One promoter, three papers

The shop

Nia is a promoter who already knows the distribution story from the FS-1.2 chapter. PlacingCo is a Mauritius company with a distribution letter. Its shop places units of a Luxembourg UCITS with professional investors here. It does not manage the scheme. It does not deal as principal on an exchange. The complaints file, the product list and the distribution agreements are in the drawer.

This case is the week she tries to make that one letter do two further jobs. The people are fictional. The codes are the ones the licence chapters already separate: FS-1.2, FS-1.1, and a CIS manager under the Securities Act.

The week

Monday. A professional investor asks PlacingCo to introduce the UCITS. That is the work the letter already describes. Compliance logs the agreement. Nothing in the conversation asks PlacingCo to hold a SEM seat or to run a portfolio.

Tuesday. The same investor says, “Your people already know us. Just run the cash until we decide, with discretion.” Nia tells the board the distribution letter is broad enough, because the clients are the same humans.

Wednesday. Nia’s slide adds a Mauritius unit trust: two hundred members of the public, one NAV, one prospectus. The slide calls PlacingCo the manager “since we are already in funds.” The CIS itself has no authorisation on the file. There is no custodian and no CIS administrator in the picture.

Thursday. Counsel lays three folders on the desk and refuses to put Tuesday’s mandate or Wednesday’s scheme into Monday’s folder.

Friday. Nia asks which single fee would “cover the group.” The fee schedule is not the question. The question is which activity is specified on which letter.

What they ask

Papers next door

An investment dealer’s book is a Securities Act dealer permission, not a line on the placing agreement. Crowdfunding is another FS-1 code. A Global Business Licence is not any of these three. The assets-management chapter follows Harbour and Reef through one mandate. The distribution chapter follows PlacingCo through one placing. This file is what happens when one promoter puts those weeks on the same slide. Keep the folders separate when you answer her.

The statute

Financial Services Act section 14 is the application, and section 18(1) is how the Commission writes the activity onto the letter. The Second Schedule lists assets management and distribution as separate activities. The Securities Act is where the CIS manager’s book lives, beside the scheme’s own authorisation. Section 18 does not imply Tuesday’s discretion or Wednesday’s NAV because Monday’s clients came back.

Read the letter you have. Then ask which desk is now doing the work. That is the whole method, applied once across three codes instead of inside one chapter.