The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

Publication Date:January 01, 2005
 
FREE EXCERPT

2005No. 1529

FINANCIAL SERVICES AND MARKETS

The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

8thJune2005

9thJune2005

1stJuly2005

ARRANGEMENT OF ARTICLES

PART I

Citation, Commencement and Interpretation

1.

Citation and commencement

2.

Interpretation: general

3.

Interpretation: unlisted companies

PART II

Controlled Activities and Controlled Investments

4.

Definition of controlled activities and controlled investments

PART III

Exemptions: Interpretation and Application

5.

Interpretation: financial promotion restriction

6.

Interpretation: communications

7.

Interpretation: real time communications

8.

Interpretation: solicited and unsolicited real time communications

8A.

Interpretation: outgoing electronic commerce communications

9.

Degree of prominence to be given to required indications

10.

Application to qualifying contracts of insurance

11.

Combination of different exemptions

PART IV

Exempt Communications: All Controlled Activities

12.

Communications to overseas recipients

13.

Communications from customers and potential customers

14.

Follow up non-real time communications and solicited real time communications

15.

Introductions

16.

Exempt persons

17.

Generic promotions

17A.

Communications caused to be made by unauthorised persons

18.

Mere conduits

18A.

Electronic commerce communications: mere conduits, caching and hosting

19.

Investment professionals

20.

Communications by journalists

20A.

Promotion broadcast by company director etc.

20B.

Incoming electronic commerce communications

PART V

Exempt Communications: Deposits and Insurance

21.

Interpretation: relevant insurance activity

22.

Deposits: non-real time communications

23.

Deposits: real time communications

24.

Relevant insurance activity: non-real time communications

25.

Relevant insurance activity: non-real time communications reinsurance and large risks

26.

Relevant insurance activity: real time communications

PART VI

Exempt Communications: Certain Controlled Activities

27.

Application of exemptions in this Part

28.

One off non-real time communications and solicited real time communications

28A.

One off unsolicited real time communications

28B.

Real time communications: introductions in connection with qualifying credit

29.

Communications required or authorised by enactments

30.

Overseas communicators: solicited real time communications

31.

Overseas communicators: non-real time communications to previously overseas customers

32.

Overseas communicators: unsolicited real time communications to previously overseas customers

33.

Overseas communicators: unsolicited real time communications to knowledgeable customers

34.

Governments, central banks etc.

35.

Industrial and provident societies

36.

Nationals of EEA States other than United Kingdom

37.

Financial markets

38.

Persons in the business of placing promotional material

39.

Joint enterprises

40.

Participants in certain recognised collective investment schemes

41.

Bearer instruments: promotions required or permitted by market rules

42.

Bearer instruments: promotions to existing holders

43.

Members and creditors of certain bodies corporate

44.

Members and creditors of open-ended investment companies

45.

Group companies

46.

Qualifying credit to bodies corporate

47.

Persons in the business of disseminating information

48.

Certified high net worth individuals

49.

High net worth companies, unincorporated associations etc.

50.

Sophisticated investors

50A.

Self-certified sophisticated investors

51.

Associations of high net worth or sophisticated investors

52.

Common interest group of a company

53.

Settlors, trustees and personal representatives

54.

Beneficiaries of trust, will or intestacy

55.

Communications by members of professions

55A.

Non-real time communications by members of professions

56.

Remedy following report by Parliamentary Commissioner for Administration

57.

Persons placing promotional material in particular publications

58.

Acquisition of interest in premises run by management companies

59.

Annual accounts and directors' report

60.

Participation in employee share schemes

61.

Sale of goods and supply of services

62.

Sale of body corporate

63.

Takeovers of relevant unlisted companies: interpretation

64.

Takeovers of relevant unlisted companies

65.

Takeovers of relevant unlisted companies: warrants etc.

66.

Takeovers of relevant unlisted companies: application forms

67.

Promotions required or permitted by market rules

68.

Promotions in connection with admission to certain EEA markets

69.

Promotions of securities already admitted to certain markets

70.

Promotions included in listing particulars etc.

71.

Material relating to prospectus for public offer of unlisted securities

72.

Pension products offered by employers

73.

Advice centres

74.

Revocation

SCHEDULES

SCHEDULE 1

Controlled Activities and Controlled Investments

Part I

Controlled activities

Part II

Controlled investments

SCHEDULE 2

Countries and Territories

SCHEDULE 3

Markets and Exchanges

Part I

Criteria for relevant EEA markets

Part II

Certain investment exchanges operating relevant EEA markets

Part III

Certain non-EEA investment exchanges operating relevant markets

Part IV

Other relevant markets

SCHEDULE 4

Takeovers of relevant unlisted companies

Part I

Requirements relating to the offer

Part II

Accompanying material

Part III

Additional material available for inspection

SCHEDULE 5

Statements for certified high net worth individuals and self-certified sophisticated investors

Part I

Statement for certified high net worth individuals

Part II

Statement for self-certified sophisticated investors

SCHEDULE 6

Revocation

The Treasury, in exercise of the powers conferred on them by section 21(5), (6), (9) and (10), and section 428(3) of, and paragraph 25 of Schedule 2 to, the Financial Services and Markets Act 2000( 1), hereby make the following Order:

PART I

Citation, Commencement and Interpretation

Citation and commencement

1. This Order may be cited as the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and comes into force on 1st July 2005.

Interpretation: general

2.-(1) In this Order, except where the context otherwise requires-

"the 1985 Act" means the Companies Act 1985( 2);

"the 1986 Order" means the Companies (Northern Ireland) Order 1986( 3);

"the Act" means the Financial Services and Markets Act 2000;

"close relative" in relation to a person means-

(a) his spouse;(b) his children and step-children, his parents and step-parents, his brothers and sisters and his step-brothers and step-sisters; and(c) the spouse of any person within sub-paragraph (b);

"controlled activity" has the meaning given by article 4 and Schedule 1;

"controlled investment" has the meaning given by article 4 and Schedule 1;

"deposit" means a sum of money which is a deposit for the purposes of article 5 of the Regulated Activities Order;

"equity share capital" has the meaning given in the 1985 Act or in the 1986 Order;

"financial promotion restriction" has the meaning given by article 5;

"government" means the government of the United Kingdom, the Scottish Administration, the Executive Committee of the Northern Ireland Assembly, the National Assembly for Wales and any government of any country or territory outside the United Kingdom;

"instrument" includes any record whether or not in the form of a document;

"international organisation" means any body the members of which comprise-

(a) states including the United Kingdom or another EEA State; or(b) bodies whose members comprise states including the United Kingdom or another EEA State;

"overseas communicator" has the meaning given by article 30;

"previously overseas customer" has the meaning given by article 31;

"publication" means-

(a) a newspaper, journal, magazine or other periodical publication;(b) a web site or similar system for the electronic display of information;(c) any programme forming part of a service consisting of the broadcast or transmission of television or radio programmes;(d) any teletext service, that-is to say a service consisting of television transmissions consisting of a succession of visual displays (with or without accompanying sound) capable of being selected and held for separate viewing or other use;

"qualifying contract of insurance" has the meaning given in the Regulated Activities Order;

"qualifying credit" has the meaning given by paragraph 10 of Schedule 1;

"the Regulated Activities Order" means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001( 4);

"relevant insurance activity" has the meaning given by article 21;

"relevant investment activities" has the meaning given by article 30;

"solicited real time communication" has the meaning given by article 8;

"units", in a collective investment scheme, has the meaning given by Part XVII of the Act;

"unsolicited real time communication" has the meaning given by article 8.

(2) References to a person engaging in investment activity are to be construed in accordance with subsection (8) of section 21 of the Act; and for these purposes, "controlled activity" and "controlled investment" in that subsection have the meaning given in this Order.

Interpretation: unlisted companies

3.-(1) In this Order, an "unlisted company" means a body corporate the shares in which are not-

(a) listed or quoted on an investment exchange whether in the United Kingdom or elsewhere;(b) shares in respect of which information is, with the agreement or approval of any officer of the company, published for the purpose of facilitating deals in the shares indicating prices at which persons have dealt or are willing to deal in them other than persons who, at the time the information is published, are existing members of a relevant class; or(c) subject to a marketing arrangement which accords to the company the facilities...

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