Legalize / United Kingdom / Statutory-Instrument

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

Type Statutory-Instrument

Publication 2005-06-08

Last updated 2026-02-25

State In force

Department King's Printer of Acts of Parliament

Source legislation.gov.uk

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(a) the communication is accompanied by an indication that it is directed at persons who are members of the common interest group and that any investment or activity to which it relates is available only to such persons;

(b) the communication is accompanied by an indication that it must not be acted upon by persons who are not members of the common interest group;

(c) there are in place proper systems and procedures to prevent recipients other than members of the common interest group engaging in the investment activity to which the communication relates with the person directing the communication, a close relative of his or a member of the same group.

(8) Persons are not to be regarded as having an interest of the kind described in paragraph (1) if the only reason why they would be so regarded is that—

(a) they will have such an interest if they become members or creditors of the company;

(b) they all carry on a particular trade or profession; or

(c) they are persons with whom the company has an existing business relationship, whether by being its clients, customers, contractors, suppliers or otherwise.

Settlors, trustees and personal representatives

53

The financial promotion restriction does not apply to any communication which is made between—

(a) a person when acting as a settlor or grantor of a trust, a trustee or a personal representative; and

(b) a trustee of the trust, a fellow trustee or a fellow personal representative (as the case may be),

if the communication is made for the purposes of the trust or estate.

Beneficiaries of trust, will or intestacy

54

The financial promotion restriction does not apply to any communication which is made—

(a) between a person when acting as a settlor or grantor of a trust, trustee or personal representative and a beneficiary under the trust, will or intestacy; or

(b) between a beneficiary under a trust, will or intestacy and another beneficiary under the same trust, will or intestacy,

if the communication relates to the management or distribution of that trust fund or estate.

Communications by members of professions

55

(1) The financial promotion restriction does not apply to a real time communication (whether solicited or unsolicited) which—

(a) is made by a person (“P”) who carries on a regulated activity to which the general prohibition does not apply by virtue of section 327 of the Act; and

(b) is made to a recipient who has, prior to the communication being made, engaged P to provide professional services,

where the controlled activity to which the communication relates is an excluded activity which would be undertaken by P for the purposes of, and incidental to, the provision by him of professional services to or at the request of the recipient.

(2) “Professional services” has the meaning given in section 327 of the Act.

(3) An “excluded activity” is an activity to which the general prohibition would apply but for the application of—

(a) section 327 of the Act; or

(b) article 67 of the Regulated Activities Order.

Non-real time communication by members of professions

55A

(1) The financial promotion restriction does not apply to a non-real time communication which is—

(a) made by a person (“P”) who carries on Part XX activities; and

(b) limited to what is required or permitted by paragraphs (2) and (3).

(2) The communication must be in the following terms— “ This [firm/company] is not authorised under the Financial Services and Markets Act 2000 but we are able in certain circumstances to offer a limited range of investment and consumer credit-related and claims management-related services to clients because we are members of [relevant designated professional body]. We can provide these investment and consumer credit-related services if they are an incidental part of the professional services we have been engaged to provide. ”

(3) The communication may in addition set out the Part XX activities which P is able to offer to his clients, provided it is clear that these are the investment and consumer credit-related and claims management-related services to which the statement in paragraph (2) relates.

(4) The validity of a communication made in accordance with paragraph (2) is not affected by a defect in the wording of it provided that the defect does not alter the communication's meaning.

(5) “Part XX activities” means the regulated activities to which the general prohibition does not apply when they are carried on by P by virtue of section 327 of the Act.

Remedy following report by Parliamentary Commissioner for Administration

56

The financial promotion restriction does not apply to any communication made or directed by a person for the purpose of enabling any injustice, stated by the Parliamentary Commissioner for Administration in a report under section 10 of the Parliamentary Commissioner Act 1967 to have occurred, to be remedied with respect to the recipient.

Persons placing promotional material in particular publications

57

The financial promotion restriction does not apply to any communication received by a person who receives the publication in which the communication is contained because he has himself placed an advertisement in that publication.

Acquisition of interest in premises run by management companies

58

(1) “Management company” means a company established for the purpose of—

(a) managing the common parts or fabric of premises used for residential or business purposes; or

(b) supplying services to such premises.

(2) The financial promotion restriction does not apply to any non-real time communication or solicited real time communication if it relates to an investment falling within paragraph 14 of Schedule 1 which—

(a) is issued, or to be issued, by a management company; and

(b) is to be acquired by any person in connection with the acquisition of an interest in the premises in question.

Annual accounts and directors' report

59

(1) If the requirements in paragraphs (2) to (5) are met, the financial promotion restriction does not apply to any communication by a body corporate (other than an open-ended investment company) which—

(a) consists of, or is accompanied by, the whole or any part of the annual accounts of a body corporate (other than an open-ended investment company); or

(b) is accompanied by any report which is prepared and approved by the directors of such a body corporate under—

(ai) sections 414A and 414D of the 2006 Act; or

(i) sections 415 and 419 of the 2006 Act ...

(ii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(iii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) The requirements of this paragraph are that the communication—

(a) does not contain any invitation to persons to underwrite, subscribe for, or otherwise acquire or dispose of, a controlled investment; and

(b) does not advise persons to engage in any of the activities within sub-paragraph (a).

(3) The requirements of this paragraph are that the communication does not contain any invitation to persons to—

(a) effect any transaction with the body corporate (or with any named person) in the course of that body's (or person's) carrying on of any activity falling within any of paragraphs 3 to 11 11A of Schedule 1; or

(b) make use of any services provided by that body corporate (or by any named person) in the course of carrying on such activity.

(4) The requirements of this paragraph are that the communication does not contain any inducement relating to an investment other than one issued, or to be issued, by the body corporate (or another body corporate in the same group) which falls within—

(a) paragraph 14, 15 or 15A of Schedule 1; or

(b) paragraph 17 or 18 of that Schedule, so far as relating to any investments within sub-paragraph (a).

(5) The requirements of this paragraph are that the communication does not contain any reference to—

(a) the price at which investments issued by the body corporate have in the past been bought or sold; or

(b) the yield on such investments,

unless it is also accompanied by an indication that past performance cannot be relied on as a guide to future performance.

(6) For the purposes of paragraph (5)(b), a reference, in relation to an investment, to earnings, dividend or nominal rate of interest payable shall not be taken to be a reference to the yield on the investment.

(7) “Annual accounts” means—

(a) accounts produced by virtue of Part 15 of the 2006 Act (or of that Part as applied by virtue of any other enactment);

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

(d) accounts produced in accordance with Chapter 3 of Part 5 of the Overseas Companies Regulations 2009 and filed with the registrar under section 441 of the 2006 Act as applied and modified by regulation 40 of those Regulations;

(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

60

(1) The financial promotion restriction does not apply to any communication by a person (“C”), a member of the same group as C or a relevant trustee where the communication is for the purposes of an employee share scheme and relates to any of the following investments issued, or to be issued, by C—

(a) investments falling within paragraph 14, 15 or 15A of Schedule 1;

(b) investments falling within paragraph 17 or 18 so far as relating to any investments within sub-paragraph (a); or

(2) “Employee share scheme”, in relation to any investments issued by C, means arrangements made or to be made by C or by a person in the same group as C to enable or facilitate—

(a) transactions in the investments specified in paragraphs (1)(a) or (b) between or for the benefit of—

(i) the bona fide employees or former employees of C or of another member of the same group as C;

(ii) the wives, husbands, widows, widowers, civil partners, surviving civil partners or children or step-children under the age of eighteen of such employees or former employees; or

(b) the holding of those investments by, or for the benefit of, such persons.

(3) “Relevant trustee” means a person who, in pursuance of an actual or proposed employee share scheme, holds as trustee or will hold as trustee investments issued by C.

Sale of goods and supply of services

61

(1) In this article—

“supplier” means a person whose main business is to sell goods or supply services and not to carry on controlled activities or controlled claims management activities falling within any of paragraphs 3 to 7, 10BA and 10BB , 10BB and 11A of Schedule 1 and, where the supplier is a member of a group, also means any other member of that group;

“customer” means a person, other than an individual, to whom a supplier sells goods or supplies services, or agrees to do so, and, where the customer is a member of a group, also means any other member of that group;

“a related sale or supply” means a sale of goods or supply of services to the customer otherwise than by the supplier, but for or in connection with the same purpose as the sale or supply mentioned above.

(2) The financial promotion restriction does not apply to any non-real time communication or any solicited real time communication made by a supplier to a customer of his for the purposes of, or in connection with, the sale of goods or supply of services or a related sale or supply.

(3) But the exemption in paragraph (2) does not apply if the communication relates to—

(a) a qualifying contract of insurance or units in a collective investment scheme; ...

(b) investments falling within paragraph 27 of Schedule 1 so far as relating to investments within paragraph (a).

(d) a consumer hire agreement (within the meaning of paragraph 28 of Schedule 1). ; or

(e) a qualifying cryptoasset.

(4) The exemption in paragraph (2) also does not apply if the communication is made by a person carrying on, or in relation to, an activity of a kind specified in paragraph 4B of Schedule 1 (credit broking).

Sale of body corporate

62

(1) The financial promotion restriction does not apply to any communication by, or on behalf of, a body corporate, a partnership, a single individual or a group of connected individuals which relates to a transaction falling within paragraph (2).

(2) A transaction falls within this paragraph if—

(a) it is one to acquire or dispose of shares in a body corporate other than an open-ended investment company, or is entered into for the purposes of such an acquisition or disposal; and

(b) either—

(i) the conditions set out in paragraph (3) are met; or

(ii) those conditions are not met, but the object of the transaction may nevertheless reasonably be regarded as being the acquisition of day to day control of the affairs of the body corporate.

(3) The conditions mentioned in paragraph (2)(b) are that—

(a) the shares consist of or include 50 per cent or more of the voting shares in the body corporate; or

(b) the shares, together with any already held by the person acquiring them, consist of or include at least that percentage of such shares; and

(c) in either case, the acquisition or disposal is, or is to be, between parties each of whom is a body corporate, a partnership, a single individual or a group of connected individuals.

(4) “A group of connected individuals” means—

(a) in relation to a party disposing of shares in a body corporate, a single group of persons each of whom is—

(i) a director or manager of the body corporate;

(ii) a close relative of any such director or manager; or

(iii) a person acting as trustee for, or nominee of, any person falling within paragraph (i) or (ii); and

(b) in relation to a party acquiring shares in a body corporate, a single group of of persons each of whom is—

(i) a person who is or is to be a director or manager of the body corporate;

(ii) a close relative of any such person; or

(iii) a person acting as trustee for or nominee of any person falling within paragraph (i) or (ii).

(5) “Voting shares” in relation to a body corporate, means shares carrying voting rights attributable to share capital which are exercisable in all circumstances at any general meeting of that body corporate.

Takeovers of relevant unlisted companies: interpretation

63

(1) In this article and in articles 64, 65 and 66, a “relevant unlisted company”, in relation to a takeover offer, means a company which is an unlisted company at the time that the offer is made and which has been an unlisted company throughout the period of ten years immediately preceding the date of the offer.

(2) In this article and in articles 64, 65 and 66, references to a takeover offer for a relevant unlisted company are references to an offer which meets the requirements of Part I of Schedule 4 and which is an offer—

(a) for all the shares in, or all the shares comprised in the equity or non-equity share capital of, a relevant unlisted company (other than any shares already held by or on behalf of the person making the offer); or

(b) for all the debentures of such a company (other than debentures already held by or on behalf of the person making the offer).

(3) Shares in or debentures of an unlisted company are to be regarded as being held by or on behalf of the person making the offer if the person who holds them, or on whose behalf they are held, has agreed that an offer should not be made in respect of them.

Takeovers of relevant unlisted companies: interpretation

64

(1) If the requirements of paragraphs (2) and (3) are met, the financial promotion restriction does not apply to any communication which is communicated in connection with a takeover offer for a relevant unlisted company.

(2) The requirements of this paragraph are that the communication is accompanied by the material listed in Part II of Schedule 4.

(3) The requirements of this paragraph are that the material listed in Part III of Schedule 4 is available at a place in the United Kingdom at all times during normal office hours for inspection free of charge.

Takeovers of relevant unlisted companies: interpretation

65

The financial promotion restriction does not apply to any communication which—

(a) is communicated at the same time as, or after, a takeover offer for a relevant unlisted company is made; and

(b) relates to investments falling within paragraph 17 or 18 of Schedule 1 so far as relating to the shares in or debentures of the unlisted company which are the subject of the offer.

Takeovers of relevant unlisted companies

66

The financial promotion restriction does not apply to any communication made in connection with a takeover offer for a relevant unlisted company which is a form of application for—

(a) shares in or debentures of the unlisted company; or

(b) investments falling within paragraphs 17 or 18 of Schedule 1 so far as relating to the shares in or debentures of the company which are the subject of the offer.

Promotions required or permitted by market rules

67

(1) The financial promotion restriction does not apply to any communication which—

(a) is a non-real time communication or a solicited real time communication;

(b) relates to an investment which falls within any of paragraphs 14 to 18 of Schedule 1 and which is permitted to be traded or dealt in on a relevant market; and

(i) the rules of the relevant market;

(ii) a body which regulates the market; or

(iii) a body which regulates offers or issues of investments to be traded on such a market.

(2) “Relevant market” means a market which—

(za) is a relevant UK market;

(a) meets the criteria specified in Part I of Schedule 3; or

(b) is specified in, or established under the rules of an exchange specified in, Part ... III of that Schedule.

Promotions in connection with admission to certain EEA markets

68

(1) The financial promotion restriction does not apply to any communication—

(a) which is a non-real time communication or a solicited real time communication;

(b) which a relevant UK market or relevant EEA market requires to be communicated before an investment can be admitted to trading on that market;

(c) which, if it were included in a prospectus issued in accordance with regulated market admission rules, would be required to be communicated by those rules; and

(d) which is not accompanied by any information other than information which is required or permitted to be published by the rules of that market.

(2) In this article “relevant EEA market” means any market on which investments can be traded or dealt in and which—

(a) meets the criteria specified in Part I of Schedule 3; ...

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

Promotions of securities already admitted to certain markets

69

(1) In this article—

“relevant investment” means any investment falling within—paragraph 14, 15 or 15A of Schedule 1; orparagraph 17 or 18 of that Schedule so far as relating to any investment mentioned in sub-paragraph (a);

“relevant market” means any market on which investments can be traded and which— is a relevant UK market; meets the criteria specified in Part I of Schedule 3; oris specified in, or established under, the rules of an exchange specified in, Part ... III of that Schedule.

(2) If the requirements of paragraph (3) are met, the financial promotion restriction does not apply to any communication which—

(a) is a non-real time communication or a solicited real time communication;

(b) is communicated by a body corporate (“A”), other than an open-ended investment company; and

if relevant investments issued by A or by any such body corporate are permitted to be traded on a relevant market.

(3) The requirements of this paragraph are that the communication—

(a) is not, and is not accompanied by, an invitation to engage in investment activity;

(b) is not, and is not accompanied by, an inducement relating to an investment other than one issued, or to be issued, by A (or another body corporate in the same group);

(i) the price at which relevant investments have been bought or sold in the past, or

(ii) the yield on such investments,

unless the inducement also contains an indication that past performance cannot be relied on as a guide to future performance.

(4) For the purposes of this article, an investment falling within paragraph 17 or 18 of Schedule 1 is treated as issued by the person (“P”) who issued the investment in respect of which the investment confers rights if it is issued by—

(a) an undertaking in the same group as P; or

(b) a person acting on behalf of, or pursuant to, arrangements made with P.

(5) For the purposes of paragraph (3)(a), “engaging in investment activity” has the meaning given in section 21(8) of the Act; and for the purposes of paragraph (3)(c)(ii), a reference, in relation to an investment, to earnings, dividend or nominal rate of interest payable shall not be taken to be a reference to the yield on the investment.

Promotions included in listing particulars etc.

70

(1) The financial promotion restriction does not apply to any non-real time communication which is included in—

(a) listing particulars;

(b) supplementary listing particulars;

(d) any other document required or permitted to be published—

(i) by listing rules under Part 6 of the Act, or

(ii) by regulated market admission rules,

except an advertisement as defined in regulation 3 of the Public Offers and Admissions to Trading Regulations 2024;

(e) a qualifying cryptoasset disclosure document or a supplementary disclosure document as defined by regulation 6 (“qualifying cryptoasset disclosure document” and “supplementary disclosure document”) of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.

(1A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) In this article “listing particulars”, and “listing rules” have the meaning given by Part VI of the Act.

Material relating to prospectus for public offer of unlisted securities

71

(1) The financial promotion restriction does not apply to any non-real time communication relating to a prospectus or supplementary prospectus where the only reason for considering it to be an invitation or inducement is that it does one or more of the following—

(a) it states the name and address of the person by whom the transferable securities to which the prospectus or supplementary prospectus relates are to be offered;

(b) it gives other details for contacting that person;

(c) it states the nature and the nominal value of the transferable securities to which the prospectus or supplementary prospectus relates, the number offered and the price at which they are offered;

(d) it states that a prospectus or supplementary prospectus is or will be available (and, if it is not yet available, when it is expected to be);

(e) it gives instructions for obtaining a copy of the prospectus or supplementary prospectus.

(2) In this article—

(a) “transferable securities” has the meaning given in regulation 4 of the Public Offers and Admissions to Trading Regulations 2024;

(b) references to a prospectus or supplementary prospectus are references to a prospectus or supplementary prospectus which is published in accordance with regulated market admission rules.

Pension products offered by employers

72

(1) If the requirements of paragraph (2) are met, the financial promotion restriction does not apply to any communication which is made by an employer to an employee in relation to a group personal pension scheme or a stakeholder pension scheme.

(2) The requirements of this paragraph are that—

(a) the employer will make a contribution to the group personal pension scheme or stakeholder pension scheme to which the communication relates in the event of the employee becoming a member of the scheme and the communication contains a statement informing the employee of this;

(b) the employer has not received, and will not receive, any direct financial benefit as a result of making the communication;

(c) the employer notifies the employee in writing prior to the employee becoming a member of the scheme of the amount of the contribution that the employer will make to the scheme in respect of that employee or the basis on which the contribution will be calculated; and

(d) in the case of a non-real time communication, the communication contains, or is accompanied by, a statement informing the employee of his right to seek advice from an authorised person or an appointed representative.

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

(4) In this article—

“group personal pension scheme” means arrangements administered on a group basis under a personal pension scheme and which are available to employees of the same employer or of employers within a group;

“personal pension scheme” means a personal pension scheme as defined in section 1 of the Pension Schemes Act 1993 and which has been approved by the Commissioners of Inland Revenue under Chapter XIV of the Income and Corporation Taxes Act 1988 ;

“stakeholder pension scheme” has the meaning given by section 1 of the Welfare Reform and Pensions Act 1999 .

Advice centres

73

(1) If the requirements of paragraph (2) are met, the financial promotion restriction does not apply to any communication which is made by a person in the course of carrying out his duties as an adviser for, or employee of, an advice centre.

(2) The requirements of this paragraph are that the communication relates to—

(a) qualifying credit;

(b) rights under, or rights to or interests in rights under, qualifying contracts of insurance; ...

(d) a regulated home reversion plan; ...

(e) a regulated home purchase plan; or

(f) a regulated sale and rent back agreement; or

(g) a controlled claims management activity.

(3) In this article—

“adequate professional indemnity insurance”, in relation to an advice centre, means insurance providing cover that is adequate having regard to—the claims record of the centre;the financial resources of the centre; andthe right of clients of the centre to be compensated for loss arising from the negligent provision of financial advice;

“advice centre” means a body which—gives advice which is free and in respect of which the centre does not receive any fee, commission or other reward;provides debt advice as its principal financial services activity; andin the case of a body which is not part of a local authority, holds adequate professional indemnity insurance or a guarantee providing comparable cover;

“child trust fund” has the meaning given by section 1(2) of the Child Trust Funds Act 2004 ;

“local authority” has the meaning given in article 2 of the Financial Services and Markets Act 2000 (Exemption) Order 2001 .

Revocation

74

The Orders specified in the first column of Schedule 6 are revoked to the extent specified in the third column of that Schedule.

SCHEDULE 1

PART I — Controlled Activities

Accepting deposits

1

Accepting deposits is a controlled activity if—

(a) money received by way of deposit is lent to others; or

(b) any other activity of the person accepting the deposit is financed wholly, or to a material extent, out of the capital of or interest on money received by way of deposit,

and the person accepting the deposit holds himself out as accepting deposits on a day to day basis.

Effecting or carrying out contracts of insurance

2

(1) Effecting a contract of insurance as principal is a controlled activity.

(2) Carrying out a contract of insurance as principal is a controlled activity.

(3) There is excluded from sub-paragraph (1) or (2) the effecting or carrying out of a contract of insurance of the kind described in article 12 of the Regulated Activities Order by a person who does not otherwise carry on an activity falling within those sub-paragraphs.

Dealing in securities and contractually based investments

3

(1) Buying, selling, subscribing for or underwriting securities , structured deposits , qualifying cryptoassets or contractually based investments ... as principal or agent is a controlled activity.

(2) A person does not carry on the activity in sub-paragraph (1) by accepting an instrument creating or acknowledging indebtedness in respect of any loan, credit, guarantee or other similar financial accommodation or assurance which he has made, granted or provided.

(3) The reference in sub-paragraph (2) to a person accepting an instrument includes a reference to a person becoming a party to an instrument otherwise than as a debtor or a surety.

Arranging deals in investments

4

(1) Making arrangements for another person (whether as principal or agent) to buy, sell, subscribe for or underwrite a particular investment which is—

(a) a security;

(aa) a structured deposit;

(ab) a qualifying cryptoasset;

(b) a contractually based investment; or

is a controlled activity.

(2) Making arrangements with a view to a person who participates in the arrangements buying, selling, subscribing for or underwriting investments falling within sub-paragraph (1)(a), (aa), (ab), (b) or (c) (whether as principal or agent) is a controlled activity.

(3) A person does not carry on an activity falling within paragraph (2) merely by providing means by which one party to a transaction (or potential transaction) is able to communicate with other such parties.

(4) This paragraph does not apply to the activity specified by paragraph 7C (qualifying cryptoasset staking).

Managing investments

5

Managing assets belonging to another person, in circumstances involving the exercise of discretion, is a controlled activity if—

(a) the assets consist of or include any investment which is a security , structured deposit , a qualifying cryptoasset or a contractually based investment; or

(b) the arrangements for their management are such that the assets may consist of or include such investments, and either the assets have at any time since 29th April 1988 done so, or the arrangements have at any time (whether before or after that date) been held out as arrangements under which the assets would do so.

Safeguarding and administering investments

6

(1) The activity consisting of both—

(a) the safeguarding of assets belonging to another; and

(b) the administration of those assets,

or arranging for one or more other persons to carry on that activity, is a controlled activity if either the condition in paragraph (a) or (b) of sub-paragraph (2) is met.

(2) The condition is that—

(a) the assets consist of or include any investment which is a security or a contractually based investment; or

(b) the arrangements for their safeguarding and administration are such that the assets may consist of or include investments of the kind mentioned in sub-paragraph (a) and either the assets have at any time since 1st June 1997 done so, or the arrangements have at any time (whether before or after that date) been held out as ones under which such investments would be safeguarded and administered.

(3) For the purposes of this article—

(a) it is immaterial that title to the assets safeguarded and administered is held in uncertificated form;

(b) it is immaterial that the assets safeguarded and administered may be transferred to another person, subject to a commitment by the person safeguarding and administering them, or arranging for their safeguarding and administration, that they will be replaced by equivalent assets at some future date or when so requested by the person to whom they belong.

(4) For the purposes of this article, the following activities do not constitute the administration of assets—

(a) providing information as to the number of units or the value of any assets safeguarded;

(b) converting currency;

(c) receiving documents relating to an investment solely for the purpose of onward transmission to, from or at the direction of the person to whom the investment belongs.

(5) This paragraph does not apply to an activity specified by paragraph 7A (safeguarding of qualifying cryptoassets and relevant specified investment cryptoassets).

Advising on investments

7

(1) Advising a person is a controlled activity if the advice is—

(a) given to the person in his capacity as an investor or potential investor, or in his capacity as agent for an investor or a potential investor; and

(b) advice on the merits of his doing any of the following (whether as principal or agent)—

(i) buying, selling, subscribing for or underwriting a particular investment which is a security , structured deposit , a qualifying cryptoasset or a contractually based investment; or

(ii) exercising any right conferred by such an investment to buy, sell, subscribe for or underwrite such an investment.

(2) Advising a person is a controlled activity if the advice is—

(a) given to the person in that person’s capacity as a lender or potential lender under a relevant paragraph 4C agreement, or in that person’s capacity as an agent for a lender or potential lender under such an agreement; and

(b) advice on the merits of the person doing any of the following (whether as principal or agent)—

(i) entering into a relevant paragraph 4C agreement as a lender or assuming the rights of a lender under such an agreement,

(ii) providing instructions to an operator with a view to entering into a relevant paragraph 4C agreement as a lender or to assuming the rights of a lender under such an agreement by assignment or operation of law, where the instructions involve—

(aa) accepting particular parameters for the terms of the agreement presented by an operator,

(bb) choosing between options governing the parameters of the terms of the agreement presented by an operator, or

(cc) specifying the parameters of the terms of the agreement by other means,

(iii) enforcing or exercising the lender’s rights under a relevant paragraph 4C agreement, or

(iv) assigning rights under a relevant paragraph 4C agreement.

(3) In sub-paragraph (2)—

“operator” means a person carrying on a controlled activity of the kind specified by paragraph 4C(1) or (2D), and

“relevant paragraph 4C agreement” means a paragraph 4C agreement (within the meaning of that paragraph) which has been, or is to be, entered into with the facilitation of a person carrying on a controlled activity of the kind specified by paragraph 4C(1) or (2D) not in contravention of the general prohibition.

(4) For the purposes of the application of section 21(9) and (10) of the Act (restrictions on financial promotion) to an activity of a kind specified by sub-paragraph (2), paragraph 26D of this Schedule (relevant credit agreements), and article 4 (definition of controlled activities and controlled investments) in so far as it relates to that paragraph, have effect as if the reference to a relevant credit agreement in paragraph 26D includes a reference to a paragraph 4C agreement.

Advising on syndicate participation at Lloyd's

8

Advising a person to become, or continue or cease to be, a member of a particular Lloyd's syndicate is a controlled activity.

Providing funeral plan contracts

9

(1) Entering as provider into a qualifying funeral plan contract is a controlled activity.

(1A) Carrying out a qualifying funeral plan contract as provider is a controlled activity.

(2) A “qualifying funeral plan contract” is a contract under which—

(a) a person (“the customer”) makes one or more payments to another person (“the provider”);

(b) the provider undertakes to provide, or to secure that another person provides, a funeral in the United Kingdom for the customer (or some other person who is living at the date when the contract is entered into) on his death; and

(c) the provider is a person who carries on a regulated activity specified in article 59 of the Regulated Activities Order and includes a person who has assumed the undertaking referred to in article 59(2)(b) of that Order as a result of the novation, assignment or transfer by operation of law of an existing qualifying funeral plan contract.

Providing qualifying credit

10

(1) Providing qualifying credit is a controlled activity.

(2) “Qualifying credit” is a credit provided pursuant to an agreement under which—

(a) the lender is a person who carries on the regulated activity specified in article 61 of the Regulated Activities Order; and

(b) the obligation of the borrower to repay is secured (in whole or in part) on land.

(3) “Credit” includes a cash loan and any other form of financial accommodation.

Arranging qualifying credit etc.

10A

(1) Making arrangements—

(a) for another person to enter as borrower into an agreement for the provision of qualifying credit; or

(b) for a borrower under a regulated mortgage contract falling within sub-paragraph (2) to vary the terms of that contract in such a way as to vary his obligations under that contract,

is a controlled activity.

(2) A regulated mortgage contract falls within this sub-paragraph if—

(a) the contract was entered into on or after 31st October 2004; or

(b) the contract—

(i) was entered into before 31st October 2004; and

(ii) was a regulated credit agreement immediately before 21st March 2016.

(3) In this paragraph “regulated mortgage contract” has the meaning given by article 61(3) of the Regulated Activities Order.

Advising on qualifying credit etc.

10B

(1) Advising a person is a controlled activity if the advice is—

(a) given to the person in his capacity as a borrower or potential borrower; and

(b) advice on the merits of his doing any of the following—

(i) entering into an agreement for the provision of qualifying credit, or

(ii) varying the terms of a regulated mortgage contract falling within sub-paragraph (1A) in such a way as to vary his obligations under that contract.

(1A) A regulated mortgage contract falls within this sub-paragraph if—

(a) the contract was entered into on or after 31st October 2004; or

(b) the contract—

(i) was entered into before 31st October 2004; and

(ii) was a regulated credit agreement immediately before 21st March 2016.

(2) In this paragraph, “borrower” and “regulated mortgage contract” have the meaning given by article 61(3) of the Regulated Activities Order.

Agreeing to carry on specified kinds of activity

11

Agreeing to carry on any controlled activity falling within any of paragraphs 3 to 10BB above (other than paragraph 4A) is a controlled activity.

PART II — Controlled Investments

12

A deposit.

13

Rights under a contract of insurance.

14

(1) Shares or stock in the share capital of—

(a) any body corporate (wherever incorporated);

(b) any unincorporated body constituted under the law of a country or territory outside the United Kingdom.

(2) Sub-paragraph (1) includes—

(a) any shares of a class defined as deferred shares for the purposes of section 119 of the Building Societies Act 1986 ;

(b) any transferable shares in a body incorporated under the law of, or any part of, the United Kingdom relating to co-operative and community benefit societies, industrial and provident societies or credit unions ...

(3) But subject to sub-paragraph (2) there are excluded from sub-paragraph (1) shares or stock in the share capital of—

(a) an open-ended investment company;

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

(c) any body incorporated under the law of, or any part of, the United Kingdom relating to co-operative and community benefit societies, industrial and provident societies or credit unions;

(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Instruments creating or acknowledging indebtedness

15

(1) Subject to sub-paragraph (2), such of the following as do not fall within paragraph ... 16—

(a) debentures;

(b) debenture stock;

(d) bonds;

(e) certificates of deposit;

(f) any other instrument creating or acknowledging a present or future indebtedness.

(2) If and to the extent that they would otherwise fall within sub-paragraph (1), there are excluded from that sub-paragraph—

(a) any instrument acknowledging or creating indebtedness for, or for money borrowed to defray, the consideration payable under a contract for the supply of goods or services;

(b) a cheque or other bill of exchange, a banker's draft or a letter of credit (but not a bill of exchange accepted by a banker);

(c) a banknote, a statement showing a balance on a current, deposit or saving account, a lease or other disposition of property, a heritable security; and

(d) a contract of insurance.

(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) An instrument excluded from sub-paragraph (1) of paragraph 16 by paragraph 16(2)(b) is not thereby to be taken to fall within sub-paragraph (1) of this paragraph.

Government and public securities

16

(1) Subject to sub-paragraph (2), loan stock, bonds and other instruments—

(a) creating or acknowledging indebtedness; and

(b) issued by or on behalf of a government, local authority (whether in the United Kingdom or elsewhere) or international organisation.

(2) Subject to sub-paragraph (3), there are excluded from sub-paragraph (1)—

(a) so far as applicable, the instruments mentioned in paragraph 15(2)(a) to (d);

(b) any instrument creating or acknowledging indebtedness in respect of—

(i) money received by the Director of Savings as deposits or otherwise in connection with the business of the National Savings Bank;

(ii) money raised under the National Loans Act 1968 under the auspices of the Director of Savings or treated as so raised by virtue of section 11(3) of the National Debt Act 1972 .

(3) Sub-paragraph (2)(a) does not exclude an instrument which meets the requirements set out in paragraphs (a) to (e) of paragraph 15A(2).

Instruments giving entitlements to investments

17

(1) Warrants and other instruments entitling the holder to subscribe for any investment falling within paragraph 14, 15 or 16.

(2) It is immaterial whether the investment to which the entitlement relates is in existence or identifiable.

(3) An investment falling within this paragraph shall not be regarded as falling within paragraph 21, 22 or 23.

Certificates representing certain securities

18

(1) Subject to sub-paragraph (2), certificates or other instruments which confer contractual or property rights (other than rights consisting of an investment of the kind specified by paragraph 21)—

(a) in respect of any investment of the kind specified by any of paragraphs 14 to 17 being an investment held by a person other than the person on whom the rights are conferred by the certificate or instrument; and

(b) the transfer of which may be effected without the consent of that person.

(2) There is excluded from sub-paragraph (1) any instrument which confers rights in respect of two or more investments issued by different persons, or in respect of two or more different investments of the kind specified by paragraph 16 and issued by the same person.

Units in a collective investment scheme

19

Units in a collective investment scheme.

Rights under a stakeholder pension scheme

20

(1) Rights under a stakeholder pension scheme.

(2) Rights under a personal pension scheme.

(3) ”Stakeholder pension scheme” and “personal pension scheme” have the meanings given by article 72(4).

Options

21

(1) Options to acquire or dispose of—

(a) a security or contractually based investment (other than one of a kind specified in this paragraph);

(b) currency of the United Kingdom or of any other country or territory;

(d) an option to acquire or dispose of an investment falling within this paragraph by virtue of sub-paragraph (a), (b) or (c);

(e) subject to sub-paragraph (4), an option to acquire or dispose of an option to which paragraph 5, 6, 7 or 10 of Part 1 of Schedule 2 to the Regulated Activities Order (referred to in the following provisions of this paragraph as “Schedule 2”) applies

(2) Subject to sub-paragraph (4), options—

(a) to which sub-paragraph (1) does not apply;

(b) which relate to commodities;

(d) either—

(i) to which paragraph 5 or 6 of Part 1 of Schedule 2 ... applies, or

(ii) which in accordance with paragraphs 5, 6 and 8 of Part 2 of Schedule 2 are to be considered as having the characteristics of other derivative financial instruments and not being for commercial purposes, and to which paragraph 7 of Part 1 of that Schedule applies.

(3) Subject to sub-paragraph (4), options—

(a) to which sub-paragraph (1) does not apply;

(b) which may be settled physically; and

(4) Sub-paragraphs (1)(e), (2) and (3) only apply to options in relation to which—

(a) an investment firm or qualifying credit institution is providing or performing investment services and activities on a professional basis;

(b) a management company which has a Part 4A permission to do so is providing the investment service specified in paragraph 4 or 5 of Part 3 of Schedule 2 or the ancillary service specified in paragraph 1 of Part 3A of that Schedule;

(d) a full-scope UK AIFM which has a Part 4A permission to do so is providing the investment service specified in paragraph 1, 4 or 5 of Part 3 of that Schedule or the ancillary service specified in paragraph 1 of Part 3A of that Schedule.

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Futures

22

(1) Subject to sub-paragraph (2), rights under a contract for the sale of a commodity or property of any other description under which delivery is to be made at a future date and at a price agreed on when the contract is made.

(1A) Subject to sub-paragraph (1D), futures—

(a) to which sub-paragraph (1) does not apply;

(b) which relate to commodities;

(d) to which paragraph 5 or 6 of Part 1 of Schedule 2 to the Regulated Activities Order (referred to in the following provisions of this paragraph as “Schedule 2”) applies.

(1B) Subject to sub-paragraph (1D), futures and forwards—

(a) to which sub-paragraph (1) does not apply;

(b) which relate to commodities;

(d) which in accordance with paragraphs 5, 6 and 8 of Part 2 of Schedule 2 are to be considered as having the characteristics of other derivative financial instruments and not being for commercial purposes; and

(e) to which paragraph 7 of Part 1 of Schedule 2 applies.

(1C) Subject to sub-paragraph (1D), futures—

(a) to which sub-paragraph (1) does not apply;

(b) which may be settled physically; and

(1CA) Subject to sub-paragraph (1D), any other derivative contract which relates to currencies and to which paragraph 4 of Part 1 of Schedule 2 applies.

(1D) Sub-paragraphs (1A), (1B), (1C) and (1CA) only apply to futures, forwards or derivative contacts in relation to which—

(a) an investment firm or qualifying credit institution is providing or performing investment services and activities on a professional basis;

(b) a management company which has a Part 4A permission to do so is providing the investment service specified in paragraph 4 or 5 of Part 3 of Schedule 2 or the ancillary service specified in paragraph 1 of Part 3A of that Schedule;

(d) a full-scope UK AIFM which has a Part 4A permission to do so is providing the investment service specified in paragraph 1, 4 or 5 of Part 3 of that Schedule or the ancillary service specified in paragraph 1 of Part 3A of that Schedule.

(1E) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) There are excluded from sub-paragraph (1) rights under any contract which is made for commercial and not investment purposes.

(3) For the purposes of sub-paragraph (2), in considering whether a contract is to be regarded as made for investment purposes or for commercial purposes, the indicators set out in article 84 of the Regulated Activities Order shall be applied in the same way as they are applied for the purposes of that article.

Contracts for differences etc.

23

(1) Subject to sub-paragraph (2), rights under—

(a) a contract for differences; or

(b) any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss by reference to fluctuations in—

(i) the value or price of property of any description;

(ii) an index or other factor designated for that purpose in the contract.

(2) There are excluded from sub-paragraph (1)—

(a) rights under a contract if the parties intend that the profit is to be secured or the loss is to be avoided by one or more of the parties taking delivery of any property to which the contract relates;

(b) rights under a contract under which money is received by way of deposit on terms that any interest or other return to be paid on the sum deposited will be calculated by reference to fluctuations in an index or other factor;

(i) money is received by the Director of Savings as deposits or otherwise in connection with the business of the National Savings Bank; or

(ii) money is raised under the National Loans Act 1968 under the auspices of the Director of Savings or treated as so raised by virtue of section 11(3) of the National Debt Act 1972;

(d) rights under a qualifying contract of insurance.

(3) Subject to sub-paragraph (4), derivative instruments for the transfer of credit risk—

(a) to which neither paragraph 21 nor sub-paragraph (1) applies; and

(b) to which paragraph 8 of Part 1 of Schedule 2 to the Regulated Activities Order (referred to in the following provisions of this paragraph as “Schedule 2”) applies.

(4) Sub-paragraph (3) only applies to derivatives in relation to which—

(a) an investment firm or qualifying credit institution is providing or performing investment services and activities on a professional basis;

(b) a management company which has a Part 4A permission to do so is providing the investment service specified in paragraph 4 or 5 of Part 3 of Schedule 2 or the ancillary service specified in paragraph 1 of Part 3A of that Schedule;

(d) a full-scope UK AIFM which has a Part 4A permission to do so is providing the investment service specified in paragraph 1, 4 or 5 of Part 3 of that Schedule or the ancillary service specified in paragraph 1 of Part 3A of that Schedule.

(4A) Subject to sub-paragraph (4B), a derivative contract of a binary or other fixed outcomes nature—

(a) to which sub-paragraph (1) does not apply;

(b) which is settled in cash; and

(4B) Sub-paragraph (4A) only applies to derivatives in relation to which—

(a) an investment firm or qualifying credit institution is providing or performing investment services and activities on a professional basis;

(b) a management company which has a Part 4A permission to do so is providing the investment service specified in paragraph 4 or 5 of Part 3 of Schedule 2 or the ancillary service specified in paragraph 1 of Part 3A of that Schedule;

(d) a full-scope UK AIFM which has a Part 4A permission to do so is providing the investment service specified in paragraph 1, 4 or 5 of Part 3 of that Schedule or the ancillary service specified in paragraph 1 of Part 3A of that Schedule.

(e) a person is carrying on the controlled activity referred to in paragraph 4(2).

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Lloyd's syndicate capacity and syndicate membership

24

(1) The underwriting capacity of a Lloyd's syndicate.

(2) A person's membership (or prospective membership) of a Lloyd's syndicate.

Funeral plan contracts

25

Rights under a qualifying funeral plan contract.

Agreements for qualifying credit

26

Rights under an agreement for qualifying credit.

Rights to or interests in investments

27

(1) Subject to sub-paragraphs (2) and (3), any right to or interest in anything which is specified by any other provision of this Part of this Schedule (other than paragraph 26, 26A, 26B or 26C).

(2) Sub-paragraph (1) does not apply to interests under the trusts of an occupational pension scheme.

(2A) Sub-paragraph (1) does not apply to any right or interest acquired as a result of entering into a funeral plan contract (and for this purpose a “funeral plan contract” is a contract of a kind described in paragraph 9(2)(a) and (b)).

(3) Sub-paragraph (1) does not apply to anything which falls within any other provision of this Part of this Schedule.

Interpretation

28

In this Schedule—

“AIFM” has the meaning given in the Regulated Activities Order;

“agreement provider” has the meaning given in paragraph (3) of article 63J of the Regulated Activities Order, read with paragraphs (6) and (7) of that article;

“agreement seller” has the meaning given in article 63J(3) of the Regulated Activities Order

“borrower” has the meaning given by article 60L of the Regulated Activities Order;

“buying” includes acquiring for valuable consideration;

“consumer hire agreement” has the meaning given by article 60N of the Regulated Activities Order;

“contract of insurance” has the meaning given in the Regulated Activities Order;

“contractually based investment” means—rights under a qualifying contract of insurance;any investment of the kind specified by any of paragraphs 21, 22, 23 and 25;any investment of the kind specified by paragraph 27 so far as relevant to an investment falling within (a) or (b);

“EU trading venue" has the meaning given by Article 2.1.16B of the markets in financial instruments regulation;

“hirer” has the meaning given by article 60N of the Regulated Activities Order;

“home purchase provider” and “home purchaser” have the meanings given in article 63F(3) of the Regulated Activities Order;

“investment firm” has the meaning given in the Regulated Activities Order;

“investment services and activities” has the meaning given in the Regulated Activities Order;

“lender” has the meaning given by article 60L of the Regulated Activities Order;

“management company” has the meaning given in the Regulated Activities Order;

“market operator” has the meaning given in the Regulated Activities Order;

“markets in financial instruments directive” means Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (recast);

“MiFID instrument” has the meaning given in article 25D(2) of the Regulated Activities Order;

“multilateral trading facility” has the meaning given in the Regulated Activities Order;

“non-equity MiFID instrument” has the meaning given in article 25DA of the Regulated Activities Order;

“occupational pension scheme” has the meaning given by section 1 of the Pension Schemes Act 1993 but with paragraph (b) of the definition omitted;

“organised trading facility” has the meaning given in the Regulated Activities Order;

“plan provider” has the meaning given by paragraph (3) of article 63B of the Regulated Activities Order, read with paragraphs (7) and (8) of that article;

“property” includes currency of the United Kingdom or any other country or territory;

“qualifying credit institution” has the meaning given in the Regulated Activities Order;

“qualifying funeral plan contract” has the meaning given by paragraph 9;

“regulated consumer hire agreement” has the meaning given by article 60N of the Regulated Activities Order;

“regulated credit agreement” has the meaning given by article 60B of the Regulated Activities Order;

“regulated home purchase plan” has the meaning given in article 63F(3) of the Regulated Activities Order;

“regulated home reversion plan” and “reversion seller” have the meanings given in article 63B(3) of the Regulated Activities Order;

“regulated sale and rent back agreement” has the meaning given in article 63J(3) of the Regulated Activities Order;

“relevant credit agreement” means a credit agreement (within the meaning given by article 60B of the Regulated Activities Order) other than—a regulated mortgage contract or a regulated home purchase plan (within the meaning of that Order); ora buy-to-let mortgage contract as defined in article 4 of the Mortgage Credit Directive Order 2015; “relevant recipient of credit” has the meaning given by article 60L of the Regulated Activities Order.

“security” means a controlled investment falling within any of paragraphs 14 to 20 or 23A or, so far as relevant to any such investment, paragraph 27;

“selling”, in relation to any investment, includes disposing of the investment for valuable consideration, and for these purposes “disposing” includes—in the case of an investment consisting of rights under a contract—surrendering, assigning or converting those rights; orassuming the corresponding liabilities under the contract;in the case of an investment consisting of rights under other arrangements, assuming the corresponding liabilities under the arrangements; andin the case of any other investment, issuing or creating the investment or granting the rights or interests of which it consists;

“syndicate” has the meaning given in the Regulated Activities Order.

“UK trading venue” has the meaning given by Article 2.1.16 of the markets in financial instruments regulation.

SCHEDULE 2 — COUNTRIES AND TERRITORIES

1

The Bailiwick of Guernsey.

2

The Isle of Man.

3

The Commonwealth of Pennsylvania.

4

The State of Iowa.

5

The Bailiwick of Jersey.

SCHEDULE 3 — MARKETS AND EXCHANGES

PART I — Criteria for Relevant EEA or Gibraltar Markets

The criteria are—

(a) the head office of the market must be situated in an EEA State; and

(b) the market must be subject to requirements in the EEA State in which its head office is situated as to—

(i) the manner in which it operates;

(ii) the means by which access may be had to the facilities it provides;

(iii) the conditions to be satisfied before an investment may be traded or dealt in by means of its facilities;

(iv) the reporting and publication of transactions effected by means of its facilities.

PART II — Certain Investment Exchanges Operating Relevant EEA Markets

Aktietorget I Norden (Sweden).

Amsterdam Stock Exchange (Netherlands).

Amsterdam Options Exchange (Netherlands).

Amsterdam Financial Futures Market (Netherlands).

Amsterdam New Market (Netherlands).

Athens Stock Exchange (Greece).

Athens Derivative Exchange (Greece).

Barcelona Stock Exchange (Spain).

Bavarian Stock Exchange (Germany).

Belfox Futures and Options Exchange (Belgium).

Belgian Secondary Market for Treasury Certificates (Belgium).

Berlin-Bremen Stock Exchange (Germany).

Bilbao Stock Exchange (Spain).

Boag Borsen AG

Bremen Stock Exchange (Germany)

Brussels Stock Exchange (including Primary, Secondary and New Markets) (Belgium).

Copenhagen Stock Exchange (Denmark).

Danish Authorised Market Place (Denmark).

Dusseldorf Stock Market (Germany).

EASDAQ (Belgium).

EDX (UK).

Eurex Deutschland (Germany).

Frankfurt Stock Exchange (including Neuer Markt) (Germany).

Hex Ltd (including Helsinki Stock Exchange and Securities and Derivatives Exchange) (Finland).

IDEM Derivatives Market (Italy).

IM Marketplace (Sweden).

Irish Stock Exchange (Ireland).

Italian/Milan Stock Exchange (Italy).

Italian and Foreign Government Bonds Market (Italy).

Le MATIF (France).

Le Monep (France).

Le Nouveau Marche (France).

Lisbon Stock Exchange (including Exchanges for the Officially Quoted, Secondary and Unquoted Markets) (Portugal).

London International Financial Futures and Options Exchange (UK).

London Stock Exchange (UK).

Luxembourg Stock Exchange (Luxembourg).

Madrid Stock Exchange (Spain).

Market for Public Debt (Spain).

MEFF Renta Variable Futures Options Exchange (Spain).

MEFF Renta fija Equity Futures Exchange (Spain).

MIF Derivatives Market (Italy).

Nuovo Mercato (Italy).

OFEX (UK).

OM Stockholm (Sweden).

Paris Stock Exchange (France).

Porto Derivatives Exchange (Portugal).

Stockholm Stock Exchange (Sweden).

Stuttgart Stock Exchange (Germany).

Swedish Bond Money Market Exchange (Sweden).

Unlisted Securities Market (Italy).

Valencia Stock Exchange (Spain).

Vienna Stock Exchange (Austria).

Virt-x (UK).

PART III — Certain Non-EEA Investment Exchanges Operating Relevant Markets

America Stock Exchange.

Australian Stock Exchange.

Basler Effektenbourse.

Boston Stock Exchange.

Bourse de Geneve.

Buenos Aires Stock Exchange.

Canadian Venture Exchange.

Chicago Board Options Exchange.

Chicago Stock Exchange.

Effektenborsenverein Zurich.

Fukuoka Stock Exchange.

Hiroshima Stock Exchange.

Iceland Stock Exchange.

Johannesburg Stock Exchange.

Korean Stock Exchange.

Kuala Lumpur Stock Exchange.

Kyoto Stock Exchange.

Midwest Stock Exchange.

Montreal Stock Exchange.

Nagoya Stock Exchange.

NASDAQ.

National Stock Exchange.

New York Stock Exchange.

New Zealand Stock Exchange Limited.

Niigita Stock Exchange.

Osaka Stock Exchange.

Oslo Stock Exchange.

Pacific Stock Exchange.

Philadelphia Stock Exchange.

Sapporo Stock Exchange.

Singapore Stock Exchange.

Stock Exchange of Hong Kong Limited.

Stock Exchange of Thailand.

Tokyo Stock Exchange.

Toronto Stock Exchange.

PART IV — Other Relevant Markets

American Commodity Exchange.

Australian Financial Futures Market.

Chicago Board of Trade.

Chicago Mercantile Exchange.

Chicago Rice and Cotton Exchange.

Commodity Exchange Inc.

Eurex US.

Eurex Zurich.

International Securities Market Association.

International Petroleum Exchange.

Kansas City Board of Trade.

London Metal Exchange.

Minneapolis Grain Exchange.

New York Board of Trade.

New York Futures Exchange.

New York Mercantile Exchange.

New Zealand Futures Exchange.

Pacific Commodity Exchange.

Philadelphia Board of Trade.

Singapore International Monetary Exchange.

Sydney Futures Exchange.

Toronto Futures Exchange.

SCHEDULE 4 — TAKEOVERS OF RELEVANT UNLISTED COMPANIES

PART I — Requirements Relating to the Offer

1

The terms of the offer must be recommended by all the directors of the company other than any director who is—

(a) the person by whom, or on whose behalf, an offer is made (“offeror”); or

(b) a director of the offeror.

2

(1) This paragraph applies to an offer for debentures or for non-equity share capital.

(2) Where, at the date of the offer, shares carrying 50 per cent or less of the voting rights attributable to the equity share capital are held by or on behalf of the offeror, the offer must include or be accompanied by an offer made by the offeror for the rest of the shares comprised in the equity share capital.

3

This paragraph applies to an offer for shares comprised in the equity share capital.

(2) Where, at the date of the offer, shares which carry 50 per cent or less of the categories of voting rights described in sub-paragraph (3) are held by or on behalf of the offeror, it must be a condition of the offer that sufficient shares will be acquired or agreed to be acquired by the offeror pursuant to or during the offer so as to result in shares carrying more than 50 per cent of one or both categories of relevant voting rights being held by him or on his behalf.

(3) The categories of voting rights mentioned in sub-paragraph (2) are—

(a) voting rights exercisable in general meetings of the company;

(b) voting rights attributable to the equity share capital.

4

(1) Subject to sub-paragraph (2), the offer must be open for acceptance by every recipient for the period of at least 21 days beginning with the day after the day on which the invitation or inducement in question was first communicated to recipients of the offer.

(2) Sub-paragraph (1) does not apply if the offer is totally withdrawn and all persons are released from any obligation incurred under it.

5

The acquisition of the shares or debentures to which the offer relates must not be conditional upon the recipients approving, or consenting, to any payment or other benefit being made or given to any director or former director of the company in connection with, or as compensation or consideration for—

(a) his ceasing to be a director;

(b) his ceasing to hold any office held in conjunction with any directorship; or

(c) in the case of a former director, his ceasing to hold any office which he held in conjunction with his former directorship and which he continued to hold after ceasing to be a director.

6

The consideration for the shares or debentures must be—

(a) cash; or

(b) in the case of an offeror which is a body corporate other than an open-ended investment company, either cash or shares in, or debentures of, the body corporate or any combination of such cash, shares or debentures.

PART II — Accompanying Material

7

An indication of the identity of the offeror and, if the offer is being made on behalf of another person, the identity of that person.

8

An indication of the fact that the terms of the offer are recommended by all directors of the company other than (if that is the case) any director who is the offeror or a director of the offeror.

9

An indication to the effect that any person who is in any doubt about the invitation or inducement should consult a person authorised under the Act.

10

An indication that, except insofar as the offer may be totally withdrawn and all persons released from any obligation incurred under it, the offer is open for acceptance by every recipient for the period of at least 21 days beginning with the day after the day on which the invitation or inducement in question was first communicated to recipients of the offer.

11

An indication of the date on which the invitation or inducement was first communicated to the recipients of the offer.

12

An indication that the acquisition of the shares or debentures to which the offer relates is not conditional upon the recipients approving, or consenting, to any payment or other benefit being made or given to any director or former director of the company in connection with, or as compensation or consideration for—

(a) his ceasing to be a director;

(b) his ceasing to hold any office held in conjunction with any directorship; or

(c) in the case of a former director, his ceasing to hold any office which he held in conjunction with his former directorship and which he continued to hold after ceasing to be a director.

13

An indication of the place where additional material listed in Part III may be inspected.

14

The audited accounts of the company in respect of the latest accounting reference period for which the period for laying and delivering accounts under the 2006 Act has passed or, if accounts in respect of a later accounting reference period have been delivered under the relevant legislation, as shown in those accounts and not the earlier accounts.

15

Advice to the directors of the company on the financial implications of the offer which is given by a competent person who is independent of and who has no substantial financial interest in the company or the offeror, being advice which gives the opinion of that person in relation to the offer.

16

An indication by the directors of the company, acting as a board, of the following matters—

(a) whether or not there has been any material change in the financial position or prospects of the company since the end of the latest accounting reference period in respect of which audited accounts have been delivered to the relevant registrar of companies under the relevant legislation;

(b) if there has been any such change, the particulars of it;

(d) any interests, in percentage terms, which any of them have in the shares in or debentures of any offeror which is a body corporate...

17

An indication of any material interest which any director has in any contract entered into by the offeror and in any contract entered into by any member of any group of which the offeror is a member.

18

An indication as to whether or not each director intends to accept the offer in respect of his own beneficial holdings in the company.

19

In the case of an offeror which is a body corporate and the shares in or debentures of which are to be the consideration or any part of the consideration for the offer, an indication by the directors of the offeror that the information concerning the offeror and those shares or debentures contained in the document is correct.

20

If the offeror is making the offer on behalf of another person—

(a) an indication by the offeror as to whether or not he has taken any steps to ascertain whether that person will be in a position to implement the offer;

(b) if he has taken any such steps, an indication by him as to what those steps are; and

21

An indication that each of the following—

(a) each of the directors of the company;

(b) the offeror; and

is responsible for the information required by Part I and this Part of this Schedule insofar as it relates to themselves or their respective bodies corporate and that, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case) the information is in accordance with the facts and that no material fact has been omitted.

22

The particulars of—

(a) all shares in or debentures of the company; and

(b) all investments falling within paragraph 17, 19 or 21 of Schedule 1 so far as relating to shares in or debentures of the company;

which are held by or on behalf of the offeror or each offeror, if there is more than one, or if none are so held an appropriate negative statement.

23

An indication as to whether or not the offer is conditional upon acceptance in respect of a minimum number of shares or debentures being received and, if the offer is so conditional, what the minimum number is.

24

Where the offer is conditional upon acceptances, an indication of the date which is the latest date on which it can become unconditional.

25

If the offer is, or has become, unconditional an indication of the fact that it will remain open until further notice and that at least 14 days' notice will be given before it is closed.

26

An indication as to whether or not, if circumstances arise in which an offeror is able compulsorily to acquire shares of any dissenting minority under Chapter 3 of Part 28 of the Companies Act 2006 (c.46), that offeror intends to so acquire those shares.

27

If shares or debentures are to be acquired for cash, an indication of the period within which the payment will be made.

28

(1) Subject to sub-paragraph (2), if the consideration or any part of the consideration for the shares or debentures to be acquired is shares in or debentures of an offeror—

(a) an indication of the nature and particulars of the offeror's business, its financial and trading prospects and its place of incorporation;

(b) the following information, in respect of any offeror which is a body corporate and in respect of the company, for the period of five years immediately preceding the date on which the invitation or inducement in question was first communicated to recipients of the offer—

(i) turnover,

(ii) profit on ordinary activities before and after tax,

(iii) extraordinary items,

(iv) profits and loss, and

(v) the rate per cent of any dividends paid, adjusted as appropriate to take account of relevant changes over the period and the total amount absorbed thereby.

(2) In the case of a body corporate—

(a) which was incorporated during the period of five years immediately preceding the date on which the invitation or inducement in question was first communicated to recipients of the offer; or

(b) which has, at any time during that period, been exempt from the provisions of Part 15 of the 2006 Act relating to the audit of accounts by virtue of section 477 or 480 of that Act...;

the information described in sub-paragraph (1) with respect to that body corporate need be included only in relation to the period since its incorporation or since it last ceased to be exempt from those provisions of Part 15 of the 2006 Act.

29

Particulars of the first dividend in which any such shares or debentures will participate and of the rights attaching to them (including in the case of debentures, rights as to interest) and of any restrictions on their transfer.

30

An indication of the effect of the acceptance on the capital and income position of the holder of the shares in or debentures of the company.

31

Particulars of all material contracts (not being contracts which were entered into in the ordinary course of business) which were entered into by each of the company and the offeror during the period of two years immediately preceding the date on which the invitation or inducement in question was first communicated to recipients of the offer.

32

Particulars of the terms on which shares in or debentures of the company acquired in pursuance of the offer will be transferred and any restrictions on their transfer.

33

An indication as to whether or not it is proposed, in connection with the offer, that any payment or other benefit be made or given to any director or former director of the company in connection with, or as compensation or consideration for—

(a) his ceasing to be a director;

(b) his ceasing to hold any office held in conjunction with any directorship; or

(c) in the case of a former director, his ceasing to hold any office which he held in conjunction with his former directorship and which he continued to hold after ceasing to be a director;

and, if such payments or benefits are proposed, details of each one.

34

An indication as to whether or not there exists any agreement or arrangement between—

(a) the offeror or any person with whom the offeror has an agreement of the kind described in section 824 of the 2006 Act; and

(b) any director or shareholder of the company or any person who has been such a director or shareholder;

at any time during the period of twelve months immediately preceding the date on which the invitation or inducement in question was first communicated to recipients of the offer, being an agreement or arrangement which is connected with or dependent on the offer and, if there is any such agreement or arrangement, particulars of it.

35

An indication whether or not the offeror has reason to believe that there has been any material change in the financial position or prospects of the company since the end of the accounting reference period to which the accounts referred to in paragraph 14 relate, and if the offeror has reason to believe that there has been such a change, the particulars of it.

36

An indication as to whether or not there is any agreement or arrangement whereby any shares or debentures acquired by the offeror in pursuance of the offer will or may be transferred to any other person, together with the names of the parties to any such agreement or arrangement and particulars of all shares and debentures in the company held by such persons.

37

Particulars of any dealings—

(a) in the shares in or debentures of the company; and

(b) if the offeror is a body corporate, in the shares in or debentures of the offeror;

which took place during the period of twelve months immediately preceding the date on which the invitation or inducement in question was first communicated to recipients of the offer and which were entered into by every person who was a director of either the company or the offeror during that period; and, if there have been no such dealings, an indication to that effect.

38

In a case in which the offeror is a body corporate which is required to deliver accounts under the 2006 Act, particulars of the assets and liabilities as shown in its audited accounts in respect of the latest accounting reference period for which the period for laying and delivering accounts under the relevant legislation has passed or, if accounts in respect of a later accounting reference period have been delivered under the relevant legislation, as shown in those accounts and not the earlier accounts.

39

Where valuations of assets are given in connection with the offer, the basis on which the valuation was made and the names and addresses of the persons who valued them and particulars of any relevant qualifications.

40

If any profit forecast is given in connection with the offer, an indication of the assumptions on which the forecast is based.

PART III — Additional Material Available for Inspection

41

The memorandum and articles of association of the company.

42

If the offeror is a body corporate, the memorandum and articles of association of the offeror or, if there is no such memorandum and articles, any instrument constituting or defining the constitution of the offeror and, in either case, if the relevant document is not written in English, a certified translation in English.

43

In the case of a company that does not fall within paragraph 45—

(a) the audited accounts of the company in respect of the last two accounting reference periods for which the laying and delivering of accounts under the 2006 Act has passed; and

(b) if accounts have been delivered to the relevant registrar of companies, in respect of a later accounting reference period, a copy of those accounts.

44

In the case of an offeror which is required to deliver accounts to the registrar of companies and which does not fall within paragraph 45—

(a) the audited accounts of the offeror in respect of the last two accounting reference periods for which the laying and delivering of accounts under the 2006 Act has passed; and

(b) if accounts have been delivered to the relevant registrar of companies in respect of a later accounting reference period, a copy of those accounts.

45

In the case of a company or an offeror—

(a) which was incorporated during the period of three years immediately preceding the date on which the invitation or inducement in question was first communicated to recipients of the offer; or

(b) which has, at any time during that period, been exempt from the provisions of Part 15 of the 2006 Act relating to the audit of accounts by virtue of section 477 or 480 of that Act ...;

the information described in whichever is relevant of paragraph 43 or 44 with respect to that body corporate need be included only in relation to the period since its incorporation or since it last ceased to be exempt from those provisions of Part 15 of the 2006 Act.

46

All existing contracts of service entered into for a period of more than one year between the company and any of its directors and, if the offeror is a body corporate, between the offeror and any of its directors.

47

Any report, letter, valuation or other document any part of which is exhibited or referred to in the information required to be made available by Part II and this Part of this Schedule.

48

If the offer document contains any statement purporting to have been made by an expert, that expert's written consent to the inclusion of that statement.

49

All material contracts (if any) of the company and of the offeror (not, in either case, being contracts which were entered into in the ordinary course of business) which were entered into during the period of two years immediately preceding the date on which the invitation or inducement in question was first communicated to recipients of the offer.

SCHEDULE 5 — STATEMENTS FOR HIGH NET WORTH INDIVIDUALS AND SELF-CERTIFIED SOPHISTICATED INVESTORS

PART I — STATEMENT FOR ... HIGH NET WORTH INDIVIDUALS

1

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

Settlors, trustees and personal representatives

53

Beneficiaries of trust, will or intestacy

54

Communications by members of professions

55

Non-real time communication by members of professions

55A

Remedy following report by Parliamentary Commissioner for Administration

56

Persons placing promotional material in particular publications

57

Acquisition of interest in premises run by management companies

58

Annual accounts and directors' report

59

Participation in employee share schemes

60

Sale of goods and supply of services

61

Sale of body corporate

62

Takeovers of relevant unlisted companies: interpretation

63

Takeovers of relevant unlisted companies: interpretation

64

Takeovers of relevant unlisted companies: interpretation

65

Takeovers of relevant unlisted companies

66

Promotions required or permitted by market rules

67

Promotions in connection with admission to certain EEA markets

68

Promotions of securities already admitted to certain markets

69

Promotions included in listing particulars etc.

70

Material relating to prospectus for public offer of unlisted securities

71

Pension products offered by employers

72

Advice centres

73

Revocation

74

SCHEDULE 1

PART I — Controlled Activities

Accepting deposits

1

Effecting or carrying out contracts of insurance

2

Dealing in securities and contractually based investments

3

Arranging deals in investments

4

Managing investments

5

Safeguarding and administering investments

6

Advising on investments

7

Advising on syndicate participation at Lloyd's

8

Providing funeral plan contracts

9

Providing qualifying credit

10

Arranging qualifying credit etc.

10A

Advising on qualifying credit etc.

10B

Agreeing to carry on specified kinds of activity

11

PART II — Controlled Investments

12

13

14

Instruments creating or acknowledging indebtedness