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

• “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

• (1)

• 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;

• (c) any interests, in percentage terms, which any of them have in the shares in or debentures of the company...;

• (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

• (c) the offeror's opinion as to whether that person will be in a position to implement the offer.

21

An indication that each of the following—

• (a) each of the directors of the company;

• (b) the offeror; and

• (c) if the offeror is a body corporate, each of the directors of the offeror;

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

The statement to be completed and signed for the purposes of article 48(2) (definition of high net worth individual) must be in the following form and contain the following information—

[image omitted]

PART II — STATEMENT FOR SELF-CERTIFIED SOPHISTICATED INVESTORS

2

The statement to be completed and signed for the purposes of article 50A(1) (definition of self-certified sophisticated investor) must be in the following form and contain the following information—

[image omitted]

SCHEDULE 6 — REVOCATION

Order	Reference	Extent of revocation
The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001	S.I. 2001/1335	The whole Order
The Financial Services and Markets Act 2000 (Financial Promotion) (Amendment) Order 2001	S.I. 2001/2633	The whole Order
The Financial Services and Markets Act 2000 (Miscellaneous Provisions) Order 2001	S.I. 2001/3650	Article 4 and 5
The Financial Services and Markets Act 2000 (Financial Promotion) (Amendment No. 2) Order 2001	S.I. 2001/3800	The whole Order
The Financial Services and Markets Act 2000 (Financial Promotion and Miscellaneous Amendments) Order 2002	S.I. 2002/1310	Article 2
The Financial Services and Markets Act 2000 (Commencement of Mortgage Regulation) (Amendment) Order 2002	S.I. 2002/1777	Article 4
The Financial Services and Markets Act 2000 (Financial Promotion) (Amendment) (Electronic Communications Directive) Order 2002	S.I. 2002/2157	The whole Order
The Financial Services and Markets Act 2000 (Financial Promotion) (Amendment) Order 2003	S.I. 2003/1676	The whole Order
The Financial Services and Markets Act 2000 (Financial Promotion and Promotion of Collective Investment Schemes) (Miscellaneous Amendments) Order 2005	S.I. 2005/270	Article 2 and Schedule 1

Signed

Jean Ryan — Tom Watson — Two of the Lords Commissioners of Her Majesty's Treasury — 2005-06-08

Explanatory note

(This note does not form part of the Order)

This Order revokes and re-enacts, with certain amendments, the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (S.I.2001/1335) (“the 2001 Order”), as amended.

The Order continues to specify the kinds of activities and investments which are controlled activities and controlled investments for the purposes of section 21 of the Financial Services and Markets Act 2000 (c. 8) (“the Act”). Any invitation or inducement which is made in the course of business and which invites or induces someone either to enter into an agreement the making of which constitutes a controlled activity or to exercise rights conferred by a controlled investment is subject to the restriction imposed by section 21(1). Section 21(1) precludes anyone from communicating such an invitation or inducement unless either he is an authorised person within the meaning of the Act or the content of the communication is approved by an authorised person. Contravention of this prohibition is a criminal offence.

The terms “controlled activities” and “controlled investment” are defined for the purposes of section 21 of the Act by reference to the activities and investments set out in Schedule 1 to the Order.

The Order also continues to set out a number of exemptions from the restriction on financial promotions contained in section 21(1) of the Act, some of which apply to communications relating to all kinds of controlled activity while others relate to some activities only.

The principal changes made by this Order are—

• (1) the exemption in respect of communications made for the purpose of introducing the recipient to an authorised or an exempt person in certain circumstances is extended so as to apply to non-real time communications in addition to a real-time communications (article 15);

• (2) a new exemption is provided for certain communications made by an authorised person on behalf of an unauthorised person (article 17A);

• (3) the exemption in respect of communications made to associations of high net worth and sophisticated investors is extended so as to apply to communications made to individual members of such associations (article 51);

• (4) the exemption relating to communications by members of professions is not affected by a defect in the prescribed wording of the communication provided the defect does not affect the communication’s meaning (article 55A);

• (5) a new exemption is provided in respect of a communication made by an employer to an employee in relation to a group personal pension scheme or a stakeholder pension scheme (article 72); and

• (6) a new exemption is provided in respect of communications made by advice centres in relation to qualifying credit, qualifying contracts of insurance and child trust funds (article 73).

A regulatory impact assessment has been prepared in relation to this Order and a copy can be obtained from the Financial Stability and Regulatory Policy Team, H M Treasury, 1 Horse Guards Road, London SW1A 2HQ.

Footnotes

The criteria are—

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

• (b) the market must be subject to requirements in the EEA State in which its head office is situated or (where its head office is situated in Gibraltar), in Gibraltar 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.

• 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).

• 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.

• 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.

Editorial notes