Elixium Regulatory Documentation

Our current Rulebook and Circulars may be viewed in this section.

Rulebook 21.05.2016

Table of Contents

1 DEFINITIONS, INTERPRETATION AND CONSTRUCTION
2 ELIXIUM AND APPLICABILITY OF THE RULES
3 PARTICIPATION IN THE ELIXIUM PLATFORM
4 THE ELIXIUM PLATFORM
5 FINANCIAL PRODUCTS TRADED ON THE ELIXIUM PLATFORM
6 TRADING RULES
7 CLEARING, SETTLEMENT, PRESCRIBED DOCUMENTATION AND ELIXIUM GMRAS
8 ELIXIUM POWERS, DISCIPLINARY ACTION AND THE APPEALS PANEL
9 CO-OPERATION WITH REGULATORY AUTHORITIES
10 OTHER PROVISIONS
11 GOVERNING LAW AND JURISDICTION
  FINANCIAL PRODUCT SPECIFICATION 1  SPECIMEN DRAFT

1             Definitions, Interpretation and Construction

1.1          Definitions

In this Rulebook unless the context otherwise requires the following words and expressions shall have the following meanings:

“Appeals Panel” means the committee, which is responsible for disciplinary matters and which shall be constituted in accordance with Rule 8.4;

“Applicant” means a person applying to become a Participant in accordance with Rule 3;

“Authorised Agency Letter” means a letter addressed to Elixium which shall have been executed by the Authorised Agent and which must be in a form and substance satisfactory to Elixium;

“Auctions” shall have the meaning set out at Rule 6.5.1;

“Authorised Agent” means an agent that has executed an Authorised Agency Letter and that has been approved by Elixium to act as an Authorised Agent in respect of the Participant(s) set out in the relevant Schedule 1;

“Authorised Representative(s)” means an authorised representative of the Participant, which in the case of an Authorised Agent shall be taken to include a party providing the Authorised Agent or the Participant as the case may be with middle office, back office, collateral management, or other administrative services and/or as may be further described in these Rules, and where the Participant is acting through an Authorised Agent, the terms shall include the specified representatives of the Authorised Agent;

“Bilateral Settlement” shall have the meaning set out in Rule 7.3;

“Cash Equivalent Value” or “CEV” means the market value of securities (which may be debt, equity, hybrid securities or any other item designated by Elixium as being a security) delivered by one Elixium Participant to the other Elixium  Participant in meeting their Elixium Transaction obligations as set out in these Rules, and following the application of the relevant collateral haircuts that are listed or otherwise referred to on the Elixium Platform. Such value is to be maintained throughout the lifetime of such Elixium Transaction and shall be based inter alia on the prevailing haircuts specified or otherwise referred to by Elixium as being in force on each day;

“CCP” means a central counterparty, which (i) in the case of CCP settlement in accordance with Rule 7.1 means, any person listed by Elixium as providing central counterparty clearing services in respect of particular Financial Products as set out in the relevant Circular when acting in its capacity as a party providing CCP settlement; or (ii) in the case of a CCP acting as a Participant, the CCP acting in its capacity as a Participant;

“CCP Clearing and Settlement” shall have the meaning set out in Rule 7.1;

“Central Limit Order Book” means that part of the Elixium Platform described in Rule 6.2.1;

“Circular” means a communication described as such and published (on the Elixium Website or otherwise) or issued by Elixium, and may be addressed to Participants generally or to a specific category of Participants;

“Clearing Member” means a clearing member of the relevant CCP;

“Collateral Upgrade Transaction” shall have the meaning set out at Rule 6.7.1;

“Combination Order” means an Order, which states that two or more Orders must be executed simultaneously;

“Competent Regulatory Authority” means a regulatory authority or body with (i) locus and remit over the activities of the Elixium Platform in whatever jurisdiction in which the Elixium Platform operates; and/or (ii) in the case of a Participant, locus and remit over the activities of all or any part of the Participant whether in connection with the Elixium Platform or otherwise;

“Confidential Information” means unless otherwise contemplated in these Rules,      (including all  Circulars issued thereunder), and/or the Participation Agreement, and/or the Authorised Agency Letter and/or the Elixium Platform: Orders, Elixium Transactions, Counterparty Credit Limits, Products that the Participant is willing to trade, Elixium know how, and the method and operation of the Elixium Platform;

“Connected Party” means that a party will be a Connected Party if:

(i) it is a Participant and it is acting through the same Authorised Agent as another Participant; or

(ii) it is a Participant and is within the same group of companies as another Participant;

 

“Credit Model” means the technological function issued by Elixium and described as such on the Elixium Website;

“Data Distribution Agreement” means the agreement (if any) described as such and entered into between the Participant and Elixium;

“Eligibility Criteria” means the criteria for eligibility for Participation on the Elixium Platform as set out in Rule 3.2;

“Elixium GMRA” means a SIFMA/ICMA Global Master Repurchase Agreement April 2011 Version including a completed  Elixium bespoke Annex 1 thereto , an Annex II, the Gilts Annex  2011 ( where applicable),the Equities Annex 2011 ( where applicable) the Bills Annex 2011 ( where applicable)  the Agency Annex 2011in circumstances in which one of the Participants is acting through an Authorised Agent, or a double Agency Annex provided by Elixium in those circumstances in which both Participants are acting through Authorised Agents, together with such other additional annexes as may be added and/or amended and/ or deleted from time to time, in accordance with the Participation Agreement, and /or these Rules and/or Circular(s), and in the form as published from time to time on the Elixium website;

“Elixium Participant” or “Participant” means a party that is a participant on the Elixium Platform and “Participation” shall be construed accordingly;

“Elixium Participant Counterparty” means in respect of a Participant, ( that Participant being the “First Participant”), a Participant that has entered into an Elixium Transaction with the First Participant;

“Elixium Platform” means the Elixium multilateral trading facility (“MTF”) of which the Applicant is or has applied to become a Participant;

“Elixium Rules” or “these Rules” means the rules in force of the Elixium Platform from time to time;

“Elixium Transactions” means transactions which are Financial Products and which are executed on the Elixium Platform;

“Elixium Website” means www.elixium.com or such replacement website specified as such by Elixium;

“Error Collar” means the technological function in the System, which if specified in the relevant Financial Product Specification as being applicable, operates to either prevent an Order being entered into the System by a Participant, and/or to reject such an Order as further detailed in the relevant Financial Product Specification;

“Event of Default” shall have the meaning set out n the relevant Prescribed Documentation;

“FCA” means the Financial Conduct Authority of the United Kingdom or any successor, substituted, or replacement authority in the United Kingdom having regulatory oversight of multilateral trading facilities;

“Fee(s)” means the fee(s) specified as such in the Fee Schedule to which shall be added any relevant sales tax and/or government duty and/or impost as applicable;

“Fee Schedule” means the fee schedule published by Elixium on the Elixium Website as the same may be amended from time to time by Elixium in accordance with the Participation Agreement;

“Financial Products” means the financial instruments admitted to trading on the Elixium Platform from time to time as set in the relevant Financial Product Specification;

“Financial Product Specification” means the specification or specifications described as such and which form part of these Rules and which are published on the Elixium Website;

“Force Majeure” means any acts, events, omissions or accidents or circumstance not within Elixium’s reasonable control including, without limitation:

acts of God, flood, drought, storms, earthquakes or other natural disaster; epidemic or pandemic,  pestilence, terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations, nuclear, chemical or biological contamination, electromagnetic disturbances, black outs, brown outs or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action, sabotage, cyber attack or lockouts or interruption or failure of a utility service;

“FSMA” means the Financial Services and Markets Act 2000;

“ICMA” means the International Capital Markets Association or such successor or replacement organisation;

“IOI” or “Indications of Interest” shall have the meaning set out in Rule 6.4.1;

“Insolvency Event” means in respect of a Participant or an Authorised Agent as the case may be:

(i)     that an order is made by a court of competent jurisdiction, or a resolution is passed, for the liquidation, bankruptcy or administration of such Participant or Authorised Agent as the case may be or a notice of appointment of a bankruptcy trustee or administrator of such Participant or Authorised Agent as the case may be  is filed with a court of competent jurisdiction;

(ii)  the appointment of a manager, receiver, administrative receiver, administrator, trustee or other similar officer of such Participant or of such Authorised Agent as the case may be or in respect of any part or any of assets the Participant or the Authorised Agent as the case may be;

(iii)   such Participant or as the case may be Authorised Agent convenes a meeting of its creditors generally or makes or proposes any arrangement or composition with, or any assignment for the benefit of, its creditors generally (otherwise than in the course of a reorganisation or restructuring previously approved in writing by Elixium);

(iv) such Participant or Authorised Agent as the case may be is unable to pay its debts as they become due or admits in writing its inability to pay its debts as they are due or is insolvent;

(v)   a petition is presented for the winding up of the Participant or Authorised Agent as the case may be, provided that an Insolvency Event shall not have occurred due to the filing of  a winding-up petition which is discharged, stayed or dismissed within thirty (30) days of commencement; or

(vi) any action occurs in respect of any Participant or Authorised Agent as the case may be in any jurisdiction which is analogous to any of those set out in sub-paragraphs (i), (ii), (iii), (iv) or (v) immediately above.

“Intellectual Property Rights” means patents, trademarks, service marks, rights in logos, get up, trade names, internet domain names, rights in designs, copyright               (including rights in computer software) and moral rights, certification marks, database rights, semi-conductor topography rights, utility models, trade secrets, inventions, rights in know how ( which shall mean commercial information and techniques in any form including drawings, formulae, processes, schematics, business methods, drawings, prototypes, models, designs, test results, reports, project reports, and testing procedures, instruction and training models, tables of operating conditions, market forecasts and lists and particulars of customers, members and suppliers) and all other intellectual property or proprietary rights, in each case whether registered or unregistered and including all applications for registration, and all rights or forms of protection having equivalent or similar effect which may now or in the future  subsist in, apply to or are enforceable in any jurisdiction in the world;

“Market Abuse” has the meaning given to it in Section 118 of FSMA;

“Market Model” means any of: the Central Limit Order Book, an Auction, an RFQ, an IOI, an Unwind Transaction, or a Collateral Upgrade Transaction;

“Matching” or “Match” means the matching of one Order against one or more  opposite Order(s) in accordance with these Rules and the relevant Trading Mechanics Circular, the result of which is the creation of an Elixium Transaction;

“MiFID” means the Markets in Financial Instruments Directive (2004/39/EC);

“Multilateral Trading Facility or “MTF” shall have the meaning set out in MiFID;

“Order” means an order submitted by a Participant to raise cash against the provision of collateral, (the Participant raising cash shall be known as the seller of the collateral and shall be making an offer to sell collateral), or to provide cash against the receipt of collateral (the Participant providing cash shall be known as the buyer of collateral and shall be making a bid to buy collateral), or in the case of a Collateral Upgrade Transaction to exchange one type of collateral against the other;

“Participation Agreement” means in respect of each Participant, the Agreement described as such and entered into by or on behalf of a Participant with Elixium; 

“Participant” means a party that is a participant on the Elixium Platform and “Participation” shall be construed accordingly;

“Participant Data” means Elixium Orders, Requests for Quote, Indications of Interest, Transaction(s) and pricing data submitted to the System by or on behalf of the Participant;

“ Prescribed Documentation” shall have the meaning set out in Rule 7.4;

“Request for Quote” or “RFQ” shall have the meaning set out in Rule 6.3;

“Stay or Licensing Event” means that the Participant or the Authorised Agent as the case may be (i) becomes subject to a special resolution regime (as determined by Elixium), or is otherwise estopped on a temporary or a permanent basis from performing its obligations under all or any Prescribed Documentation;  (ii) has a material regulatory license suspended or revoked and the existence or the operation of the license is key to Elixium’s continuing determination that the Participant meets the eligibility criteria either by itself or as a result of its Authorised Agent;

“System” means the electronic trading platform which incorporates various software, firmware and hardware and which is known as the Elixium Platform;

“Trading Day” means a day on which the Elixium Platform is open for business as indicated in the calendar published by Elixium on the Elixium Website;

“Tradition” means Tradition (UK) Limited, a private limited company with its registered office at Beaufort House, 15 St Botolph Street, London EC3A 7QX and with registered number 00937647;

“Triparty Agent” means any person listed by Elixium as providing triparty services in respect of particular Financial Products as set out in the relevant Circular;

“Triparty Agreement” means the agreement described as such and entered into between the Triparty Agent and the Participant;

“Triparty Settlement” shall have the meaning set out in Rule 7.2; and

“Unwind Transaction” shall have the meaning set out in Rule 6.6.1.

 

1.2              Interpretation and Construction

1.2.1             Capitalised terms used herein and not defined herein shall have the meaning given to them in the Participation Agreement and /or the Authorised Agency Letter as the case may be.

1.2.2             Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

1.2.3             Unless otherwise stated, references to any Rule are to those contained in this Rulebook.

1.2.4             Headings are for convenience only and shall not affect the interpretation of this Rulebook.

1.2.5             References to statutes, statutory instruments, rules of a regulatory authority or provisions thereof shall be construed as references to any of the foregoing as the same may be amended, extended, varied or replaced from time to time.

1.2.6             A reference to a time shall mean Coordinated Universal Time (“UTC”) unless otherwise stated.

1.2.7             The Financial Product Specifications, and Circulars shall form part of this Rulebook, notwithstanding that they may be referred to separately.