COBS 23 Operating a public offer platform

This chapter applies to a firm that carries on the activity of operating a POP.

(1) With the exception of COBS 23.9, this chapter applies to a POP operator in respect of the making of a qualifying public offer.

(2)COBS 23.9 applies to a POP operator that provides the means by which both qualifying public offers and offers of relevant securities to the public in the United Kingdom (which are not qualifying public offers) are made.

(1) A qualifying public offer is an offer of relevant securities to the public in the United Kingdom that satisfies certain conditions. 

(2) The effect of COBS 23.1.2R and COBS 1 Annex 1 Part 2 3.1R is to define the territorial application of this chapter by reference to the making of an offer of relevant securities to the public in the United Kingdom.

(3) This means that this chapter applies whether or not the POP is operated by a firm from an establishment maintained by it in the United Kingdom.

(1) This chapter sets out the detailed obligations that are specific to a firm when operating a POP.

(2) A qualifying public offer that is made by means of a POP is exempt from the public offer prohibition.

(3) This chapter is not exhaustive as to the rules that apply to firms facilitating qualifying public offers. The obligations in this chapter apply in addition to other applicable provisions of this sourcebook.

(4) Firms are also reminded of their obligations under Principle 12 and PRIN 2A.

[Note: regulation 12 of, and Schedule 1 to, the Public Offers and Admissions to Trading Regulations]

(1) In this chapter, references to a POP operator ‘facilitating a qualifying public offer’ are to such a person providing the means by which a qualifying public offer is made.

(2) To the extent that the POP operator is bringing about transactions in the relevant securities which are the subject of a qualifying public offer, it is likely to be carrying on other regulated activities (such as arranging or dealing activities) and additional permissions will be needed.

The obligations in this chapter do not apply where a firm provides the means by which only an offer of relevant securities to the public, other than a qualifying public offer, is made. This may be where:

(1) an offer of relevant securities to the public is made exclusively to persons other than those in the United Kingdom; or

(2) the offer of relevant securities to the public is of a kind, or consisting of a combination of 2 or more kinds of offer, specified in Part 1 of Schedule 1 to the Public Offers and Admissions to Trading Regulations other than paragraph 13 of that Schedule (for example, because the offer of relevant securities to the public is made solely to qualified investors or where the total consideration for the securities being offered does not exceed the relevant threshold).

Operating a POP is not within the scope of business for which an appointed representative may be exempt.

Operating a POP is not MiFID, equivalent third country or optional exemption business. However, a firm may carry on MiFID, equivalent third country or optional exemption business if it carries on other activities in addition to operating a POP (for example, the reception and transmission of orders).

(1) This chapter sets out the general obligations on firms when providing the means by which a qualifying public offer is made. 

(2) These obligations reflect the role of the POP operator in providing a gateway to the making of offers of relevant securities to the public (and, in particular, to persons who are not qualified investors) in the United Kingdom.

(3) This chapter requires a firm:

     (a) before facilitating a qualifying public offer:

          (i) to gather certain information about the issuer and the proposed qualifying public offer;

          (ii) to carry out post-information gathering due diligence; and

          (iii) on the basis of (i) and (ii), to determine whether it is appropriate to facilitate the qualifying public offer; and

     (b) in facilitating a qualifying public offer, to provide certain information to clients.

In complying with the detailed requirements in this chapter, a firm should have regard to the purposes of these requirements, which are to:

(1) protect market integrity, including by ensuring that POPs are not used to facilitate financial crime; and

(2) secure an appropriate degree of protection for consumers, including by ensuring that:

     (a) clients can make informed and effective decisions as to whether or not to participate in a qualifying public offer, including (but not limited to) being able to make an adequate assessment of the risks and benefits; and 

     (b) POPs are not used to facilitate qualifying public offers which may cause reasonably foreseeable harm to a client.

[Note:GEN 2.2.1R]

Before facilitating a qualifying public offer, a firm must obtain information about the issuer and the proposed qualifying public offer that:

(1) is sufficient to enable the firm to:

     (a) understand:

          (i) the identity and nature of the issuer, including its business model; and 

          (ii) the key risks associated with the proposed qualifying public offer;

     (b) carry out a reasonable assessment of the financial viability of the issuer in accordance with COBS 23.4.5R;

     (c) determine if it is appropriate to facilitate the qualifying public offer in accordance with COBS 23.5; and

     (d) present such information as a reasonable client would require to make an informed and effective decision on whether or not to participate in the qualifying public offer, in accordance withCOBS 23.6; and 

(2) addresses at least the matters specified in COBS 23.3.2R and COBS 23.3.5R.

A firm must obtain at least the following information about the issuer: 

(1) general information, including (so far as relevant):

     (a) the current and previous names of the issuer, including any trading names;

     (b) details of the issuer's incorporation, including the date and place of incorporation and company registration number;

     (c) contact details, including the issuer’s registered office address and registered email address;

     (d) the details of persons (‘A’) in relation to the issuer (‘B’) with:

          (i) 10% or more of the shares or voting power in B or in a parent undertaking (‘P’) of B; or

          (ii) the ability to exercise significant influence over the management of B or P;

     (e) information about key individuals associated with the issuer (including, but not limited to, directors and senior management), including: 

          (i) their name and current position; 

          (ii) their academic background and professional experience; and

          (iii) such other information as is necessary to enable the firm to satisfy itself as to the fitness and propriety of those individuals to perform their respective roles (see COBS 23.3.3G); 

     (f) group information, including the group structure, the issuer’s position in the group and any subsidiaries of the issuer;

     (g) details of the issuer's online presence, such as the issuer’s website and social media accounts;

     (h) a description of the issuer’s business model, including the products or services offered by the issuer;

     (i) information about any sustainability characteristics of the issuer which are material to its business model;

     (j) if it is material to the issuer’s business or profitability, information regarding the extent to which the issuer is dependent on: 

          (i) patents or licences; and

          (ii) new manufacturing processes;

     (k) key risk factors relating to the issuer or relevant securities (see COBS 23.3.4G);

     (l) details of: 

         (i) any litigation to which the issuer is, or to which it is likely to become, a party; and

         (ii) any litigation to which any member of the issuer’s group is, or is likely to become, a party that may have a material impact on the issuer; and 

     (m) details about contracts (other than contracts entered into in the ordinary course of business):

           (i) to which the issuer or any member of the issuer’sgroup is a party; and

           (ii) that are material to, or may have a material impact on, the issuer; and

(2) financial information, including (so far as is relevant):

      (a) the issuer’s most recent financial reports and accounts, including a confirmation as to whether the accounts have been audited;

      (b) details of the issuer’s financing structure, including its liabilities and sources of capital (such as any previous capital raising either through debt or equity); 

      (c) details of any fees, commissions or other charges that the issuer is likely to pay to third parties which could affect the ability of the issuer to deliver rates of return on the relevant securities; and 

      (d) the most recent group financial accounts of the issuer. 

In COBS 23.3.2R(1)(e), information about the fitness and propriety of key individuals that a firm will need to obtain:

(1) will depend on the role of the relevant individual and the nature of the issuer’s business;

(2) having regard to the purpose of the rules in this chapter (COBS 23.2.2G), should be such as to satisfy the firm as to the relevant individuals’: 

     (a) honesty and integrity; 

     (b) competence and capability; and

     (c) financial soundness; and

(3) may include, where relevant and without limitation:

     (a) checking for convictions for criminal offences (where possible), particularly in relation to dishonesty, fraud or financial crime; 

     (b) establishing whether the individual has been the subject of any adverse finding or any settlement in civil proceedings in connection with misconduct, fraud or the formation or management of a body corporate;

     (c) establishing whether the individual has been a director, partner, or concerned in the management of, a business that has gone into insolvency, liquidation or administration while the individual has been connected with that organisation or within one year of that connection;

     (d) establishing whether the individual has ever been disqualified from acting as a director or disqualified from acting in any managerial capacity; and

     (e) confirming whether the individual has previously been declared bankrupt. 

In COBS 23.3.2R(1)(k), ‘key risks factors’ are those risks: 

(1) which are specific to the issuer or qualifying public offer; 

(2) which, were they to crystalise, would have a material adverse impact on the issuer and/or its business; and

(3) that have more than a remote possibility of crystalising. 

A firm must obtain at least the following information about the proposed qualifying public offer (so far as is relevant):

(1) the target amount to be raised through the qualifying public offer; 

(2) the amount raised or likely to be raised by the issuer from any other offer of relevant securities to the public which: 

     (a) was closed, or is expected to close, in the 12 months prior to the date on which the qualifying public offer is expected to open; or

     (b) is open, or expected to be opened by the issuer, before the date on which the qualifying public offer is expected to close;

(3) the target deadline for the closure of the qualifying public offer; 

(4) a description of: 

     (a) the rights attached to the relevant securities to be offered;

     (b) how those rights relate to rights attaching to other securities or classes of securities of the issuer; and

     (c) the impact of the proposed qualifying public offer on the issuer's shareholder structure;

(5) the proposed use of funds by the issuer and any third party; 

(6) a description of any tax relief available for clients;

(7) where the relevant security is a debt instrument, the duration of the term and any interest payments; and

(8) where the issuer is a closed-ended collective investment undertaking: 

     (a) information regarding the investment policy, strategy and objectives;

     (b) a summary of the portfolio (or proposed portfolio); 

     (c) its most recent net asset value; and 

     (d) details of any person responsible for managing the investments of the closed-ended collective investment undertaking (whether directly or on a delegated or outsourced basis). 

(1) If the information gathered in accordance with COBS 23.3.2R and COBS 23.3.5R is not sufficient to meet the requirements in COBS 23.3.1R, a firm must gather additional information. 

(2) In determining what further information the firm may require, it must have regard to:

     (a) the structure and complexity of: 

          (i) the issuer or its group; and

          (ii) the qualifying public offer;

     (b) the industry to which the qualifying public offer relates, including whether there is relevant industry information which is reasonably likely to influence the value of the issuer’s business; and

     (c) the business model of the issuer and whether it involves any element that may present an increased risk of loss or harm to clients.

An example of where a firm may determine it requires further information pursuant to COBS 23.3.6R(2) is where the issuer is a special purpose vehicle. 

The characteristics of a business model that might reasonably be expected to present an increased risk of loss or harm to clients are those which could reasonably be expected to have a material impact on:

(1) the ability of the issuer to deliver an expected rate of return; or

(2) the soundness of the business of the issuer, including whether the issuer lends money to other businesses.

A firm must also obtain any supporting information or materials the issuer intends to communicate to clients in relation to the qualifying public offer.

The information, materials or communications in COBS 23.3.9R include (but are not limited to):

(1) any financial promotions relating to the qualifying public offer; and

(2) the terms of, and any contractual documentation to be used in relation to, the qualifying public offer.

(1) In respect of a particular qualifying public offer, a firm may have regard to information obtained in the course of previous dealings with the issuer for the purposes of complying with the requirements of this section. 

(2) Before having regard to the information in (1), a firm should consider whether:

     (a) it should obtain the information again (for example, because the passage of time could have affected its reliability); and

     (b) it should take particular steps to assess that information in accordance with the requirements in COBS 23.4 to ensure that it remains reliable.

(1) Before facilitating a qualifying public offer, a firm must take reasonable steps to satisfy itself that the information received in accordance with COBS 23.3 can be relied upon to: 

     (a) determine whether it is appropriate to facilitate the qualifying public offer in accordance with COBS 23.5; and

     (b) present such information as a reasonable client would require to make an informed and effective decision on whether or not to participate in the qualifying public offer, in accordance with COBS 23.6.

(2) For the purposes of (1), the firm must:

     (a) take reasonable steps to at least ensure that the information is materially complete and does not include any material inconsistencies; and 

     (b) consider whether it needs to carry out additional steps to assess the reliability of the information, having regard to: 

           (i) the type of information the firm is assessing;

           (ii) the risks associated with the location of the issuer and the nature of the issuer's business; and 

           (iii) any adverse information identified in relation to the issuer.

(1) The reasonable steps that a firm must take to ensure reliability of information in COBS 23.4.1R(1) may be different in respect of information which cannot be objectively verified as it is reliant upon the occurrence of a future event, including growth forecasts and expected rates of return. 

(2) The steps that the firm takes in respect of information described in (1) may be similar to those required to ensure a communication or financial promotion is compliant with the fair, clear and not misleading rule depending on the particular context.

• If another firm (F2) is involved in approving financial promotions relating to the qualifying public offer to be facilitated by a firm (F1):
• (1) F1 may rely upon any information about the issuer or qualifying public offer which it may have received from F2 if it can show that it was reasonable for it to do so; and
• (2) F1 will remain responsible for complying with its obligations in this chapter.

If a firm receives information which consists of a statement prepared by an expert, it is entitled to regard the information as satisfying the requirements in COBS 23.4.1R without taking further steps to assess it unless it is aware of any reason to doubt the expert’s independence or credibility or the statement’s accuracy.

• (1) Before facilitating a qualifying public offer, a firm must carry out a reasonable assessment of the issuer’s expected financial position after the offer closes. 

• (2) If the firm determines in (1) that the issuer does not have sufficient financial resources to continue as a going concern for at least 6 months after the qualifying public offer has closed, the firm must not facilitate that offer.   

Before facilitating a qualifying public offer, a firm must ensure that the contractual terms of the offer include:

(1) the right for a client who has agreed to buy or subscribe for the relevant securities offered to withdraw their acceptance while the qualifying public offer is open, in at least the circumstances set out in COBS 23.7.1R(2); 

(2) the date by which the right of withdrawal must be exercised; and 

(3) the steps that the client must take to exercise the right of withdrawal in (1). 

(1) Before facilitating a qualifying public offer, a firm must determine whether it is appropriate for it do so.

(2) For the purposes of reaching the determination in (1), a firm must consider whether:

    (a) all of the information it is required to obtain by COBS 23.3 has been provided to the firm (or, if not provided, whether the omission can reasonably be explained);

    (b) the information it obtained under COBS 23.3 indicates that the issuer, and the key individuals associated with it, are fit and proper;

    (c) there is information that the firm has been unable to assess for reliability to the extent required in COBS 23.4.1R; 

    (d) the supporting information and material provided by the issuer under COBS 23.3.9R complies with regulatory requirements (including, where applicable, the financial promotion rules); and

    (e) there are any other factors of which the firm is, or ought reasonably to be, aware which may influence its determination as to whether it is appropriate to facilitate the qualifying public offer, having regard in particular to the nature of the firm'sclients and the purpose of the rules in this chapter (COBS 23.2.2G).

(3) For the purposes of reaching the determination in (1), a firm must consider whether any findings arising from (2) are material. 

The reference to any other factors in COBS 23.5.1R(2)(e) includes (but is not limited to) where the issuer is not incorporated in the United Kingdom. In this case, the firm must assess whether the jurisdiction of the issuer's incorporation gives rise to particular risks that affect its assessment of whether it is appropriate to facilitate the qualifying public offer. 

In considering the materiality of any finding in COBS 23.5.1R, a firm must determine: 

(1) the importance of the information for the purpose of enabling the firm to understand the issuer's business model and the key risks associated with the qualifying public offer;

(2) the relevance and importance of the finding to the firm's assessment of the fitness and propriety of the key individuals associated with the issuer; and

(3) how important the information is for the purpose of enabling clients to make an informed and effective decision about whether to participate in the qualifying public offer.

(1) Materiality is likely to depend on circumstances and context. The characteristics of the issuer and the proposed qualifying public offer will likely inform a consideration of the materiality of information.

(2) Information may be material in isolation or when considered in connection with other information.

(3) If a finding is material, the firm should consider whether it can communicate adequate information to clients such that the finding can be presented in a way that enables clients to clearly understand the potential impacts or relevance of the matter identified in the context of the qualifying public offer.

(4) Any finding relating to the fitness and propriety of the issuer is likely to be material to the firm's assessment of appropriateness for the purposes of COBS 23.5.1R. 

Only once a firm has satisfied itself that it is appropriate to facilitate a qualifying public offer may it do so.

A determination that it is not appropriate to facilitate a qualifying public offer does not preclude a firm from facilitating it if: 

(1) the issuer adequately addresses the matters which led to that original determination; and

(2) subsequently, the firm determines that it is appropriate for it to facilitate the proposed qualifying public offer in accordance with COBS 23.5.1R. 

Firms should be aware of the record keeping requirements in COBS 23.8, including the requirement to make an adequate record of the basis on which the firm has satisfied itself that it is appropriate to facilitate the qualifying public offer. 

In the event that a firm assesses that it is appropriate to facilitate a qualifying public offer, it must prepare a statement (the ‘disclosure summary’) for that offer which contains a summary of: 

(1) the information provided by the issuer or a third party to the firm for the purposes of the requirements in COBS 23.3; and

(2) the assessment of whether it is appropriate to facilitate the qualifying public offer that the firm has undertaken under COBS 23.5.

The disclosure summary must also include: 

(1) the information set out at COBS 23.6.9R(1); or 

(2) a link which, when activated, directs the client to the information set out at COBS 23.6.9R(1).

Provided that it includes all the information required by COBS 23.6.1R and COBS 23.6.2R, the disclosure summary may be prepared:

(1) in the course of the firm's activity to determine whether it is appropriate to facilitate the qualifying public offer; or

(2) after the decision to facilitate the qualifying public offer has been made.

(1) A firm is not required to include: 

    (a) proprietary or commercially sensitive information; or 

    (b) its determination as to financial viability in COBS 23.4.5R, in the disclosure summary.

(2) Firms should consider whether it is appropriate for any such information in (1)(a) to be summarised in a way that does not include the sensitive information. 

(1) In relation to each qualifying public offer that it facilitates, a firm must make available to clients:

     (a) the relevant disclosure summary prepared under COBS 23.6.1R;

     (b) the most recent financial accounts of the issuer and a confirmation of whether they have been audited;

     (c) the terms of, and any contractual documents relating to, the qualifying public offer; and

     (d) such other information as a client may require in order to make an informed and effective decision as to whether or not to participate in the qualifying public offer, including (but not limited to) being able to make an adequate assessment of the risks and benefits.

(2) The firm must make the information in (1) available to clients for as long as the qualifying public offer remains open to the public.  

(1) A firm must include in an appropriate location on its website for each qualifying public offer an indication that the firm has undertaken due diligence in relation to the offer.

(2) The statement in (1) must be presented in a way that will clearly and prominently bring it to the attention of clients. 

For as long as a qualifying public offer remains open to the public, a firm must make available in real time the amount raised by the issuer by way of that qualifying public offer.

For the purpose of COBS 23.6.5R(1)(b), a firm may provide a link which, when activated, directs the client to the relevant documents on Companies House.

Other information to be made available to the client

• A firm must:
• (1) publish on its website a comprehensive statement of its approach to:
•     (a) the due diligence required by this chapter; and 
•     (b) managing conflicts of interest between different clients (issuers and investors); and
• (2) ensure that the statements in (1) are easily accessible by clients.

For the purpose of COBS 23.6.9R, a firm may publish a copy of its relevant policies, such as its due diligence policy (prepared in accordance with COBS 23.8.1R) and its conflicts of interest policy.

The disclosure summary is intended to provide summary information about the due diligence undertaken by the firm in relation to the particular issuer and qualifying public offer, whereas the statements at COBS 23.6.9R(1) relate to the framework of how the firm carries out that due diligence and manages conflicts.  

The statements set out in  COBS 23.6.9R(1) must be presented in a way that will clearly and prominently bring them to the attention of clients.

(1) Firms are reminded that regulation 13 of the Public Offers and Admissions to Trading Regulations (Disclosure of information) applies to a qualifying public offer.

(2) The effect of regulation 13 is that if material information is disclosed by, or on behalf of, an issuer or offeror and addressed to one or more selected investors in oral or written form, that information must be disclosed to all other investors to whom the offer is addressed.

Firms are also reminded of their obligations under COBS 4 relating to: 

(1) a firm’s role in ensuring that a communication or a financial promotion is fair, clear and not misleading (COBS 4.2.1R);

(2) a firm’s role in approvingfinancial promotions, as set out in COBS 4.10, including the requirement to ensure that the name of the firm that has approved a financial promotion is included in that financial promotion (COBS 4.5.2R and COBS 4.5.2AR); 

(3) the requirements relating to the presentation of future performance information in COBS 4.6.7R; and

(4) the restrictions on the promotion of restricted mass market investments and non-mass market investments in COBS 4.12A and COBS 4.12B, respectively.

(1) This rule applies during the period in which a qualifying public offer is open to the public. 

(2) A firm must take the steps in (3) as soon as reasonably practicable on becoming aware of:

     (a) a significant new piece of information or change to the information obtained for the purposes of COBS 23.3.2R to COBS 23.3.6R; or

     (b) any material mistake or inaccuracy in, or omission from, the communications (including any untrue or misleading statement) provided to clients under COBS 23.6.5R.

(3) The firm must:

     (a) determine whether it is appropriate for it to continue to facilitate the qualifying public offer in light of the matter in (2), using the criteria in COBS 23.5; 

     (b) where relevant, update the disclosure summary with the relevant information or publish a supplementary statement with the relevant information; 

     (c) where relevant, update, or otherwise ensure that the issuer updates, the information in any additional documents communicated, or made available, to clients; and 

     (d) ensure that clients that have agreed to purchase or subscribe for relevant securities in response to the qualifying public offer are:

          (i) notified of the matter in (2) and of any changes to the information communicated in relation to the qualifying public offer; and

          (ii) provided that the relevant securities have not yet been delivered, clearly informed of: 

               (A) their right to withdraw any acceptance of the qualifying public offer where that acceptance was communicated before receipt of the notification in (i);

               (B) the date on which the qualifying public offer closes, being the date by which any right of withdrawal must be exercised; and

               (C) the steps that the client must take to exercise the right of withdrawal.

A firm must only continue to facilitate the qualifying public offer if it determines that it is appropriate for it to do so. 

A qualifying public offer is open to the public during the period in which a person may respond to that qualifying public offer to buy or subscribe for the relevant securities in question. 

Where relevant securities are purchased or subscribed through a person other than the POP operator (including directly with the issuer), the POP operator must ensure that investors are provided with the same information and opportunity to withdraw as are specified in COBS 23.7.1R(3)(d).

• A firm must:
• (1) establish, implement and maintain clear and effective policies and procedures for complying with its obligations under this chapter;
• (2) set out in writing the policies and procedures in (1) and have them approved by its governing body or senior personnel;
• (3) assess and periodically review (at least every 12 months):   
•     (a) the effectiveness of the policies in (1); and
•     (b) the firm’s compliance with those policies and procedures and with its obligations in this chapter;
• (4) following the review in (3), take appropriate steps to address any deficiencies in the policies and procedures or in the firm’s compliance with its obligations; and
• (5) establish, implement and maintain robust governance arrangements and internal control mechanisms designed to ensure the firm’s compliance with (1) to (4).

A firm’s systems and controls must be sufficiently robust to ensure that: 

(1) its assessment that it is appropriate to facilitate a qualifying public offer; and

(2) its disclosure summary,

are subject to sufficient checks and governance.

The requirements in this section complement but are without prejudice to the broader requirements relating to firms' systems and controls in SYSC.

A firm must set out in its relevant terms and conditions or written agreements with each issuer that the issuer must: 

   (1) disclose all reasonably required information in order for the firm to meet its due diligence obligations in COBS 23;

   (2) disclose whether the issuer will raise (or is likely to raise) additional funds by other means while the qualifying public offer is open;

   (3) (during the period in which the qualifying public offer is open) give sufficiently detailed notice to the firm as soon as reasonably practicable upon becoming aware of any material: 

        (a) changes, or proposed changes, to its business;

        (b) changes to the information provided to the firm; or

        (c) omissions from, or mistakes or inaccuracies in, the information provided to the firm; and

   (4) enable clients who agree to buy or subscribe to the relevant securities to exercise the right to withdraw their acceptance while the qualifying public offer is open in the circumstances specified in COBS 23.7.1R(2).

In relation to each qualifying public offer that it facilitates, a firm must: 

(1) retain the information obtained for the purposes of this chapter; and

(2) make an adequate record of the due diligence undertaken in compliance with COBS 23, including, but not limited to:

     (a) the basis on which the firm satisfied itself that it was appropriate to facilitate the qualifying public offer; or 

     (b) where the firm determines that it would not be appropriate to facilitate the qualifying public offer, the basis on which the firm made that decision, including the reason.

A firm must retain the information and records in COBS 23.8.5R for a period of at least 5 years from the date on which: 

(1) the relevant qualifying public offer closes; or 

(2) the determination that it would not be appropriate to facilitate the qualifying public offer was made.

(1) This rule applies to a POP operator that provides the means by which both qualifying public offers and offers of relevant securities to the public in the United Kingdom which are not qualifying public offers (‘non-qualifying offers’) are made.

(2) In relation to a non-qualifying offer, a POP operator must explain in its policies any substantive differences between the due diligence that it carries out in respect of whether to facilitate those offers in comparison to qualifying public offers. 

(3) The POP operator must ensure that the policy in (2) is easily accessible to its clients.

While, other than this section, the detailed requirements of COBS 23 do not apply to firms facilitating non-qualifying offers, other rules in the Handbook will be relevant, including (but not limited to) Principle 12 and PRIN 2A (provided that the distribution chain involves a retail customer) and COBS 4.