ensure we meet certain regulations. We normally do this using electronic means but occasionally we have to ask for extra documents from you to complete this process. This will not normally result in any delay in carrying out instructions but sometimes a delay may occur. In particular, this may happen if we have to ask you for further information when you have sold Shares as we will need the information from you before we can send you the money. 8.9 Advice We cannot give you advice with regard to the tax consequences of using the Scheme or as to the merits or otherwise of selling any particular investments. You should consult your own financial or tax adviser if you require any advice in this regard. We will not assess the suitability of any transactions carried out using the Scheme and you will not benefit from the Financial Conduct Authority rules on assessing suitability Communications All communications between you and us, and any documents and information which you receive from us, shall be in English. Schedule 1 The Share Centre Limited Order Execution Policy Part One: The quality of execution When executing orders on behalf of customers in relation to financial instruments, TSC will take all reasonable steps to achieve what is called best execution of customer orders. This means that TSC will have in place a policy and procedures which are designed to obtain the best possible execution result, subject to and taking into account, the nature of customer orders, the priorities the customer places upon TSC in filling those orders and the market in question, and which provides, in TSC s view, the best balance across a range of sometimes conflicting factors. TSC will take into consideration a range of different factors which include not just price, but which may also include such other factors as the cost of the transaction, the need for timely execution, the liquidity of the market (which may make it difficult to execute an order), the size of the order and the nature of the financial transaction. TSC s commitment to provide its customers with best execution does not mean that TSC owes customers any fiduciary responsibilities over and above the specific regulatory obligations placed upon TSC or as may be otherwise contracted. While TSC will take all reasonable steps based on those resources available to it to satisfy itself that it will have processes in place that can reasonably be expected to lead to the delivery of best execution of customer orders, TSC cannot guarantee that it will always be able to provide best execution of every order executed on each customer s behalf. Part Two: Order Execution Policy 1. Customer orders must be received on either a best price or limit price basis and are subject to the requirements of this execution policy. 2. Where a customer order is received with specific instructions relating to how the order should be executed, the order will be executed in line with those instructions; any such specific instructions from a customer may prevent TSC from taking the steps that it has designed and implemented in its execution policy to obtain the best possible result for the execution of customer orders covered by those instructions. 3. Customer orders received for transferable securities, ie shares, exchange traded funds/commodities, warrants, covered warrants and investment trusts will be executed on one of the following markets: (a) London Stock Exchange ( LSE ); the LSE is a regulated market and one of the larger better known European markets for dealing in both UK and international shares; (b) Alternative Investment Market ( AIM ); a market for smallercapitalisation growth companies. AIM is a not a regulated market, but is an exchange-regulated market owned by the LSE; (c) PLUS Markets ( PLUS ); PLUS is a regulated market. PLUS is an independent provider of equity market services. Formally known as OFEX, PLUS specialises in primary markets for both domestic and international companies and also operates a secondary market quote driven trading platform for small and mid-capitalisation companies; 13

14 (d) ShareMark; ShareMark is a multilateral trading facility (MTF) and not a regulated market. ShareMark is a share trading facility, owned by TSC, specifically designed for emerging or smaller companies whose shares are infrequently traded. Customer orders for companies traded on ShareMark must be submitted to TSC, or their chosen broker, on a limit price basis with shares being traded at a single price; (e) and such other markets as TSC considers appropriate in the circumstances. 4. The choice of market depends on which market or MTF a particular security is traded on, for example, where a security is only traded via the LSE, the customer order can only be executed via the LSE; however, where the same customer order can be executed on either of two separate markets, eg LSE or PLUS, the market that will result in the best possible result for that customer order will be chosen. 5. For venues other than ShareMark, customer orders are executed via specialist market makers known as Retail Service Providers ( RSPs ). TSC deals with a number of RSPs, all of whom are members of the LSE and are authorised and regulated by the FCA. The RSPs quote a price and size in securities in which they are registered and make this information available via various information vendors. 6. TSC s process for achieving the best possible result for a customer order is initiated by the receipt of the order from the customer. The order is then passed, via an information vendor, to an automated polling system, which connects directly to the RSPs registered with that information vendor and in the security concerned. The automated polling system will then identify the RSP offering the best price for the customer order; this information is then sent back to TSC for acceptance. The range of RSPs available to TSC will be dependent on which RSPs are accessible through the information vendor used; currently TSC is linked to a single information vendor, Proquote, which provides access to a wide range of RSPs. 7. On some occasions, where the RSP is unwilling or unable to execute the customer order electronically, the order will have to be executed manually with the RSP over the telephone. 8. There may be occasions where, as a result of either specific customer instructions, the nature of the security being traded, or the services being provided, that customer orders will not be executed on either a regulated market or MTF. Where such instances arise, TSC will obtain the customer s prior express consent before proceeding to execute such orders. The customer s prior express consent may either be in the form of a general agreement or in respect of individual transactions. 9. Any customer orders received for collective investment schemes (eg unit trusts and/or OEICs) are executed either directly via the relevant fund manager, or via Cofunds or LGAS. 11. Generally, there are a number of different execution factors which can affect the outcome of customer orders eg price, cost, speed, the likelihood of execution and settlement, the size and nature of the order. However, as TSC does not differentiate charging structures or settlement processes between execution venues, the most significant factor is considered to be the price at which the order can be executed. By achieving the best price possible given the execution venues available, TSC delivers the best possible result for customer orders received. Part Three: Client Acknowledgement By placing an order with TSC, a customer acknowledges that they have been made aware of and accept the nature, policy and processes which TSC has in place for providing best execution as defined in this Order Execution Policy and that, in the absence of any express instructions from a customer, TSC shall have full discretion to choose a relevant venue from its current list of venues for executing any order or orders, but in doing so shall assess and balance a range of all relevant factors, including those set out in this policy disclosure statement which, in its reasonable determination, TSC considers relevant to achieving the best result for a customer order. Schedule 2 The Share Centre Limited Order Allocation Policy Where TSC considers it necessary and in the best interests of the customer, a customer order may be aggregated (ie combined) with orders received from other customers. Customers should be aware that aggregating orders in this way may work to their disadvantage. Because their shares will be bought or sold alongside those of other customers, the price a customer receives may not be the same as when buying the shares immediately. The market may also quote a different price because of the larger number of shares being bought or sold together. The price the customer pays could, therefore, be higher or lower than if their shares had been bought on their own. With the exception of orders executed on ShareMark, customer orders will only be carried out where the total, aggregated order can be dealt; in other words, customer orders will not be partially filled. Partially filled orders are allowable on ShareMark, such that a single order within any ShareMark auction may be partially filled, to the extent of the maximum executable volume of securities within that auction and at the prevailing ShareMark auction price. Where a customer applies for a new issue of securities (eg within an initial public offer or a placing) and that offer is oversubscribed, the customer may receive a partial allocation of securities or none at all. The allocation guidelines of the offer will be followed wherever practicable by TSC when deciding how to allocate securities where more than one customer has applied within the same offer. In the absence of any guidelines, TSC will allocate the securities pro rata to each customer s application within the offer. 10. Where a customer order is received for a bond or gilt-edged security, it will be either: electronically executed via Bondscape, an automated service designed primarily for brokers and other professional investment advisers trading small sizes of fixed interest securities. Two-way prices are provided by participating market makers. The service automatically selects the best price for execution from the competing market makers; or executed with an RSP. 14

15 Glossary Asset Anything having commercial or exchange value that is owned by a business, institution or individual. Capital Refers to the financial assets, or resources, that a company has to fund its business operations. Fixed income security/fixed interest A loan in the form of a security, usually issued by a government or company, which normally pays a fixed rate of interest over a given time period, at the end of which the initial amount borrowed is repaid. Gilts Fixed income securities issued by the UK government. Inflation The rate of increase in the cost of living. Inflation is usually quoted as an annual percentage, comparing the average price this month with the same month a year earlier. Open-Ended Investment Company (OEIC) A type of managed fund, whose value is directly linked to the value of the fund s underlying investments. 15

16 If you have a financial adviser, please contact them for further information on M&G s funds and products, and also for information on how to invest with M&G. If you invest directly with M&G and do not have a financial adviser, you can contact us using the details below. Contact Share Exchange Helpline * For further information, lines are open Monday to Friday 8.00am to 6.00pm. Our website For more information on our fund range and to access daily prices. info@mandg.co.uk us with queries.** Write to us at: Oxford House Oxford Road Aylesbury Buckinghamshire HP21 8SZ * For security purposes and to improve the quality our service, we may record and monitor telephone calls. ** Please note that information contained within an cannot be guaranteed as secure. We advise that you do not include any sensitive information when corresponding with M&G in this way. Key Investor Information Documents, Important Information for Investors documents, Prospectus and Key Features Documents are available free of charge on request from the Share Exchange Helpline. This Financial Promotion is issued by M&G Securities Limited which is authorised and regulated by the Financial Conduct Authority in the UK and provides ISAs and other investment products. The company s registered office is Laurence Pountney Hill, London EC4R 0HH. Registered in England No Charibond s charity registered number is , NAACIF s charity registered number is , and Charifund s charity registered number is MAR 16 / W113103