Financial Services and Markets Act 2000

The matters with respect to which provision may be made under section 71K in respect of activities include (but are not limited to) those described in general terms in this Schedule.

Derivatives

2

Activities related to entering into derivative contracts (including those contracts not cleared by a central counterparty).

3

Holding positions in commodity derivatives.

Short selling

4

Engaging in short selling in relation to specified financial instruments (“shorted instruments”) including where—

• (a) a person enters into a transaction which creates, or relates to, another financial instrument, and

• (b) the effect (or one of the effects) of the transaction is to confer a financial advantage on that person in the event of a decrease in the price or value of the shorted instrument.

Securitisation

5

Acting as one of the following in a securitisation—

• (a) an originator,

• (b) a sponsor,

• (c) an original lender, or

• (d) a securitisation special purpose entity.

6

Selling a securitisation position to a retail client located in the United Kingdom.

Financial markets

7

Offering securities to the public.

8

Applying for, securing or maintaining the admission of securities to trading on a securities market.

Using a benchmark

9

Issuing an instrument which references a benchmark.

10

Determining the amount payable under an instrument or financial contract by reference to a benchmark or otherwise being a party to a financial contract which references a benchmark.

11

Measuring the performance of an investment fund through a benchmark.

Contributing to a benchmark

12

Acting as a “benchmark contributor” including persons in the United Kingdom or a third country.

13

Contributing data to a regulated benchmark administrator for the purpose of the administrator determining a benchmark.

SCHEDULE 6C — LISTED DESIGNATED ACTIVITY REGULATIONS AND REQUIREMENTS FOR PURPOSES OF CERTAIN PROVISIONS

PART 1 — PROVISIONS DESIGNATING RELEVANT DESIGNATED ACTIVITIES

Part 2 of the Short Selling Regulations 2025.

Part 2 of the Consumer Composite Investments (Designated Activities) Regulations 2024.

Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.

PART2 — RELEVANT PART 5A REQUIREMENTS FOR PURPOSES OF SPECIFIED PROVISIONS

Provision of this Act	Designated activity regulations	Descriptions of requirement
Part 11	(1) Short Selling Regulations 2025.(2) Consumer Composite Investments (Designated Activities) Regulations 2024.(3) Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.	(1) Requirements imposed by designated activity rules.(2) Requirements imposed by directions under section 71O.
Part 14	(1) Short Selling Regulations 2025.(2) Consumer Composite Investments (Designated Activities) Regulations 2024.(3) Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.	(1) Requirements imposed by designated activity rules.(2) Requirements imposed by directions under section 71O.(3) Requirements imposed by or under Part 11 by reason of the person concerned being, or having been, subject to a requirement of a kind mentioned in paragraph (1) or (2).(4) Requirements imposed under section 206B.

PART 3 — RELEVANT PART 5A DIRECTIONS FOR PURPOSES OF CHAPTER 2 OF PART 5A

Designated activity regulations	Excluded directions
Short Selling Regulations 2025.
Consumer Composite Investments (Designated Activities) Regulations 2024.	A direction that the FCA publishes under section 71O(9) instead of proceeding under section 71O(8).
Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.

SCHEDULE 7

The Authority as Competent Authority for Part VI

General

1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The Authority’s general functions

2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Duty to consult

3

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Rules

4

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Statements of policy

5

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Penalties

6

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fees

7

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Exemption from liability in damages

8

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 8

Transfer of functions under Part VI

The power to transfer

1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Supplemental

2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 9

General application of Part VI

1

The provisions of Part VI apply in relation to a non-listing prospectus as they apply in relation to listing particulars but with the modifications made by this Schedule.

References to listing particulars

2

• (1) Any reference to listing particulars is to be read as a reference to a prospectus.

• (2) Any reference to supplementary listing particulars is to be read as a reference to a supplementary prospectus.

General duty of disclosure

3

• (1) In section 80(1), for “section 79” substitute “ section 87 ”.

• (2) In section 80(2), omit “as a condition of the admission of the securities to the official list”.

Supplementary prospectuses

4

In section 81(1), for “section 79 and before the commencement of dealings in the securities concerned following their admission to the official list” substitute “ section 87 and before the end of the period during which the offer to which the prospectus relates remains open ”.

Exemption from liability for compensation

5

• (1) In paragraphs 1(3) and 2(3) of Schedule 10, for paragraph (d) substitute—

(d) the securities were acquired after such a lapse of time that he ought in the circumstances to be reasonably excused and, if the securities are dealt in on an approved exchange, he continued in that belief until after the commencement of dealings in the securities on that exchange.

• (2) After paragraph 8 of that Schedule, insert—

(9) “Approved exchange” has such meaning as may be prescribed.

Advertisements

6

In section 98(1), for “If listing particulars are, or are to be, published in connection with an application for listing,” substitute “ If a prospectus is, or is to be, published in connection with an application for approval, then, until the end of the period during which the offer to which the prospectus relates remains open, ”.

Fees

7

Listing rules made under section 99 may require the payment of fees to the competent authority in respect of a prospectus submitted for approval under section 87.

SCHEDULE 10 — Compensation: Exemptions

Statements believed to be true

1

• (1) In this paragraph “statement” means—

• (a) any untrue or misleading statement in listing particulars; or

• (b) the omission from listing particulars of any matter required to be included by section 80 or 81.

• (2) A person does not incur any liability under section 90(1) for loss caused by a statement if he satisfies the court that, at the time when the listing particulars were submitted to the FCA, he reasonably believed (having made such enquiries, if any, as were reasonable) that—

• (a) the statement was true and not misleading, or

• (b) the matter whose omission caused the loss was properly omitted,

and that one or more of the conditions set out in sub-paragraph (3) are satisfied.

• (3) The conditions are that—

• (a) he continued in his belief until the time when the securities in question were acquired;

• (b) they were acquired before it was reasonably practicable to bring a correction to the attention of persons likely to acquire them;

• (c) before the securities were acquired, he had taken all such steps as it was reasonable for him to have taken to secure that a correction was brought to the attention of those persons;

• (d) he continued in his belief until after the commencement of dealings in the securities following their admission to the official list and they were acquired after such a lapse of time that he ought in the circumstances to be reasonably excused.

Statements by experts

2

• (1) In this paragraph “statement” means a statement included in listing particulars which—

• (a) purports to be made by, or on the authority of, another person as an expert; and

• (b) is stated to be included in the listing particulars with that other person’s consent.

• (2) A person does not incur any liability under section 90(1) for loss in respect of any securities caused by a statement if he satisfies the court that, at the time when the listing particulars were submitted to the FCA, he reasonably believed that the other person—

• (a) was competent to make or authorise the statement, and

• (b) had consented to its inclusion in the form and context in which it was included,

and that one or more of the conditions set out in sub-paragraph (3) are satisfied.

• (3) The conditions are that—

• (a) he continued in his belief until the time when the securities were acquired;

• (b) they were acquired before it was reasonably practicable to bring the fact that the expert was not competent, or had not consented, to the attention of persons likely to acquire the securities in question;

• (c) before the securities were acquired he had taken all such steps as it was reasonable for him to have taken to secure that that fact was brought to the attention of those persons;

• (d) he continued in his belief until after the commencement of dealings in the securities following their admission to the official list and they were acquired after such a lapse of time that he ought in the circumstances to be reasonably excused.

Corrections of statements

3

• (1) In this paragraph “statement” has the same meaning as in paragraph 1.

• (2) A person does not incur liability under section 90(1) for loss caused by a statement if he satisfies the court—

• (a) that before the securities in question were acquired, a correction had been published in a manner calculated to bring it to the attention of persons likely to acquire the securities; or

• (b) that he took all such steps as it was reasonable for him to take to secure such publication and reasonably believed that it had taken place before the securities were acquired.

• (3) Nothing in this paragraph is to be taken as affecting paragraph 1.

Corrections of statements by experts

4

• (1) In this paragraph “statement” has the same meaning as in paragraph 2.

• (2) A person does not incur liability under section 90(1) for loss caused by a statement if he satisfies the court—

• (a) that before the securities in question were acquired, the fact that the expert was not competent or had not consented had been published in a manner calculated to bring it to the attention of persons likely to acquire the securities; or

• (b) that he took all such steps as it was reasonable for him to take to secure such publication and reasonably believed that it had taken place before the securities were acquired.

• (3) Nothing in this paragraph is to be taken as affecting paragraph 2.

Official statements

5

A person does not incur any liability under section 90(1) for loss resulting from—

• (a) a statement made by an official person which is included in the listing particulars, or

• (b) a statement contained in a public official document which is included in the listing particulars,

if he satisfies the court that the statement is accurately and fairly reproduced.

False or misleading information known about

6

A person does not incur any liability under section 90(1) or (4) if he satisfies the court that the person suffering the loss acquired the securities in question with knowledge—

• (a) that the statement was false or misleading,

• (b) of the omitted matter, or

• (c) of the change or new matter,

as the case may be.

Belief that supplementary listing particulars not called for

7

A person does not incur any liability under section 90(4) if he satisfies the court that he reasonably believed that the change or new matter in question was not such as to call for supplementary listing particulars.

Meaning of “expert”

8

“Expert” includes any engineer, valuer, accountant or other person whose profession, qualifications or experience give authority to a statement made by him.

SCHEDULE 10A — LIABILITY OF ISSUERS IN CONNECTION WITH PUBLISHED INFORMATION

PART 1 — SCOPE OF THIS SCHEDULE

Securities to which this Schedule applies

1

• (1) This Schedule applies to securities that are, with the consent of the issuer, admitted to trading on a securities market, where—

• (a) the market is situated or operating in the United Kingdom, or

• (b) the United Kingdom is the issuer's home State.

• (2) For the purposes of this Schedule—

• (a) an issuer of securities is not taken to have consented to the securities being admitted to trading on a securities market by reason only of having consented to their admission to trading on another market as a result of which they are admitted to trading on the first-mentioned market;

• (b) an issuer who has accepted responsibility (to any extent) for any document prepared for the purposes of the admission of the securities to trading on a securities market (such as a prospectus or listing particulars) is taken to have consented to their admission to trading on that market.

• (3) For the purposes of this Schedule the United Kingdom is the home State of an issuer if—

• (a) the transparency rules impose requirements on the issuer in relation to the securities, or

• (b) the issuer has its registered office (or, if it does not have a registered office, its head office) in the United Kingdom.

Published information to which this Schedule applies

2

• (1) This Schedule applies to information published by the issuer of securities to which this Schedule applies—

• (a) by recognised means, or

• (b) by other means where the availability of the information has been announced by the issuer by recognised means.

• (2) It is immaterial whether the information is required to be published (by recognised means or otherwise).

• (3) The following are “recognised means”—

• (a) a recognised information service;

• (b) other means required or authorised to be used to communicate information to the market in question, or to the public, when a recognised information service is unavailable.

• (4) A “recognised information service” means—

• (a) in relation to a securities market situated or operating in the United Kingdom, a service used for the dissemination of information in accordance with transparency rules;

• (b) in relation to a securities market situated or operating outside the United Kingdom, a service used for the dissemination of information corresponding to that required to be disclosed under transparency rules; or

• (c) in relation to any securities market, any other service used by issuers of securities for the dissemination of information required to be disclosed by the rules of the market.

PART 2 — LIABILITY IN CONNECTION WITH PUBLISHED INFORMATION

Liability of issuer for misleading statement or dishonest omission

3

• (1) An issuer of securities to which this Schedule applies is liable to pay compensation to a person who—

• (a) acquires, continues to hold or disposes of the securities in reliance on published information to which this Schedule applies, and

• (b) suffers loss in respect of the securities as a result of—

• (i) any untrue or misleading statement in that published information, or

• (ii) the omission from that published information of any matter required to be included in it.

• (2) The issuer is liable in respect of an untrue or misleading statement only if a person discharging managerial responsibilities within the issuer knew the statement to be untrue or misleading or was reckless as to whether it was untrue or misleading.

• (3) The issuer is liable in respect of the omission of any matter required to be included in published information only if a person discharging managerial responsibilities within the issuer knew the omission to be a dishonest concealment of a material fact.

• (4) A loss is not regarded as suffered as a result of the statement or omission unless the person suffering it acquired, continued to hold or disposed of the relevant securities—

• (a) in reliance on the information in question, and

• (b) at a time when, and in circumstances in which, it was reasonable for him to rely on it.

4

An issuer of securities to which this Schedule applies is not liable under paragraph 3 to pay compensation to a person for loss suffered as a result of an untrue or misleading statement in, or omission from, published information to which this Schedule applies if—

• (a) the published information is contained in listing particulars or a prospectus (or supplementary listing particulars or a supplementary prospectus), and

• (b) the issuer is liable under section 90 (compensation for statements in listing particulars or prospectus) to pay compensation to the person in respect of the statement or omission.

Liability of issuer for dishonest delay in publishing information

5

• (1) An issuer of securities to which this Schedule applies is liable to pay compensation to a person who—

• (a) acquires, continues to hold or disposes of the securities, and

• (b) suffers loss in respect of the securities as a result of delay by the issuer in publishing information to which this Schedule applies.

• (2) The issuer is liable only if a person discharging managerial responsibilities within the issuer acted dishonestly in delaying the publication of the information.

Meaning of dishonesty

6

For the purposes of paragraphs 3(3) and 5(2) a person's conduct is regarded as dishonest if (and only if)—

• (a) it is regarded as dishonest by persons who regularly trade on the securities market in question, and

• (b) the person was aware (or must be taken to have been aware) that it was so regarded.

Exclusion of certain other liabilities

7

• (1) The issuer is not subject—

• (a) to any liability other than that provided for by paragraph 3 in respect of loss suffered as a result of reliance by any person on—

• (i) an untrue or misleading statement in published information to which this Schedule applies, or

• (ii) the omission from any such published information of any matter required to be included in it;

• (b) to any liability other than that provided for by paragraph 5 in respect of loss suffered as a result of delay in the publication of information to which this Schedule applies.

• (2) A person other than the issuer is not subject to any liability, other than to the issuer, in respect of any such loss.

• (3) This paragraph does not affect—

• (a) civil liability—

• (i) under section 90 (compensation for statements in listing particulars ...),

• (ia) under regulation 30 of the Public Offers and Admissions to Trading Regulations 2024 (compensation for statements in prospectus etc),

• (ii) under rules made by virtue of section 954 of the Companies Act 2006 (compensation),

• (iii) for breach of contract,

• (iv) under the Misrepresentation Act 1967, or

• (v) arising from a person's having assumed responsibility, to a particular person for a particular purpose, for the accuracy or completeness of the information concerned;

• (b) liability to a civil penalty; or

• (c) criminal liability.

• (4) This paragraph does not affect the powers conferred by sections 382 and 384 (powers of the court to make a restitution order and of the Authority to require restitution).

• (5) References in this paragraph to liability, in relation to a person, include a reference to another person being entitled as against that person to be granted any civil remedy or to rescind or repudiate an agreement.

PART 3 — SUPPLEMENTARY PROVISIONS

Interpretation

8

• (1) In this Schedule—

• (a) “securities” means transferable securities as defined in Article 2(1)(24) of the markets in financial instruments regulation, other than money market instruments as defined in Article 2(1)(25A) of that regulation that have a maturity of less than 12 months (and includes instruments outside the United Kingdom);

• (b) “securities market” means—

• (i) a regulated market as defined in Article 2(1)(13) of the markets in financial instruments regulation, or

• (ii) a multilateral trading facility as defined in Article 2(1)(14) of that regulation.

• (2) References in this Schedule to the issuer of securities are—

• (a) in relation to a depositary receipt, derivative instrument or other financial instrument representing securities where the issuer of the securities represented has consented to the admission of the instrument to trading as mentioned in paragraph 1(1), to the issuer of the securities represented;

• (b) in any other case, to the person who issued the securities.

• (3) References in this Schedule to the acquisition or disposal of securities include—

• (a) acquisition or disposal of any interest in securities, or

• (b) contracting to acquire or dispose of securities or of any interest in securities,

except where what is acquired or disposed of (or contracted to be acquired or disposed of) is a depositary receipt, derivative instrument or other financial instrument representing securities.

• (4) References to continuing to hold securities have a corresponding meaning.

• (5) For the purposes of this Schedule the following are persons “discharging managerial responsibilities” within an issuer—

• (a) any director of the issuer (or person occupying the position of director, by whatever name called);

• (b) in the case of an issuer whose affairs are managed by its members, any member of the issuer;

• (c) in the case of an issuer that has no persons within paragraph (a) or (b), any senior executive of the issuer having responsibilities in relation to the information in question or its publication.

• (6) The following definitions (which apply generally for the purposes of Part 6 of this Act) do not apply for the purposes of this Schedule:

• (a) section 102A(1), (2) and (6) (meaning of “securities” and “issuer”);

• (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 11

The general rule

1

• (1) A person offers securities to the public in the United Kingdom if—

• (a) to the extent that the offer is made to persons in the United Kingdom, it is made to the public; and

• (b) the offer is not an exempt offer.

• (2) For this purpose, an offer which is made to any section of the public, whether selected—

• (a) as members or debenture holders of a body corporate,

• (b) as clients of the person making the offer, or

• (c) in any other manner,

is to be regarded as made to the public.

Exempt offers

2

• (1) For the purposes of this Schedule, an offer of securities is an “exempt offer” if, to the extent that the offer is made to persons in the United Kingdom—

• (a) the condition specified in any of paragraphs 3 to 24A is satisfied in relation to the offer; or

• (b) the condition specified in one relevant paragraph is satisfied in relation to part, but not the whole, of the offer and, in relation to each other part of the offer, the condition specified in a different relevant paragraph is satisfied.

• (2) The relevant paragraphs are 3 to 8, 12 to 18 and 21.

Offers for business purposes

3

The securities are offered to persons—

• (a) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses, or

• (b) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,

or are otherwise offered to persons in the context of their trades, professions or occupations.

Offers to limited numbers

4

• (1) The securities are offered to no more than fifty persons.

• (2) In determining whether this condition is satisfied, the offer is to be taken together with any other offer of the same securities which was—

• (a) made by the same person;

• (b) open at any time within the period of 12 months ending with the date on which the offer is first made; and

• (c) not an offer to the public in the United Kingdom by virtue of this condition being satisfied.

• (3) For the purposes of this paragraph—

• (a) the making of an offer of securities to trustees or members of a partnership in their capacity as such, or

• (b) the making of such an offer to any other two or more persons jointly,

is to be treated as the making of an offer to a single person.

Clubs and associations

5

The securities are offered to the members of a club or association (whether or not incorporated) and the members can reasonably be regarded as having a common interest with each other and with the club or association in the affairs of the club or association and in what is to be done with the proceeds of the offer.

Restricted circles

6

• (1) The securities are offered to a restricted circle of persons whom the offeror reasonably believes to be sufficiently knowledgeable to understand the risks involved in accepting the offer.

• (2) In determining whether a person is sufficiently knowledgeable to understand the risks involved in accepting an offer of securities, any information supplied by the person making the offer is to be disregarded, apart from information about—

• (a) the issuer of the securities; or

• (b) if the securities confer the right to acquire other securities, the issuer of those other securities.

Underwriting agreements

7

The securities are offered in connection with a genuine invitation to enter into an underwriting agreement with respect to them.

Offers to public authorities

8

• (1) The securities are offered to a public authority.

• (2) “Public authority” means—

• (a) the government of the United Kingdom;

• (b) the government of any country or territory outside the United Kingdom;

• (c) a local authority in the United Kingdom or elsewhere;

• (d) any international organisation the members of which include the United Kingdom or another EEA State; and

• (e) such other bodies, if any, as may be specified.

Maximum consideration

9

• (1) The total consideration payable for the securities cannot exceed 40,000 euros (or an equivalent amount).

• (2) In determining whether this condition is satisfied, the offer is to be taken together with any other offer of the same securities which was—

• (a) made by the same person;

• (b) open at any time within the period of 12 months ending with the date on which the offer is first made; and

• (c) not an offer to the public in the United Kingdom by virtue of this condition being satisfied.

• (3) An amount (in relation to an amount denominated in euros) is an “equivalent amount” if it is an amount of equal value, calculated at the latest practicable date before (but in any event not more than 3 days before) the date on which the offer is first made, denominated wholly or partly in another currency or unit of account.

Minimum consideration

10

• (1) The minimum consideration which may be paid by any person for securities acquired by him pursuant to the offer is at least 40,000 euros (or an equivalent amount).

• (2) Paragraph 9(3) also applies for the purposes of this paragraph.

Securities denominated in euros

11

• (1) The securities are denominated in amounts of at least 40,000 euros (or an equivalent amount).

• (2) Paragraph 9(3) also applies for the purposes of this paragraph.

Takeovers

12

• (1) The securities are offered in connection with a takeover offer.

• (2) “Takeover offer” means—

• (a) an offer to acquire shares in a body incorporated in the United Kingdom which is a takeover offer within the meaning of the takeover provisions (or would be such an offer if those provisions applied in relation to any body corporate);

• (b) an offer to acquire all or substantially all of the shares, or of the shares of a particular class, in a body incorporated outside the United Kingdom; or

• (c) an offer made to all the holders of shares, or of shares of a particular class, in a body corporate to acquire a specified proportion of those shares.

• (3) “The takeover provisions” means—

• (a) Part XIIIA of the Companies Act 1985; or

• (b) in relation to Northern Ireland, Part XIVA of the Companies (Northern Ireland) Order 1986.

• (4) For the purposes of sub-paragraph (2)(b), any shares which the offeror or any associate of his holds or has contracted to acquire are to be disregarded.

• (5) For the purposes of sub-paragraph (2)(c), the following are not to be regarded as holders of the shares in question—

• (a) the offeror;

• (b) any associate of the offeror; and

• (c) any person whose shares the offeror or any associate of the offeror has contracted to acquire.

• (6) “Associate” has the same meaning as in—

• (a) section 430E of the Companies Act 1985; or

• (b) in relation to Northern Ireland, Article 423E of the Companies (Northern Ireland) Order 1986.

Mergers

13

The securities are offered in connection with a merger (within the meaning of Council Directive No. 78/855/EEC).

Free shares

14

• (1) The securities are shares and are offered free of charge to any or all of the holders of shares in the issuer.

• (2) “Holders of shares” means the persons who at the close of business on a date—

• (a) specified in the offer, and

• (b) falling within the period of 60 days ending with the date on which the offer is first made,

were holders of such shares.

Exchange of shares

15

The securities—

• (a) are shares, or investments of a specified kind relating to shares, in a body corporate, and

• (b) are offered in exchange for shares in the same body corporate,

and the offer cannot result in any increase in the issued share capital of the body corporate.

Qualifying persons

16

• (1) The securities are issued by a body corporate and are offered—

• (a) by the issuer, by a body corporate connected with the issuer or by a relevant trustee;

• (b) only to qualifying persons; and

• (c) on terms that a contract to acquire any such securities may be entered into only by the qualifying person to whom they were offered or, if the terms of the offer so permit, any qualifying person.

• (2) A person is a “qualifying person”, in relation to an issuer, if he is a genuine employee or former employee of the issuer or of another body corporate in the same group or the wife, husband, widow, widower or child or stepchild under the age of eighteen of such an employee or former employee.

• (3) In relation to an issuer of securities, “connected with” has such meaning as may be prescribed.

• (4) “Group” and “relevant trustee” have such meaning as may be prescribed.

Convertible securities

17

• (1) The securities result from the conversion of convertible securities and listing particulars (or a prospectus) relating to the convertible securities were (or was) published in the United Kingdom under or by virtue of Part VI or such other provisions applying in the United Kingdom as may be specified.

• (2) “Convertible securities” means securities of a specified kind which can be converted into, or exchanged for, or which confer rights to acquire, other securities.

• (3) “Conversion” means conversion into or exchange for, or the exercise of rights conferred by the securities to acquire, other securities.

Charities

18

The securities are issued by—

• (a) a charity within the meaning of—

• (i) section 96(1) of the Charities Act 1993, or

• (ii) section 35 of the Charities Act (Northern Ireland) 1964,

• (b) a recognised body within the meaning of section 1(7) of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990,

• (c) a housing association within the meaning of—

• (i) section 5(1) of the Housing Act 1985,

• (ii) section 1 of the Housing Associations Act 1985, or

• (iii) Article 3 of the Housing (Northern Ireland) Order 1992,

• (d) an industrial or provident society registered in accordance with—

• (i) section 1(2)(b) of the Industrial and Provident Societies Act 1965, or

• (ii) section 1(2)(b) of the Industrial and Provident Societies Act 1969, or

• (e) a non-profit making association or body, recognised by the country or territory in which it is established, with objectives similar to those of a body falling within any of paragraphs (a) to (c),

and the proceeds of the offer will be used for the purposes of the issuer’s objectives.

Building societies etc.

19

The securities offered are shares which are issued by, or ownership of which entitles the holder to membership of or to obtain the benefit of services provided by—

• (a) a building society incorporated under the law of, or of any part of, the United Kingdom;

• (b) any body incorporated under the law of, or of any part of, the United Kingdom relating to industrial and provident societies or credit unions; or

• (c) a body of a similar nature established in another EEA State.

Euro-securities

20

• (1) The securities offered are Euro-securities and no advertisement relating to the offer is issued in the United Kingdom, or is caused to be so issued—

• (a) by the issuer of the Euro-securities;

• (b) by any credit institution or other financial institution through which the Euro-securities may be acquired pursuant to the offer; or

• (c) by any body corporate which is a member of the same group as the issuer or any of those institutions.

• (2) But sub-paragraph (1) does not apply to an advertisement of a prescribed kind.

• (3) “Euro-securities” means investments which—

• (a) are to be underwritten and distributed by a syndicate at least two of the members of which have their registered offices in different countries or territories;

• (b) are to be offered on a significant scale in one or more countries or territories, other than the country or territory in which the issuer has its registered office; and

• (c) may be acquired pursuant to the offer only through a credit institution or other financial institution.

• (4) “Credit institution” means a credit institution as defined in Article 1(1)(a) of the banking consolidation directive.

• (5) “Financial institution” means a financial institution as defined in Article 1 of the banking consolidation directive.

• (6) “Underwritten” means underwritten by whatever means, including by acquisition or subscription, with a view to resale.

Same class securities

21

The securities are of the same class, and were issued at the same time, as securities in respect of which a prospectus has been published under or by virtue of—

• (a) Part VI;

• (b) Part III of the Companies Act 1985; or

• (c) such other provisions applying in the United Kingdom as may be specified.

Short date securities

22

The securities are investments of a specified kind with a maturity of less than one year from their date of issue.

Government and public securities

23

• (1) The securities are investments of a specified kind creating or acknowledging indebtedness issued by or on behalf of a public authority.

• (2) “Public authority” means—

• (a) the government of the United Kingdom;

• (b) the government of any country or territory outside the United Kingdom;

• (c) a local authority in the United Kingdom or elsewhere;

• (d) any international organisation the members of which include the United Kingdom or another EEA State; and

• (e) such other bodies, if any, as may be specified.

Non-transferable securities

24

The securities are not transferable.

Units in a collective investment scheme

24A

The securities are units (as defined by section 237(2)) in a collective investment scheme.

General definitions

25

For the purposes of this Schedule—

• “shares” has such meaning as may be specified; and

• “specified” means specified in an order made by the Treasury.

SCHEDULE 11A — TRANSFERABLE SECURITIES

PART 1

1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART 2

7

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 11B — CONNECTED PERSONS

PART 1 — MEANING OF “CONNECTED PERSON”

Introduction

1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Meaning of “connected person”

2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Family members

3

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Associated bodies corporate

4

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Control of a body corporate

5

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Supplementary provisions

6

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART 2 — CONNECTED PERSONS: REFERENCES TO AN INTEREST IN SHARES OR DEBENTURES

Introduction

7

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

General provisions

8

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Rights to acquire shares

9

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Right to exercise or control exercise of rights

10

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Bodies corporate

11

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Trusts

12

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 12 — Transfer schemes: certificates

Part I — Insurance Business Transfer Schemes

1

For the purposes of section 111(2) the appropriate certificate, in relation to an insurance business transfer scheme, is a certificate under paragraph 2.

Certificates as to margin of solvency

2

• (1) A certificate under this paragraph is to be given—

• (a) by the relevant authority; or

• (b) in a case in which there is no relevant authority, by the appropriate regulator.

• (2) A certificate given under sub-paragraph (1)(a) is one certifying that, taking the proposed transfer into account—

• (a) the transferee possesses, or will possess before the scheme takes effect, the necessary margin of solvency; or

• (b) there is no necessary margin of solvency applicable to the transferee.

• (3) A certificate under sub-paragraph (1)(b) is one certifying that the appropriate regulator has received from the authority which it considers to be the authority responsible for supervising persons who effect or carry out contracts of insurance in the place to which the business is to be transferred certification that, taking the proposed transfer into account—

• (a) the transferee possesses or will possess before the scheme takes effect the margin of solvency required under the law applicable in that place; or

• (b) there is no such margin of solvency applicable to the transferee .

• (4) “Necessary margin of solvency” means the margin of solvency required in relation to the transferee, taking the proposed transfer into account, under the law which it is the responsibility of the relevant authority to apply.

• (5) “Margin of solvency” means the excess of the value of the assets of the transferee over the amount of its liabilities.

• (6) “Relevant authority” means—

• (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (aa) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (b) if the transferee is a Swiss general insurer, the authority responsible in Switzerland for supervising persons who effect or carry out contracts of insurance;

• (c) if the transferee is an authorised person not falling within paragraph ... (b) —

• (i) the PRA, if the transferee is a PRA-authorised person with a Part 4A permission ...;

• (ii) the FCA, if the transferee is a person with a Part 4A permission ... but is not a PRA-authorised person.

• (7) In sub-paragraph (6), any reference to a transferee of a particular description includes a reference to a transferee who will be of that description if the proposed scheme takes effect.

• (7A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (8) “Swiss general insurer” means a body—

• (a) whose head office is in Switzerland;

• (b) which has permission to carry on regulated activities consisting of the effecting and carrying out of contracts of general insurance; and

• (c) whose permission is not restricted to the effecting or carrying out of contracts of reinsurance.

• (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certificates as to consultation

3

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certificates as to consent

3A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certificates as to long-term business

4

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certificates as to general business

5

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certificates as to legality and as to consent

5A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Interpretation of Part I

6

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part II — Banking Business Transfer Schemes

7

For the purposes of section 111(2) the appropriate certificate, in relation to a banking business transfer scheme, is a certificate under paragraph 8.

Certificates as to financial resources

8

• (1) A certificate under this paragraph is one given by the relevant authority and certifying that, taking the proposed transfer into account, the transferee possesses, or will possess before the scheme takes effect, adequate financial resources.

• (2) “Relevant authority” means—

• (a) if the transferee is a PRA-authorised person with a Part 4A permission ..., the PRA;

• (aa) if the transferee is a person with Part 4A permission ... but is not a PRA-authorised person, the FCA;

• (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (c) if the transferee does not fall within paragraph (a) or (aa), the authority responsible for the supervision of the transferee’s business in the place in which the transferee has its head office.

• (3) In sub-paragraph (2), any reference to a transferee of a particular description of person includes a reference to a transferee who will be of that description if the proposed banking business transfer scheme takes effect.

Certificates as to consent of home state regulator

9

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part 2A — Reclaim fund business transfer schemes

Certificate as to financial resources

9A

• (1) For the purposes of section 111(2) the appropriate certificate, in relation to a reclaim fund business transfer scheme, is a certificate given by the relevant regulator certifying that, taking the proposed transfer into account, the transferee possesses, or will possess before the scheme takes effect, adequate financial resources.

• (2) In this paragraph the “relevant regulator” means—

• (a) if the transferee is a PRA-authorised person, the PRA;

• (b) in any other case, the FCA.

PART 2B — Ring-fencing transfer schemes

Appropriate certificates

9B

For the purposes of section 111(2) the appropriate certificates, in relation to a ring-fencing transfer scheme, are—

• (a) a certificate given by the PRA certifying its approval of the application, and

• (b) a certificate under paragraph 9C.

Certificate as to financial resources

9C

• (1) A certificate under this paragraph is one given by the relevant authority and certifying that, taking the proposed transfer into account, the transferee possesses, or will possess before the scheme takes effect, adequate financial resources.

• (2) “Relevant authority” means—

• (a) if the transferee is a PRA-authorised person with a Part 4A permission ..., the PRA;

• (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (c) if the transferee does not fall within paragraph (a) ... but is subject to regulation in a country or territory outside the United Kingdom, the authority responsible for the supervision of the transferee's business in the place in which the transferee has its head office;

• (d) in any other case, the FCA.

• (3) In sub-paragraph (2), any reference to a transferee of a particular description includes a reference to a transferee who will be of that description if the proposed ring-fencing transfer scheme takes effect.

Certificate as to consent of home state regulator

9D

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part III — Insurance business transfers effected outside the United Kingdom

10

• (1) This paragraph applies to a proposal to execute under provisions corresponding to Part VII in a country or territory other than the United Kingdom an instrument transferring all the rights and obligations of the transferor under general or long-term insurance policies, or under such descriptions of such policies as may be specified in the instrument, to the transferee if the condition in sub-paragraph (4) is met in relation to it.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (4) The transferor is a Swiss general insurer and the transferee is a UK authorised person as defined in section 105(8).

• (5) In relation to a proposed transfer to which this paragraph applies, the regulator which supervises the transferee's margin of solvency may, if it is satisfied that the transferee possesses the necessary margin of solvency, issue a certificate to that effect.

• (6) “Necessary margin of solvency” means the margin of solvency which the transferee, taking the proposed transfer into account, is required by the FCA or the PRA to maintain.

• (7) “Swiss general insurer” has the same meaning as in paragraph 2.

• (8) “General policy” means a policy evidencing a contract which, if it had been effected by the transferee, would have constituted the carrying on of a regulated activity consisting of the effecting of contracts of general insurance.

• (9) “Long-term policy” means a policy evidencing a contract which, if it had been effected by the transferee, would have constituted the carrying on of a regulated activity consisting of the effecting of contracts of long-term insurance.

SCHEDULE 13

Part I — General

Interpretation

1

In this Schedule—

• “panel of chairmen” means the panel established under paragraph 3(1);

• “lay panel” means the panel established under paragraph 3(4);

• “rules” means rules made by the Lord Chancellor under section 132.

Part II — The Tribunal

President

2

• (1) The Lord Chancellor must appoint one of the members of the panel of chairmen to preside over the discharge of the Tribunal’s functions.

• (2) The member so appointed is to be known as the President of the Financial Services and Markets Tribunal (but is referred to in this Act as “the President”).

• (3) The Lord Chancellor may appoint one of the members of the panel of chairmen to be Deputy President.

• (4) The Deputy President is to have such functions in relation to the Tribunal as the President may assign to him.

• (5) The Lord Chancellor may not appoint a person to be the President or Deputy President unless that person—

• (a) satisfies the judicial-appointment eligibility condition on a 7-year basis;

• (b) is an advocate or solicitor in Scotland of at least 7 years’ standing; or

• (c) is—

• (i) a member of the Bar of Northern Ireland of at least 7 years’ standing; or

• (ii) a solicitor of the Court of Judicature of Northern Ireland of at least 7 years’ standing.

• (6) If the President (or Deputy President) ceases to be a member of the panel of chairmen, he also ceases to be the President (or Deputy President).

• (7) The functions of the President may, if he is absent or is otherwise unable to act, be discharged—

• (a) by the Deputy President; or

• (b) if there is no Deputy President or he too is absent or otherwise unable to act, by a person appointed for that purpose from the panel of chairmen by the Lord Chancellor.

• (8) The Lord Chancellor may appoint a person under sub-paragraph (7)(b) only after consulting the following—

• (a) the Lord Chief Justice of England and Wales;

• (b) the Lord President of the Court of Session;

• (c) the Lord Chief Justice of Northern Ireland.

• (9) The Lord Chief Justice of England and Wales may nominate a judicial office holder (as defined in section 109(4) of the Constitutional Reform Act 2005) to exercise his functions under this paragraph.

• (10) The Lord President of the Court of Session may nominate a judge of the Court of Session who is a member of the First or Second Division of the Inner House of that Court to exercise his functions under this paragraph.

• (11) The Lord Chief Justice of Northern Ireland may nominate any of the following to exercise his functions under this paragraph—

• (a) the holder of one of the offices listed in Schedule 1 to the Justice (Northern Ireland) Act 2002;

• (b) a Lord Justice of Appeal (as defined in section 88 of that Act).

Panels

3

• (1) The Lord Chancellor must appoint a panel of persons for the purposes of serving as chairmen of the Tribunal.

• (2) A person is qualified for membership of the panel of chairmen if—

• (a) he satisfies the judicial-appointment eligibility condition on a 5-year basis;

• (b) he is an advocate or solicitor in Scotland of at least 5 years’ standing; or

• (c) he is—

• (i) a member of the Bar of Northern Ireland of at least 5 years’ standing; or

• (ii) a solicitor of the Court of Judicature of Northern Ireland of at least 5 years’ standing.

• (3) The panel of chairmen must include at least one member who is a person of the kind mentioned in sub-paragraph (2)(b).

• (4) The Lord Chancellor must also appoint a panel of persons who appear to him to be qualified by experience or otherwise to deal with matters of the kind that may be referred to the Tribunal.

Terms of office etc

4

• (1) Subject to the provisions of this Schedule, each member of the panel of chairmen and the lay panel is to hold and vacate office in accordance with the terms of his appointment.

• (2) The Lord Chancellor may remove a member of either panel (including the President) on the ground of incapacity or misbehaviour.

• (2A) The Lord Chancellor may remove a person under sub-paragraph (2) only with the concurrence of the appropriate senior judge.

• (2B) The appropriate senior judge is the Lord Chief Justice of England and Wales, unless—

• (a) the person to be removed exercises functions wholly or mainly in Scotland, in which case it is the Lord President of the Court of Session, or

• (b) the person to be removed exercises functions wholly or mainly in Northern Ireland, in which case it is the Lord Chief Justice of Northern Ireland.

• (3) A member of either panel—

• (a) may at any time resign office by notice in writing to the Lord Chancellor;

• (b) is eligible for re-appointment if he ceases to hold office.

Remuneration and expenses

5

The Lord Chancellor may pay to any person, in respect of his service—

• (a) as a member of the Tribunal (including service as the President or Deputy President), or

• (b) as a person appointed under paragraph 7(4),

such remuneration and allowances as he may determine.

Staff

6

• (1) The Lord Chancellor may appoint such staff for the Tribunal as he may determine.

• (2) The remuneration of the Tribunal’s staff is to be defrayed by the Lord Chancellor.

• (3) Such expenses of the Tribunal as the Lord Chancellor may determine are to be defrayed by the Lord Chancellor.

Part III — Constitution of Tribunal

7

• (1) On a reference to the Tribunal, the persons to act as members of the Tribunal for the purposes of the reference are to be selected from the panel of chairmen or the lay panel in accordance with arrangements made by the President for the purposes of this paragraph (“the standing arrangements”).

• (2) The standing arrangements must provide for at least one member to be selected from the panel of chairmen.

• (3) If while a reference is being dealt with, a person serving as member of the Tribunal in respect of the reference becomes unable to act, the reference may be dealt with by—

• (a) the other members selected in respect of that reference; or

• (b) if it is being dealt with by a single member, such other member of the panel of chairmen as may be selected in accordance with the standing arrangements for the purposes of the reference.

• (4) If it appears to the Tribunal that a matter before it involves a question of fact of special difficulty, it may appoint one or more experts to provide assistance.

Part IV — Tribunal Procedure

8

For the purpose of dealing with references, or any matter preliminary or incidental to a reference, the Tribunal must sit at such times and in such place or places as the Lord Chancellor may direct , after consulting the President of the Financial Services and Markets Tribunal,.

9

Rules made by the Lord Chancellor under section 132 may, in particular, include provision—

• (a) as to the manner in which references are to be instituted;

• (b) for the holding of hearings in private in such circumstances as may be specified in the rules;

• (c) as to the persons who may appear on behalf of the parties;

• (d) for a member of the panel of chairmen to hear and determine interlocutory matters arising on a reference;

• (e) for the suspension of decisions of the Authority which have taken effect;

• (f) as to the withdrawal of references;

• (g) as to the registration, publication and proof of decisions and orders.

Practice directions

10

The President of the Tribunal may give directions as to the practice and procedure to be followed by the Tribunal in relation to references to it.

Evidence

11

• (1) The Tribunal may by summons require any person to attend, at such time and place as is specified in the summons, to give evidence or to produce any document in his custody or under his control which the Tribunal considers it necessary to examine.

• (2) The Tribunal may—

• (a) take evidence on oath and for that purpose administer oaths; or

• (b) instead of administering an oath, require the person examined to make and subscribe a declaration of the truth of the matters in respect of which he is examined.

• (3) A person who without reasonable excuse—

• (a) refuses or fails—

• (i) to attend following the issue of a summons by the Tribunal, or

• (ii) to give evidence, or

• (b) alters, suppresses, conceals or destroys, or refuses to produce a document which he may be required to produce for the purposes of proceedings before the Tribunal,

is guilty of an offence.

• (4) A person guilty of an offence under sub-paragraph (3)(a) is liable on summary conviction to a fine not exceeding the statutory maximum.

• (5) A person guilty of an offence under sub-paragraph (3)(b) is liable—

• (a) on summary conviction, to a fine not exceeding the statutory maximum;

• (b) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine or both.

Decisions of Tribunal

12

• (1) A decision of the Tribunal may be taken by a majority.

• (2) The decision must—

• (a) state whether it was unanimous or taken by a majority;

• (b) be recorded in a document which—

• (i) contains a statement of the reasons for the decision; and

• (ii) is signed and dated by the member of the panel of chairmen dealing with the reference.

• (3) The Tribunal must—

• (a) inform each party of its decision; and

• (b) as soon as reasonably practicable, send to each party and, if different, to any authorised person concerned, a copy of the document mentioned in sub-paragraph (2).

• (4) The Tribunal must send the Treasury a copy of its decision.

Costs

13

• (1) If the Tribunal considers that a party to any proceedings on a reference has acted vexatiously, frivolously or unreasonably it may order that party to pay to another party to the proceedings the whole or part of the costs or expenses incurred by the other party in connection with the proceedings.

• (2) If, in any proceedings on a reference, the Tribunal considers that a decision of the Authority which is the subject of the reference was unreasonable it may order the Authority to pay to another party to the proceedings the whole or part of the costs or expenses incurred by the other party in connection with the proceedings.

SCHEDULE 14 — Role of the Competition Commission

Provision of information by Treasury

1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consideration of matters arising on a report

2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Investigations under section 162: application of Enterprise Act 2002

2A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 162: modification of Schedule 7 to the Competition Act 1998

2B

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reports under section 162: further provision

2C

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Applied provisions

3

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Publication of reports

4

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 15 — Information and Investigations: Connected Persons

Part I — Rules for Specific Bodies

Corporate bodies

1

If the authorised person (“BC”) is a body corporate, a person who is or has been—

• (a) an officer or manager of BC or of a parent undertaking of BC;

• (b) an employee of BC;

• (c) an agent of BC or of a parent undertaking of BC.

Partnerships

2

If the authorised person (“PP”) is a partnership, a person who is or has been a member, manager, employee or agent of PP.

Unincorporated associations

3

If the authorised person (“UA”) is an unincorporated association of persons which is neither a partnership nor an unincorporated friendly society, a person who is or has been an officer, manager, employee or agent of UA.

Friendly societies

4

• (1) If the authorised person (“FS”) is a friendly society, a person who is or has been an officer, manager or employee of FS.

• (2) In relation to FS, “officer” and “manager” have the same meaning as in section 119(1) of the Friendly Societies Act 1992.

Building societies

5

• (1) If the authorised person (“BS”) is a building society, a person who is or has been an officer or employee of BS.

• (2) In relation to BS, “officer” has the same meaning as it has in section 119(1) of the Building Societies Act 1986.

Individuals

6

If the authorised person (“IP”) is an individual, a person who is or has been an employee or agent of IP.

Application to sections 171 and 172

7

For the purposes of sections 171 and 172, if the person under investigation is not an authorised person the references in this Part of this Schedule to an authorised person are to be taken to be references to the person under investigation.

Part II — Additional Rules

8

A person who is, or at the relevant time was, the partner, manager, employee, agent, appointed representative, banker, auditor, actuary or solicitor of—

• (a) the person under investigation (“A”);

• (b) a parent undertaking of A;

• (c) a subsidiary undertaking of A;

• (d) a subsidiary undertaking of a parent undertaking of A; or

• (e) a parent undertaking of a subsidiary undertaking of A.

SCHEDULE 16 — Prohibitions and Restrictions imposed by OFFICE OF FAIR TRADING

Preliminary

1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Notice of prohibition or restriction

2

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Application to revoke prohibition or restriction

3

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Representations to Office of Fair TradingOFT

4

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Appeals

5

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 17 — The Ombudsman Scheme

Part I — General

Interpretation

1

In this Schedule—

• ...

• ...

• “ombudsman” means a person who is a member of the panel; and

• “the panel” means the panel established under paragraph 4.

Part II — The Scheme Operator

Duty of FCA

2

• (1) The FCA must take such steps as are necessary to ensure that the body corporate established by the Financial Services Authority under this Schedule as originally enacted is, at all times, capable of exercising the functions conferred on the scheme operator by or under this Act.

• (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (3) The following functions of the FCA fall within this sub-paragraph—

• (a) making rules for the purposes of section 226;

• (b) approving rules made for the purposes of section 227;

• (c) specifying an amount under section 229(4);

• (d) approving rules made under section 230;

• (e) taking steps under sub-paragraph (1);

• (f) appointing or removing members of the board under paragraph 3(2);

• (g) taking steps under paragraph 3A(1);

• (h) making rules under paragraph 7(3);

• (i) making rules under paragraph 13;

• (j) consenting to scheme rules under paragraph 14(7), other than rules relating to fees;

• (k) approving the fixing, variation, addition or removal of standard terms under paragraph 18, other than terms relating to the making of payments to the scheme operator; and

• (l) approving arrangements under paragraph 19(3).

Constitution

3

• (1) The constitution of the scheme operator must provide for it to have—

• (a) a chairman; and

• (b) a board (which must include the chairman) whose members are the scheme operator’s directors.

• (2) The chairman and other members of the board must be persons appointed, and liable to removal from office, by the FCA (acting, in the case of the chairman, with the approval of the Treasury).

• (3) But the terms of their appointment (and in particular those governing removal from office) must be such as to secure their independence from the FCA in the operation of the scheme.

• (4) The function of making voluntary jurisdiction rules under section 227 ... and the functions conferred by paragraphs 4, 5, 7, 9 , 9A or 14 may be exercised only by the board.

• (5) The validity of any act of the scheme operator is unaffected by—

• (a) a vacancy in the office of chairman; or

• (b) a defect in the appointment of a person as chairman or as a member of the board.

Relationship with FCA

3A

• (1) The scheme operator and the FCA must each take such steps as it considers appropriate to co-operate with the other in the exercise of their functions under this Part of this Act.

• (2) The scheme operator and the FCA must prepare and maintain a memorandum describing how they intend to comply with sub-paragraph (1).

• (3) The scheme operator must ensure that the memorandum as currently in force is published in the way appearing to the scheme operator to be best calculated to bring it to the attention of the public.

The panel of ombudsmen

4

• (1) The scheme operator must appoint and maintain a panel of persons, appearing to it to have appropriate qualifications and experience, to act as ombudsmen for the purposes of the scheme.

• (2) A person’s appointment to the panel is to be on such terms (including terms as to the duration and termination of his appointment and as to remuneration) as the scheme operator considers—

• (a) consistent with the independence of the person appointed; and

• (b) otherwise appropriate.

The Chief Ombudsman

5

• (1) The scheme operator must appoint one member of the panel to act as Chief Ombudsman.

• (2) The Chief Ombudsman is to be appointed on such terms (including terms as to the duration and termination of his appointment) as the scheme operator considers appropriate.

Status

6

• (1) The scheme operator is not to be regarded as exercising functions on behalf of the Crown.

• (2) The scheme operator’s ... officers and staff are not to be regarded as Crown servants.

• (3) Appointment as Chief Ombudsman or to the panel or as a deputy ombudsman does not confer the status of Crown servant.

Annual reports

7

• (1) At least once a year—

• (a) the scheme operator must make a report to the FCA on the discharge of its functions; and

• (b) the Chief Ombudsman must make a report to the FCA on the discharge of his functions.

• (2) Each report must distinguish between functions in relation to the scheme’s compulsory jurisdiction ... and functions in relation to its voluntary jurisdiction.

• (3) Each report must also comply with any requirements specified in rules made by the FCA.

• (4) The scheme operator must publish each report in the way it considers appropriate.

• (5) The Treasury may—

• (a) require the scheme operator to comply with any provisions of the Companies Act 2006 about accounts and their audit which would not otherwise apply to it, or

• (b) direct that any provision of that Act about accounts and their audit is to apply to the scheme operator with such modifications as are specified in the direction, whether or not the provision would otherwise apply to the scheme manager.

• (6) Compliance with any requirement under sub-paragraph (5)(a) or (b) is enforceable by injunction or, in Scotland, an order for specific performance under section 45 of the Court of Session Act 1988.

• (7) Proceedings under sub-paragraph (6) may be brought only by the Treasury.

Audit of accounts

7A

• (1) The scheme operator must send a copy of its annual accounts to the Comptroller and Auditor General as soon as is reasonably practicable.

• (2) The Comptroller and Auditor General must—

• (a) examine, certify and report on accounts received under this paragraph, and

• (b) send a copy of the certified accounts and the report to the Treasury.

• (3) The Treasury must lay the copy of the certified accounts and the report before Parliament.

• (4) The scheme operator must send a copy of the certified accounts and the report to the FCA.

• (5) Except as provided by paragraph 7(5), the scheme operator is exempt from the requirements of Part 16 of the Companies Act 2006 (audit), and its balance sheet must contain a statement to that effect.

• (6) In this paragraph “annual accounts” has the meaning given by section 471 of the Companies Act 2006.

Information, advice and guidance

8

The scheme operator may publish such information, guidance or advice as it considers appropriate and may charge for it or distribute it free of charge.

Budget

9

• (1) The scheme operator must, before the start of each of its financial years, adopt an annual budget which has been approved by the FCA.

• (2) The scheme operator may, with the approval of the FCA, vary the budget for a financial year at any time after its adoption.

• (3) The annual budget must include an indication of—

• (a) the distribution of resources deployed in the operation of the scheme, and

• (b) the amounts of income of the scheme operator arising or expected to arise from the operation of the scheme,

distinguishing between the scheme’s compulsory ... and voluntary jurisdiction.

Annual plan

9A

• (1) The scheme operator must in respect of each of its financial years prepare an annual plan.

• (2) The plan must be prepared before the start of the financial year.

• (3) An annual plan in respect of a financial year must make provision about the use of the resources of the scheme operator.

• (4) The plan may include material relating to periods longer than the financial year in question.

• (5) Before preparing an annual plan, the scheme operator must consult such persons (if any) as the scheme operator considers appropriate.

• (6) The scheme operator must publish each annual plan in the way it considers appropriate.

Exemption from liability in damages

10

• (1) No person is to be liable in damages for anything done or omitted in the discharge, or purported discharge, of any functions under this Act in relation to the compulsory jurisdiction ....

• (2) Sub-paragraph (1) does not apply—

• (a) if the act or omission is shown to have been in bad faith; or

• (b) so as to prevent an award of damages made in respect of an act or omission on the ground that the act or omission was unlawful as a result of section 6(1) of the Human Rights Act 1998.

Privilege

11

For the purposes of the law relating to defamation, proceedings in relation to a complaint which is subject to the compulsory jurisdiction ... are to be treated as if they were proceedings before a court.

Part III — The Compulsory Jurisdiction

Introduction

12

This Part of this Schedule applies only in relation to the compulsory jurisdiction.

FCA's ... rules

13

• (1) The FCA must make rules providing that a complaint is not to be entertained unless —

• (a) the complainant has referred it under the ombudsman scheme before the applicable time limit (determined in accordance with the rules) has expired , or

• (b) in the case of a complaint other than a relevant complaint within the meaning of section 404B, the respondent agrees that the complaint should be entertained despite the complainant having referred it under the ombudsman scheme after the applicable time limit has expired.