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The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019

Type Statutory-Instrument

Publication 2019-03-22

Last updated 2025-02-27

State In force

Department King's Printer of Acts of Parliament

Source legislation.gov.uk

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articles 52

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“insurance intermediary” means a person other than— (a) an insurance or reinsurance undertaking or an employee of such an undertaking, or (b) an ancillary insurance intermediary, who, for remuneration, takes up or pursues the activity of insurance distribution;

(b) for the definition of “reinsurance intermediary” substitute—

“reinsurance intermediary” means a person other than— (a) a reinsurance undertaking, or (b) an employee of a reinsurance undertaking, who, for remuneration, takes up or pursues the activity of reinsurance distribution;

(3) After that paragraph insert—

(5) In paragraph (4)— - “ancillary insurance intermediary”, “insurance distribution” and “reinsurance distribution” have the same meaning as in article 4; - “remuneration” means any commission, fee, charge or other payment, including an economic benefit of any kind or any other financial or non-financial advantage or incentive offered or given.

Article 35 (international securities self-regulating organisations)

129

(1) In article 35 (international securities self-regulating organisations) paragraph (3) is amended as follows.

(2) In sub-paragraph (ba) omit “an EEA central counterparty (as defined in section 285(1)(c) of the Act) or”.

(3) In sub-paragraph (bb) omit “an EEA CSD (as defined in section 285(1)(f) of the Act) or”.

Article 35A (trade repositories)

130

At the end of article 35A (trade repositories), the existing text of which becomes paragraph (1), insert—

(2) The reference in paragraph (1)(a) to Regulation (EU) 648/2012 is a reference to that instrument as it has effect at the beginning of the day on which the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 are made (but see regulation 2 of the European Union (Withdrawal) Act 2018 (Consequential Modifications and Repeals and Revocations) Regulations 2019 , which may further update the reference).

Article 42A (depositaries of UCITS and AIFs)

131

(1) Article 42A (depositaries of UCITS and AIFs) is amended as follows.

(2) In the heading, for “UCITS” substitute “ UK UCITS ”.

(3) In paragraph (a), for “a UCITS” substitute “ a UK UCITS ”.

Article 51ZA (managing a UCITS)

132

(1) Article 51ZA (managing a UCITS) is amended as set out in paragraphs (2) to (4).

(2) In the heading and in paragraph (1), for “a UCITS” substitute “ a UK UCITS ”.

(3) For paragraph (2) substitute—

(2) A person manages a UK UCITS when the person carries on collective portfolio management of it. (2A) In paragraph (2) “collective portfolio management” includes investment management, administration and marketing; and “administration” here means— (a) legal and fund management accounting services; (b) customer inquiries; (c) valuation and pricing (including tax returns); (d) regulatory compliance monitoring; (e) maintenance of unit-holder register; (f) distribution of income; (g) unit issues and redemptions; (h) contract settlements (including certificate dispatch); (i) record keeping.”.

(4) In paragraph (3), for “a UCITS” substitute “ a UK UCITS ”.

(5) In consequence of the amendments made by paragraphs (2) to (4)—

(a) in article 72H , in paragraph (2)(m), for “a UCITS” substitute “ a UK UCITS ”;

(b) omit Schedule 6.

Article 51ZB (acting as trustee or depositary of a UCITS)

133

(1) In article 51ZB (acting as trustee or depositary of a UCITS), in the heading and in paragraph (1), for “a UCITS” substitute “ a UK UCITS ”.

(2) In consequence of the amendments made by paragraph (1), in article 72H, in paragraph (2)(n), for “a UCITS” substitute “ a UK UCITS ”.

Article 51ZD (acting as trustee or depositary of an AIF)

134

(1) Article 51ZD (acting as trustee or depositary of an AIF) is amended as follows.

(2) In paragraph (2) omit sub-paragraph (b) and the preceding “or”.

(3) In paragraph (3), for sub-paragraph (a) substitute—

(a) a person appointed as a depositary by the AIFM in compliance with a requirement imposed by rule 3.11.10, 3.11.12 or 3.11.33 of the Investment Funds sourcebook; or

Article 51ZG (operating a collective investment scheme in relation to a UCITS or an AIF)

135

(1) Article 51ZG (operating a collective investment scheme in relation to a UCITS or an AIF) is amended as follows.

(2) In the heading and in paragraph (1)(a), for “a UCITS” substitute “ a UK UCITS ”.

(3) In paragraph (2)(b) and (c), for “the UCITS or AIF” substitute “ the UK UCITS or the AIF ”.

Article 53DA (advising on regulated credit agreements for the acquisition of land)

136

In article 53DA (advising on regulated credit agreements for the acquisition of land), for paragraph (2) substitute—

(2) In this article— (a) a reference to any land or building— (i) in relation to an agreement entered into before IP completion day, is a reference to any land or building in the United Kingdom or within the territory of an EEA State; (ii) in relation to an agreement entered into on or after IP completion day, is a reference to any land or building in the United Kingdom; (b) “regulated credit agreement” has the meaning given by article 60B(3).

Article 54 (advice given in newspapers etc)

137

(1) In article 54 (advice given in newspapers etc), in paragraph (1)(b)(va) , after “land” and after “building” insert “ in the United Kingdom ”.

(2) The amendment made by paragraph (1) does not apply in relation to any advice published or given before IP completion day.

Article 60D (exempt agreements: exemption relating to the purchase of land for non-residential purposes)

138

In article 60D (exempt agreements: exemption relating to the purchase of land for non-residential purposes), for paragraph (4) substitute—

(4) This article does not apply to an agreement if— (a) the agreement is entered into on or after 21st March 2016, (b) under the agreement a mortgage creditor grants or promises to grant a credit in the form of a deferred payment, loan or other similar financial accommodation, (c) the credit is granted or promised to an individual who is acting for purposes outside those of any trade, business or profession carried on by the individual, (d) the purpose of the agreement is to acquire or retain property rights in land or in an existing or projected building, and (e) the agreement does not meet the conditions in paragraphs (i) to (iii) of article 61(3)(a) (regulated mortgage contracts). (5) A reference in paragraph (4)(d) to any land or building— (a) in relation to an agreement entered into before IP completion day, is a reference to any land or building in the United Kingdom or within the territory of an EEA State; (b) in relation to an agreement entered into on or after IP completion day, is a reference to any land or building in the United Kingdom.

Article 60E (exempt agreements: exemptions relating to the nature of the lender)

139

In Article 60E , in subsection (6)(a), for “credit institution” substitute “ qualifying credit institution ”.

Article 60G (exempt agreements: exemptions relating to the total charge for credit)

140

(1) Article 60G (exempt agreements: exemptions relating to the total charge for credit) is amended as follows.

(2) In paragraph (2A)(a) , for “of a type described in Article 3(1) of the mortgages directive” substitute “ one to which subsection (2) of section 423A of the Act applies ”.

(3) In paragraph (2A)(b)—

(a) for “of such a type” substitute “ one to which that subsection applies ”;

(b) in paragraph (i), for “of a kind to which the mortgages directive does not apply by virtue of Article 3(2) of that directive” substitute “ one to which subsection (3) of that section applies ”;

(4) In paragraph (8) , for “of a type described in Article 3(1) of the mortgages directive” substitute “ to which subsection (2) of section 423A of the Act applies ”.

(5) After that paragraph insert—

(9) In this article “bridging loan” means a mortgage agreement that— (a) is of no fixed duration or is due to be repaid within 12 months, and (b) is used by a consumer, within the meaning given by section 423A(4) of the Act, as a temporary financing solution while transitioning to another financial arrangement for the immovable property concerned.

Article 60H (exempt agreements: exemptions relating to the nature of the borrower)

141

(1) Article 60H (exempt agreements: exemptions relating to the nature of the borrower) is amended as follows.

(2) In paragraph (1)(b)(ii) omit sub-paragraph (bb) and the preceding “or”.

(3) Omit paragraph (2) .

Article 60HA (exempt agreements: exemptions not permitted under the mortgages directive)

142

(1) Article 60HA (exempt agreements: exemptions not permitted under the mortgages directive) is amended as follows.

(2) In the heading, for “exemptions not permitted under the mortgages directive” substitute “ provision qualifying articles 60E, 60F and 60H ”.

(3) In paragraph (1) , for the words after “article 60E(2) or (5)” substitute “ or 60F(4) if it is a mortgage agreement to which paragraph (2) does not apply ”.

(4) In paragraph (2)—

(a) after “This paragraph applies” insert “ to an agreement ”;

(b) omit paragraph (a);

Article 60JA (payment institutions)

143

(1) Omit article 60JA (payment institutions).

(2) In relation to a person who has transitional authorisation by virtue of paragraph 14 of Schedule 3 to the Electronic Money, Payment Services and Payment Systems (Amendment and Transitional Provisions) (EU Exit) Regulations 2018 (“the 2018 Regulations”), the amendment made by paragraph (1) does not apply during the transition period (within the meaning given by paragraph 22 of that Schedule).

(2A) In relation to a person who has a continued authorisation for a limited purpose in accordance with paragraph 26 of Schedule 3 to the 2018 Regulations or is exempt from the prohibition in regulation 138(1) of Payment Services Regulations 2017 by virtue of paragraph 36 of Schedule 3 to the 2018 Regulations, the amendment made by paragraph (1) does not apply during the extension period (within the meaning given by paragraph 31 of that Schedule) or the period of exemption (within the meaning given by paragraph 36 of that Schedule).

(3) Despite the repeal of Schedule 5 to the Payment Services Regulations 2017 by the 2018 Regulations, that Schedule has effect, with any necessary modifications, in relation to a case where the amendment made by paragraph (1) does not apply because of paragraph (2) or (2A).

Article 60JB (electronic money institutions)

144

(1) Omit article 60JB (electronic money institutions).

(2) In relation to a person who has transitional authorisation by virtue of paragraph 2 of Schedule 3 to the Electronic Money, Payment Services and Payment Systems (Amendment and Transitional Provisions) (EU Exit) Regulations 2018 (“the 2018 Regulations”), the amendment made by paragraph (1) does not apply during the transition period (within the meaning given by paragraph 10 of that Schedule).

(2A) In relation to a person who has continued authorisation for limited purposes in accordance with paragraph 12B of Schedule 3 to the 2018 Regulations or is exempt from the prohibition in regulation 63(1) of Electronic Money Regulations 2011 by virtue of paragraph 12L of Schedule 3 to the 2018 Regulations, the amendment made by paragraph (1) does not apply during the extension period (within the meaning given by paragraph 12G of that Schedule) or the period of exemption (within the meaning given by paragraph 12L of that Schedule).

(3) Despite the repeal of Schedule 2A to the Electronic Money Regulations 2011 by the 2018 Regulations, that Schedule has effect, with any necessary modifications, in relation to a case where the amendment made by paragraph (1) does not apply because of paragraph (2) or (2A).

Article 61 (regulated mortgage contracts)

145

(1) Article 61 (regulated mortgage contracts) is amended as follows.

(2) In paragraph (3)(a)(ii) omit “in the EEA”.

(3) In paragraph (4), after sub-paragraph (a) insert—

(aa) “land”— (i) in relation to a contract entered into before IP completion day, means land in the United Kingdom or within the territory of an EEA State; (ii) in relation to a contract entered into on or after IP completion day, means land in the United Kingdom.

Article 61A (mortgage contracts which are not regulated mortgage contracts)

146

(1) In article 61A (mortgage contracts which are not regulated mortgage contracts) paragraph (6) is amended as follows.

(2) In the definition of “bridging loan”, for “Article 4(23) of the mortgages directive” substitute “ article 60G(9) ”.

(3) In the definition of “exempt consumer buy-to-let mortgage contract”, in paragraph (a), for “of a kind to which the mortgages directive does not apply by virtue of Article 3(2) of that directive” substitute “ an agreement to which section 423A(3) of the Act applies ”.

(4) In the definition of “exempt housing authority loan”, in paragraph (b)—

(a) for sub-paragraph (i) substitute—

(i) is an agreement to which section 423A(3) of the Act applies,”;

(b) in sub-paragraph (iii), for “exemptions not permitted under the mortgages directive” substitute “ provision qualifying articles 60E, 60F and 60H ”.

Article 72 (overseas persons)

147

(1) Article 72 (overseas persons) is amended as follows.

(2) In paragraph (8) , for “credit institution” substitute “ qualifying credit institution ”.

(3) In paragraphs (8)(b) and (10) omit “Member”.

(4) In paragraph (9A) —

(a) in sub-paragraph (a) omit “23(2) or”;

(b) omit sub-paragraph (b) and the preceding “or”.

(5) After paragraph (10) insert—

(10A) This article does not apply in the following two cases.

(6) In paragraph (11) , for “This Article does not apply” substitute “ The first case is ”.

(7) After paragraph (11) insert—

(11A) The second case is where the overseas person is— (a) a third-country firm, as defined by Article 2.1.42 of the markets in financial instruments regulation; (b) established in a county that is the subject of an equivalence determination; and (c) carrying on an activity a third country firm established in that third country may carry on, by virtue of the equivalence determination, under— (i) Article 46.1 of the markets in financial instruments regulation, if it is registered by the FCA in the register of third country firms established in accordance with Article 48 of that regulation, or (ii) Article 46.5 of that regulation.

(8) In paragraph (12) —

(a) for “paragraph (11)” substitute “ paragraphs (11) and (11A) ”;

(b) in sub-paragraph (a)—

(i) after “by the Commission”, in both places, insert “ before IP completion day”;

(ii) omit the “and” at the end;

(c) “equivalence determination” means a determination made by the Treasury— (i) in regulations under Article 47.1 of the markets in financial instruments regulation and not revoked; or (ii) by direction under regulation 2 of the Equivalence Determinations for Financial Services and Miscellaneous Provisions (Amendment etc) (EU Exit) Regulations 2019 and not revoked; (d) a country is the subject of an equivalence determination if a period of more than three years has elapsed since— (i) the date on which the equivalence determination came into force, or (ii) where two or more equivalence determinations have been made in succession in relation to the country concerned, the date on which the first equivalence determination came into force; (e) for the purposes of sub-paragraph (d), an equivalence determination is not made in succession to an earlier determination if the earlier determination ceased to have effect before the later determination came into force.

Article 72AA (managers of UCITS and AIFs)

148

(1) In Article 72AA (managers of UCITS and AIFs)—

(a) in the heading, for “UCITS” substitute “ UK UCITS ”;

(b) in paragraph (2), for “a UCITS” substitute “ a UK UCITS ”.

(2) In consequence of the amendments made by paragraph (1), for “UCITS” substitute “ UK UCITS ” in the following provisions—

(a) article 9AA ;

(b) article 12A ;

(d) article 24;

(e) article 36(1), (2) and (3);

(f) article 39;

(g) article 39C ;

(h) article 44;

(i) article 50;

(j) article 51A ;

(k) article 52A ;

(l) article 55(1) and (2);

(m) article 58A ;

(n) article 60A ;

(o) article 63A ;

(p) article 63E ;

(q) article 63I ;

(r) article 63M .

Article 72D (large risks contracts where risk situated outside the EEA)

149

(1) Article 72D (large risks contracts where risk situated outside the EEA) is amended as set out in paragraphs (2) to (4).

(2) In the heading, for “the EEA” substitute “ the United Kingdom ”.

(3) In paragraph (1), for “an EEA State” substitute “ the United Kingdom ”.

(4) In paragraph (4) omit “(within the meaning of the Seventh Company Law Directive)”.

(5) In consequence of the amendments made by paragraphs (2) and (3), for “outside the EEA” substitute “ outside the United Kingdom ” in the following provisions—

(a) article 24 ;

(b) article 36(1) ;

(d) article 55(1) .

Article 72E (Business Angel-led Enterprise Capital Funds)

150

In article 72E (Business Angel-led Enterprise Capital Funds), in paragraph (8)—

(a) for “in accordance with the law of an EEA State” substitute “ under the law of any part of the United Kingdom ”;

(b) for “within the territory of an EEA State” substitute “ in the United Kingdom ”.

Article 72G (local authorities)

151

(1) Article 72G (local authorities) is amended as follows.

(2) In paragraph (3B)(b), for paragraph (i) substitute—

(i) is an agreement to which section 423A(3) of the Act applies;

(3) In paragraph (4)(a), in paragraph (ii), for the words after “a credit agreement” substitute “ falling within paragraph (6A) or within section 423A(2)(a) or (b) or (3)(b), (d), (e) or (f) of the Act; ”.

(4) In paragraph (4)(b), for paragraph (i) substitute—

(i) it is an agreement to which section 423A(3) of the Act applies;

(5) After paragraph (4) insert—

(4A) A reference in paragraph (4) to any land or building— (a) in relation to an agreement entered into before IP completion day, is a reference to any land or building in the United Kingdom or within the territory of an EEA State; (b) in relation to an agreement entered into on or after IP completion day, is a reference to any land or building in the United Kingdom.

(6) After paragraph (6) insert—

(6A) The following credit agreements fall within this paragraph— (a) an agreement involving a total amount of credit of less than 200 euro; (b) an agreement that involves a total amount of credit of more than 75,000 euro, other than an unsecured credit agreement the purpose of which is the renovation of a residential immovable property; (c) a hiring or leasing agreement under which an obligation to purchase the object of the agreement is not laid down either by the agreement itself or by any separate agreement; (d) an agreement under which the credit is granted free of interest and without any other charges; (e) an agreement under which the credit has to be repaid within three months and only insignificant charges are payable; (f) an agreement concluded with an investment firm or a credit institution for the purposes of allowing an investor to carry out a transaction relating to one or more of the instruments listed in Part 1 of Schedule 2, where the investment firm or credit institution granting the credit is involved in that transaction; (g) an agreement under which the consumer's liability is strictly limited to an item that the consumer is requested to deposit, upon the conclusion of the agreement, as security in the creditor's safe-keeping; (h) an agreement that relates to a restricted public loan. (6B) For the purposes of subsection (6A)(c), an obligation to purchase the object of the agreement is deemed to exist if the creditor decides that it does.

(7) In paragraph (7)—

(a) in the definition of “bridging loan”, for “Article 4(23) of the mortgages directive” substitute “ article 60G(9) ”;

(b) at the appropriate place insert—

“consumer” means an individual who is acting for purposes outside those of any trade, business or profession carried on by the individual;

Article 77A (alternative finance investment bonds)

152

(1) Article 77A (alternative finance investment bonds) is amended as follows.

(2) In paragraph (2), for sub-paragraph (f) substitute—

(f) the arrangements are— (i) a security that is admitted to the official list in accordance with Part 6 of the Act, (ii) a security that is admitted to an official list in the EEA (in accordance with the provisions of Directive 2001/34/EC of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities) and has been so admitted since before IP completion day, (iii) a security that is admitted to trading on a recognised investment exchange or a UK trading venue, or (iv) a security that is admitted to trading on an EU trading venue and has been so admitted since before IP completion day.

(3) After paragraph (3) insert—

(3A) In sub-paragraph (2)(f)— - “EU trading venue” has the meaning given by Article 2.1.16B of the markets in financial instruments regulation; - “UK trading venue” has the meaning given by Article 2.1.16A of that regulation.

Article 78 (government and public securities)

153

In article 78 (government and public securities), in paragraph (1)(g)(i) and (ii) omit “or another EEA State”.

Article 82A (greenhouse gas emissions allowances)

154

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

Article 82B (emission allowances)

155

(1) Article 82B (emission allowances) is amended as follows.

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

(3) In paragraph (2), for sub-paragraphs (a) to (d) substitute—

(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, (c) a market operator is providing the investment service specified in paragraph 8 or 9 of Part 3 of that Schedule, or (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.

Article 83 (options)

156

(1) Article 83 (options) is amended as follows.

(2) In paragraph (1)(e) , for the words after “an option to which” substitute “ paragraph 5, 6, 7 or 10 of Part 1 of Schedule 2 (read with Articles 5, 6, 7, and 8 of the Commission Regulation) applies ”.

(3) In paragraph (2)(d) —

(a) in paragraph (i) omit “Section C of Annex I to the markets in financial instruments directive, the text of which is set out in”;

(b) in paragraph (ii), for “Section C of Annex I to the markets in financial instruments directive” substitute “ Part 1 of that Schedule ”.

(4) In paragraph (3)(c) , for “Section C of Annex I to the markets in financial instruments directive” substitute “ Part 1 of Schedule 2 ”.

(5) In paragraph (4) , for sub-paragraphs (a) to (d) substitute—

(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, (c) a market operator is providing the investment service specified in paragraph 8 or 9 of Part 3 of that Schedule, or (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.

(6) Omit paragraph (5) .

Article 84 (futures)

157

(1) Article 84 (futures) is amended as follows.

(2) In paragraph (1A)(d), (1B)(e) and (1C)(c) , for “Section C of Annex I to the markets in financial instruments directive” substitute “ Part 1 of Schedule 2 ”.

(3) In paragraph (1CA) —

(a) for “Section C of Annex I to the markets in financial instruments directive” substitute “ Part 1 of Schedule 2 ”;

(b) for “the texts of which are set out in Parts 1 and 2 of Schedule 2” substitute “ the text of which is set out in Part 2 of Schedule 2 ”.

(4) In paragraph (1D) , for sub-paragraphs (a) to (d) substitute—

(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, (c) a market operator is providing the investment service specified in paragraph 8 or 9 of Part 3 of that Schedule, or (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) Omit paragraph (1E) .

Article 85 (contracts for differences etc)

158

(1) Article 85 (contracts for differences etc) is amended as follows.

(2) In paragraph (3)(b) , for “Section C of Annex I to the markets in financial instruments directive” substitute “ Part 1 of Schedule 2 ”.

(3) In paragraphs (4) and (4B) , for sub-paragraphs (a) to (d) substitute—

(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, (c) a market operator is providing the investment service specified in paragraph 8 or 9 of Part 3 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.

(4) In paragraph (4A)(c) —

(a) for “Section C of Annex I to the markets in financial instruments directive” substitute “ Part 1 of Schedule 2 ”;

(b) for “the texts of which are set out in Parts 1 and 2 of Schedule 2” substitute “ the text of which is set out in Part 2 of Schedule 2 ”.

(5) Omit paragraph (5) .

Article 95 (exclusion from record where not fit and proper to carry on insurance distribution)

159

In article 95 (exclusion from record where not fit and proper to carry on insurance distribution) omit paragraph (1A) .

Schedule 4 (relevant text of the insurance distribution directive)

160

In Schedule 4 (relevant text of the insurance distribution directive), after Part 5 insert—

(1) This Part has effect for the purposes of article 4(5). (2) Article 2.1(2) of the insurance distribution directive has effect— (a) as if “within the meaning of the Financial Services and Markets Act 2000” were inserted after “a reinsurance undertaking”, and (b) as if “within the meaning given by article 33B(4) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001” were inserted after “a reinsurance intermediary”. (3) Article 2.1(4) of the insurance distribution directive has effect as if “within the meaning of the Financial Services and Markets Act 2000” were substituted for “as defined in points (1) and (2) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the Council”. (4) Article 2.2 of the insurance distribution directive has effect as if, as the end, there were inserted— “In points (b), (c) and (d) “insurance undertaking” and “reinsurance undertaking” have the same meaning as in the Financial Services and Markets Act 2000.”

Schedule 8 (persons excluded from regulated activity of managing an AIF)

161

(1) Schedule 8 (persons excluded from regulated activity of managing an AIF) is amended as follows.

(2) In paragraph 1, after “the alternative investment fund managers directive” insert “ , and not referred to in paragraph 1B, ”.

(3) After paragraph 1 insert—

(1A) For the purposes of paragraph 1, in Article 4(1)(o) of the alternative investment fund managers directive (definition of “holding company”) the reference to the Union is to be read as a reference to the United Kingdom. (1B) In this Schedule— “parent undertaking” has the meaning given by section 1162 of the Companies Act 2006 (read with Schedule 7 to that Act); “subsidiary” has the meaning given to “subsidiary undertaking” by that section (read with that Schedule)

(4) For paragraph 4 substitute—

(4) The trustees and managers of an occupational pension scheme within the meaning of section 1(1) of the Pension Schemes Act 1993 .

(5) In paragraph 5—

(a) omit “The European Central Bank,”;

(b) for “, any other” substitute “ or any other ”;

(6) In paragraph 11 —

(a) for “an EEA State” substitute “ the United Kingdom ”;

(b) for the words after “in accordance with” substitute “ Part 3 of the Alternative Investment Fund Managers Regulations 2013 . ”.

PART 4 — Amendments to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

Introduction and transitional provision

162

(1) The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 is amended as set out in this Part.

(2) Nothing in this Part causes a communication to constitute a breach of the prohibition in subsection (1) of section 21 of the Financial Services and Markets Act 2000 (restrictions on financial promotion) if—

(a) a contract entered into before IP completion day required the communication to be made, and

(b) the communication would not have constituted a breach of the prohibition had it been made before IP completion day.

Article 2 (interpretation: general)

163

In article 2 (interpretation: general), in paragraph (1), in the definition of “international organisation”, in paragraphs (a) and (b) omit “or another EEA State”.

Article 6 (interpretation: communications)

164

In article 6 (interpretation: communications) omit paragraphs (g) and (h).

Article 8A (interpretation: outgoing electronic commerce communication)

165

Omit article 8A (interpretation: outgoing electronic commerce communication).

Article 10 (application to qualifying contracts of insurance)

166

In article 10 (application to qualifying contracts of insurance), in paragraph 1—

(a) omit sub-paragraph (c);

(b) omit sub-paragraph (d).

Article 12 (communications to overseas recipients)

167

In article 12 (communications to overseas recipients) omit paragraph 7.

Article 18A (electronic commerce communications: mere conduits, caching and hosting)

168

(1) Article 18A (electronic commerce communications: mere conduits, caching and hosting) is amended as follows.

(2) In paragraph (a), for “paragraph 1 of Article 12, 13 or 14 of the electronic commerce directive” substitute “ regulation 17(1), 18 or 19 of the Electronic Commerce (EC Directive) Regulations 2002 ”.

(3) In paragraph (b), for “the conditions mentioned in the paragraph in question, to the extent” substitute “the conditions mentioned in—

(i) regulation 17(1)(a) to (c) of those Regulations (where regulation 17 is the relevant regulation), (ii) regulation 18(b)(i) to (v) of those Regulations (where regulation 18 is the relevant regulation), or (iii) regulation 19(a)(i) and (ii) of those Regulations (where regulation 19 is the relevant regulation), to the extent

Article 20B (incoming electronic commerce communications)

169

Omit article 20B (incoming electronic commerce communications).

Article 25 (relevant insurance activity: non-real time communications: reinsurance and large risks)

170

In article 25 (relevant insurance activity: non-real time communications: reinsurance and large risks), in paragraph (4) omit “(within the meaning of the Seventh Company Law Directive)”.

Article 29 (communications required or authorised by enactments)

171

In article 29 (communications required or authorised by enactments), after paragraph (4) insert—

(4A) The reference in paragraph (4) to Regulation (EU) 345/2013 is a reference to that instrument as it has effect at the beginning of the day on which the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 are made (but see regulation 2 of the European Union (Withdrawal) Act 2018 (Consequential Modifications and Repeals and Revocations) Regulations 2019 , which may further update the reference).

Article 34 (governments, central banks etc)

172

In article 34 (governments, central banks etc) omit sub-paragraph (b)(v).

Article 36 (nationals of EEA States other than United Kingdom)

173

Omit article 36 (nationals of EEA States other than United Kingdom).

Article 59 (annual accounts and directors' report)

174

(1) Article 59 (annual accounts and directors' report) is amended as follows.

(2) In paragraph (1)(b)—

(a) at the end of sub-paragraph (ai) insert “ or ”;

(b) at the end of sub-paragraph (i) omit “or”;

(3) In paragraph (7) omit sub-paragraph (e).

(4) The amendments made by this regulation do not apply in relation to any report for a financial year beginning before IP completion day.

Article 70 (promotions included in listing particulars etc)

175

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

Schedule 1 (controlled activities and controlled investments)

176

(1) In Schedule 1, Part 2 (controlled investments) is amended as follows.

(2) In paragraph 14 (shares or stock)—

(a) in sub-paragraph (2)(b) omit “or in a body constituted under the law of another EEA State for purposes equivalent to those of such a body”;

(b) omit sub-paragraph (3)(d).

(3) In paragraph 15A (alternative finance investment bonds), for sub-paragraph (f) of paragraph (2) substitute—

(f) the arrangements are— (i) a security that is admitted to the official list in accordance with Part 6 of the Act, (ii) a security that is admitted to an official list in the EEA (in accordance with the provisions of Directive 2001/34/EC of the European Parliament and of the Council on the admission of securities to official stock exchange listing and on information to be published on those securities) and has been so admitted since before IP completion day, (iii) a security that is admitted to trading on a recognised investment exchange or a UK trading venue, or (iv) a security that is admitted to trading on an EU trading venue and has been so admitted since before IP completion day.

(4) In paragraph 21 (options)—

(a) in sub-paragraph (1)(e) , for the words after “an option to which” substitute “ paragraph 5, 6, 7 or 10 of Part 1 of Schedule 2 (read with Articles 5, 6, 7, and 8 of the Commission Regulation) applies ”;

(b) in sub-paragraph (2)(d)(i) , for “Section C of Annex I to the markets in financial instruments directive” substitute “ Part 1 of Schedule 2 ”;

(c) in sub-paragraph (2)(d)(ii), for “Section C of Annex I to the markets in financial instruments directive” substitute “ Part 1 of that Schedule ”;

(d) in sub-paragraph (3)(c) , for “Section C of Annex I to the markets in financial instruments directive” substitute “ Part 1 of Schedule 2 ”;

(e) in sub-paragraph (4), for sub-paragraphs (a) to (d) substitute—

(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; (c) a market operator is providing the investment service specified in paragraph 8 or 9 of Part 3 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.

(f) omit sub-paragraph (5) .

(5) In paragraph 22 (futures)—

(a) in sub-paragraph (1A)(d), (1B)(e) and (1C)(c) , for “Section C of Annex I to the markets in financial instruments directive” substitute “ Part 1 of Schedule 2 ”;

(b) in sub-paragraph (1CA) , for “Section C of Annex I to the markets in financial instruments directive” substitute “ Part 1 of Schedule 2 ”;

(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; (c) a market operator is providing the investment service specified in paragraph 8 or 9 of Part 3 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.

(d) omit sub-paragraph (1E) .

(6) In paragraph 23 (contracts for differences etc)—

(a) in sub-paragraphs (3)(b) and (4A)(c) , for “Section C of Annex I to the markets in financial instruments directive” substitute “ Part 1 of Schedule 2 ”;

(b) in sub-paragraphs (4) and (4B) , for paragraphs (a) to (d) substitute—

(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; (c) a market operator is providing the investment service specified in paragraph 8 or 9 of Part 3 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.

(7) In paragraph 23A (emission allowances)—

(a) in sub-paragraph (1), after “compliance” insert “ (by an EEA State) ”;

(b) in sub-paragraph (2), for paragraphs (a) to (d) substitute—

(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; (c) a market operator is providing the investment service specified in paragraph 8 or 9 of Part 3 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.

(8) In paragraph 28 (interpretation) omit the definition of “credit institution” and insert at the appropriate places—

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

“qualifying credit institution” 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.

PART 5 — Amendments to other secondary legislation

The Financial Services and Markets Act 2000 (Exemption) Order 2001

177

(1) The Financial Services and Markets Act 2000 (Exemption) Order 2001 is amended as follows.

(2) In Part 1 of the Schedule (persons exempt in respect of any regulated activity other than insurance business) omit paragraphs 2 to 6.

(3) In Part 4 of the Schedule (persons exempt in respect of particular regulated activities), in paragraph 48 (social housing)—

(a) in sub-paragraph (1A)(b)(i), for “the mortgages directive does not apply by virtue of Article 3(2) of that directive” substitute “ section 423A(3) of the Act applies ”;

(b) in sub-paragraph (4), in the definition of “bridging loan”, for “Article 4(23) of the mortgages directive” substitute “ article 60G(9) of the Regulated Activities Order ”.

The Financial Services and Markets Act 2000 (Appointed Representatives) Regulations 2001

178

(1) The Financial Services and Markets Act 2000 (Appointed Representatives) Regulations 2001 are amended as follows.

(2) In regulation 1 (citation, commencement and interpretation), in paragraph (2) omit the definitions of “EEA credit institution” and “EEA investment firm”.

(3) In regulation 2 (descriptions of business for which appointed representatives are exempt)—

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

(b) in paragraph (1A) , for “a person who has a Part 4A permission for the purposes of the capital requirements directive or the markets in financial instruments directive, an EEA investment firm, or an EEA credit institution,” substitute “ a CRR firm, or a relevant investment firm or credit institution, ”;

(1B) In paragraph (1A)— - “clients” has the meaning given in Article 2.1.7 of the markets in financial instruments regulation; - “CRR firm” has the meaning given in Article 4.1.2A of the capital requirements regulation, except that it does not include an investment firm; - “financial instruments” has the meaning given in Article 2.1.9 of the markets in financial instruments regulation; - “relevant investment firm or credit institution” means a person falling within Article 1.2(a)(i) of the markets in financial instruments regulation.

(4) In regulation 3 (requirements applying to contracts between authorised persons and appointed representatives)—

(a) in paragraph (1) , for the words before “must” substitute “ It is a prescribed requirement for the purposes of section 39(1)(a)(ii) of the Act that a contract between a principal and a representative ”;

(b) omit paragraph (1A) ;

(i) in the words before sub-paragraph (a) omit “, except where paragraph (1A) applies,”;

(ii) in sub-paragraph (a), for “Article 4.1.29 (definitions) of the markets in financial directive” substitute “ Part 3 of Schedule 2 to the Regulated Activities Order ”;

(iii) in sub-paragraph (b), for “Article 4.1.43 of that directive” substitute “ Article 2.1.23 of the markets in financial instruments regulation ”.

The Financial Services and Markets Act 2000 (Professions) (Non-Exempt Activities) Order 2001

179

(1) The Financial Services and Markets Act 2000 (Professions) (Non-Exempt Activities) Order 2001 is amended as follows.

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

(3) In article 8 , for “(d)”, substitute “ (da) to (de) ”.

The Financial Services and Markets Act 2000 (Service of Notices) Regulations 2001

180

(1) The Financial Services and Markets Act 2000 (Service of Notices) Regulations 2001 are amended as follows.

(2) In regulation 1(2) (interpretation) omit the definition of “host state regulator”.

(3) In regulation 6 (deemed service), in paragraph (1), in the table for “in any EEA State (other than the United Kingdom)” substitute “ outside the United Kingdom ”.

(4) Omit regulation 11 (day of service on a host state regulator).

The Financial Services and Markets Act 2000 (Variation of Threshold Conditions) Order 2001

181

(1) The Financial Services and Markets Act 2000 (Variation of Threshold Conditions) Order 2001 is amended as follows.

(2) In article 2A (non-EEA insurers: specified regulator), in the heading, for “Non-EEA” substitute “ Non-UK ”.

(3) In article 3 (non-EEA insurers)—

(a) in paragraph (1), for “non-EEA” substitute “ non-UK ”;

(b) omit paragraph (2);

The Financial Services and Markets Act 2000 (Own-initiative Power) (Overseas Regulators) Regulations 2001

182

In the Financial Services and Markets Act 2000 (Own-initiative Power) (Overseas Regulators) Regulations 2001 , omit regulation 3 (Duty to consider EU obligation).

The Financial Services and Markets Act 2000 (Control of Business Transfers) (Requirements on Applicants) Regulations 2001

183

(1) The Financial Services and Markets Act 2000 (Control of Business Transfers) (Requirements on Applicants) Regulations 2001 are amended as follows.

(2) In regulation 1(2) (citation, commencement and interpretation) omit the definitions of “State of the commitment” and “State in which the risk is situated”.

(3) Omit regulation 2 (meaning of “commitment”).

(4) For regulation 3(2)(a) (transfer of an insurance business) substitute—

(a) published in— (i) the London, Edinburgh and Belfast Gazettes, and (ii) two national newspapers in the United Kingdom;

(5) In regulation 4 (transfer of an insurance business)—

(a) in paragraph (2) for “regulation 3(2)(a)(ii), (iii) and (iv), (b) and (c)” substitute “ regulation 3(2)(a)(ii), (b) and (c) ”;

(b) omit paragraph 3.

The Financial Services and Markets Act 2000 (Control of Business Done at Lloyd's) Order 2001

184

(1) The Financial Services and Markets Act 2000 (Control of Business Done at Lloyd's) Order 2001 is amended as follows.

(2) In article 3(a) for “114A” substitute “ 113 ”.

(3) In article 4(a) for “an EEA State” substitute “ the United Kingdom or Gibraltar ”.

(4) In article 5—

(a) omit paragraph (2);

(b) in paragraph (2A) for “Paragraphs 2, 3, 4 and 5 of Part 1 of Schedule 12” substitute “ Paragraph 2 of Part 1 of Schedule 12 ”.

The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009

185

In the Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 , in article 2 (interpretation), in the definition of “relevant UK authorised person”, for paragraphs (a) to (c) substitute—

(a) a credit institution which has permission under Part 4A of the Act to carry on the regulated activity of accepting deposits; (b) an investment firm (as defined in section 424A of the Act); (c) a management company (as defined in section 237(2) of the Act);

The Financial Services and Markets Act 2000 (Prescribed Financial Institutions) Order 2013

186

(1) The Financial Services and Markets Act 2000 (Prescribed Financial Institutions) Order 2013 is amended as follows.

(2) In article 1(2) (interpretation)—

(a) for the definition of “insurance holding company” substitute—

“insurance holding company” has the same meaning as in regulation 2(1) of the Solvency 2 Regulations 2015 ;

(b) for the definition of “mixed financial holding company” substitute—

“mixed financial holding company” has the meaning given in regulation 1(2) of the Financial Conglomerates and Other Financial Groups Regulations 2004 ;

; and

(i) “credit institution”;

(ii) “insurance undertaking”;

(iii) “reinsurance undertaking”;

(iv) “third-country insurance undertaking”;

(v) “third-country reinsurance undertaking”.

(3) In article 2 (prescribed financial institutions)—

(a) in paragraph (4) omit “(within the meaning given in Article 32.4 of the recovery and resolution directive)”; and

(b) after paragraph (4) insert—

(4A) For the purposes of paragraph (4) a company is failing or likely to fail where, if the company were a bank (within the meaning given in section 2 of the Banking Act 2009 ), it would be failing or likely to fail by virtue of meeting any of the circumstances in section 7(5C)(b) to (e) of that Act.

The Financial Services and Markets Act 2000 (Qualifying EU Provisions) Order 2013

187

(1) The Financial Services and Markets Act 2000 (Qualifying EU Provisions) Order 2013 is amended as follows.

(2) In the title and in article 1(1) (citation) for “(Qualifying EU Provisions)” substitute “ (Qualifying Provisions) ”.

(3) In article 1, after paragraph (2) (interpretation) insert—

(3) In this Order a reference to a specific EU regulation is to be treated as a reference to that EU regulation as it has effect at the beginning of the day on which the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 are made (but see regulation 2 of the European Union (Withdrawal) Act 2018 (Consequential Modifications and Repeals and Revocations) Regulations 2019 , which may further update the reference). (4) In this Order a reference to any directly applicable regulation made under an EU directive (“the parent EU Directive”) is a reference to— (a) any EU regulation, originally made under the parent EU Directive, which is retained direct EU legislation, (b) any technical standards made in relation to the parent EU Directive in accordance with Chapter 2A of Part 9A of the Act , and (c) any subordinate legislation (within the meaning of the Interpretation Act 1978 ) which is made under a power substituted for a power of an EU entity to make a directly applicable regulation under the parent EU Directive by regulations made under section 8 of the European Union (Withdrawal) Act 2018. (5) In this Order a reference to any directly applicable regulation (or EU regulation) made under an EU regulation (“the parent Regulation”) is a reference to— (a) any EU regulation, originally made under the parent Regulation, which is retained direct EU legislation; (b) technical standards made in relation to the parent Regulation in accordance with Chapter 2A of Part 9A of the Act, and (c) any subordinate legislation (within the meaning of the Interpretation Act 1978) which is made under a power substituted for a power of an EU entity to make a directly applicable regulation under the parent Regulation by regulations made under section 8 of the European Union (Withdrawal) Act 2018. (6) In this Order a reference to any directly applicable regulation made under Article 4(9) or 4(10) of the SFT Regulation is a reference to— (a) any EU regulation, originally made under those Articles, which is retained direct EU legislation; (b) technical standards made in relation to those Articles in accordance with Chapter 2A of Part 9A of the Act, and (c) any subordinate legislation (within the meaning of the Interpretation Act 1978) which is made under a power substituted for a power of an EU entity to make a directly applicable regulation under those Articles by regulations made under section 8 of the European Union (Withdrawal) Act 2018. (7) In articles 2(2)(m), 3(2)(p) and (3)(n), 5(2)(p) and (5)(o) and 6(2)(r) the reference to any directly applicable decision made under an EU regulation is a reference to— (a) a decision made under that regulation which is retained direct EU legislation, and (b) any subordinate legislation (within the meaning of the Interpretation Act 1978) which is made under a power substituted for a power of an EU entity to make a directly applicable decision under that regulation by regulations made under section 8 of the European Union (Withdrawal) Act 2018.

(4) In the following provisions for “qualifying EU provisions” substitute “ qualifying provisions ”

(a) in article 2 (qualifying EU provisions: general), in that heading and in paragraphs (1), (3), (4A), (5), (7) and (9) to (11);

(b) in article 3 (qualifying EU provisions: disciplinary measures), in that heading and in paragraphs (1) and (3);

(d) in article 5 (qualifying EU provisions: injunctions and restitution), in that heading and in paragraphs (1), (3), (4A) and (6); and

(e) in article 6 (qualifying EU provisions: fees), in that heading and in paragraphs (1), (3) and (5).

(5) In article 2(12) and (13) for “qualifying EU provision” substitute “ qualifying provision ”.

(6) In article 5 at the end insert—

(7) In paragraphs (2)(n) and (5)(m) the reference to any directly applicable measure of the EU Benchmarks Regulation 2016 is a reference to— (a) any measure, originally adopted under that regulation, which is retained direct EU legislation, (b) technical standards made under that regulation in accordance with Chapter 2A of Part 9A of the Act, and (c) any subordinate legislation (within the meaning of the Interpretation Act 1978) which is made under a power substituted for a power of an EU entity to adopt a measure under that regulation by regulations made under section 8 of the European Union (Withdrawal) Act 2018.

(7) In article 6—

(a) in paragraph (1) after “Act” insert “and regulation 206(1)(a) of the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019;

(b) in paragraph (3) after “Act” insert “and regulation 206(1)(a) of the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019;

(c) in paragraph (5) after “Act” insert “and regulation 206(1)(a) of the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019.

The Financial Services and Markets Act 2000 (Exercise of Powers under Part 4A) (Consultation with Home State Regulators) Regulations 2013

188

The Financial Services and Markets Act 2000 (Exercise of Powers under Part 4A) (Consultation with Home State Regulators) Regulations 2013 are revoked.

The Financial Services and Markets Act 2000 (PRA-regulated Activities) Order 2013

189

(1) Article 3 of the Financial Services and Markets Act 2000 (PRA-regulated Activities) Order 2013 (dealing in investments as principal: designation by the PRA) is amended as follows.

(2) In paragraph (2) —

(a) at the end of sub-paragraph (a) insert “ or ”;

(b) omit sub-paragraph (c) and the preceding “or”.

(3) In paragraph (3) —

(a) for sub-paragraph (a) substitute—

(a) is an investment firm that is required to have initial capital of 730,000 euro or would be required to do so if it had a Part 4A permission;

(b) for sub-paragraph (c) substitute—

(c) is established in a country other than the United Kingdom but would meet the requirement specified in sub-paragraph (a) if P were established in the United Kingdom and had obtained the necessary authorisation in the United Kingdom for its business.

The Financial Services and Markets Act 2000 (Qualifying EU Provisions) (No. 2) Order 2013

190

(1) The Financial Services and Markets Act 2000 (Qualifying EU Provisions) (No. 2) Order 2013 is amended as follows.

(2) In the title and in article 1(1) for “(Qualifying EU Provisions)” substitute “ (Qualifying Provisions) ”.

(3) In article 1, after paragraph (2) insert—

(3) In paragraph (2) the references to the CRA Regulation and the capital requirements regulation are to be treated as references to those regulations as they have effect at the beginning of the day on which the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 are made (but see regulation 2 of the European Union (Withdrawal) Act 2018 (Consequential Modifications and Repeals and Revocations) Regulations 2019 , which may further update the references). (4) In paragraph (2) in the definition of “the CRD4 instruments”— (a) the reference to any directly applicable regulation made under the capital requirements regulation is a reference to— (i) any EU regulation, originally made under the capital requirements regulation, which is retained direct EU legislation, (ii) any technical standards made in relation to the capital requirements regulation in accordance with Chapter 2A of Part 9A of the Act, and (iii) any subordinate legislation (within the meaning of the Interpretation Act 1978) which is made under a power substituted for a power of an EU entity to make a directly applicable regulation under the capital requirements regulation by regulations made under section 8 of the European Union (Withdrawal) Act 2018; (b) the reference to any directly applicable regulation made under the capital requirements directive is a reference to— (i) any EU regulation, originally made under the capital requirements directive, which is retained direct EU legislation, (ii) any technical standards made in relation to the capital requirements directive in accordance with Chapter 2A of Part 9A of the Act, and (iii) any subordinate legislation (within the meaning of the Interpretation Act 1978) which is made under a power substituted for a power of an EU entity to make a directly applicable regulation under the capital requirements directive by regulations made under section 8 of the European Union (Withdrawal) Act 2018.

(4) In articles 2 and 3 (qualifying EU provisions) and in the heading of article 2 for “qualifying EU provisions” substitute “ qualifying provisions ”.

(5) In article 2 after “for the purposes of” insert “ regulation 206(1)(a) of the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 and ”.

(6) In article 3, after “for the purposes of” insert “ regulation 206(1)(a) of the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 and ”.

The Financial Services and Markets Act 2000 (Ring-fenced Bodies and Core Activities) Order 2014

191

(1) The Financial Services and Markets Act 2000 (Ring-fenced Bodies and Core Activities) Order 2014 is amended as follows.

(2) In article 1 (interpretation), in paragraph (3), after the definition of “securities” insert—

“UK account” has the meaning given in article 2(3)(ba); “UK account holder” means the holder of a UK account;

(3) In article 2 (circumstances in which accepting a deposit is not a core activity)—

(a) in paragraph (2), in the words before sub-paragraph (a), after “in” insert “ a UK account or ”;

(b) in paragraph (3), after sub-paragraph (b) insert—

(ba) an account is a UK account if it was opened at a branch of the UK deposit-taker located in the United Kingdom;

(4) In article 10 (declaration of eligibility: determining assets held by individual), in paragraph (5)(b), for the words from “Article 4.1(44)” to the end substitute “ Article 2.1(24) of the markets in financial instruments regulation ”.

(5) In article 14 (rules about information to be provided by a non ring-fenced body to individual account-holders), in paragraph (1)—

(a) in sub-paragraph (a), after “open” insert “ a UK account or ”;

(b) in sub-paragraph (b), at the beginning insert “ UK account holders or ”.

The Financial Services and Markets Act 2000 (Excluded Activities and Prohibitions) Order 2014

192

(1) The Financial Services and Markets Act 2000 (Excluded Activities and Prohibitions) Order 2014 is amended as follows.

(2) In article 1(4) (interpretation)—

(a) for the definition of “alternative investment fund” substitute—

“alternative investment fund” has the meaning given in regulation 3 of the Alternative Investment Fund Managers Regulations 2013 , but as if in paragraph (1)(b) of that regulation for “UK UCITS” there were substituted “UCITS;

(b) for the definition of “alternative investment fund manager” substitute—

“alternative investment fund manager” means a legal person whose regular business is managing one or more alternative investment funds;

“Annex 1 activities” has the meaning given in article 4.1(26A) of the prudential requirements regulation;

(d) for the definition of “derivative instrument” substitute—

“derivative instrument” includes any instruments within the meaning of article 2.1(29) of the markets in financial instruments regulation;

(e) after the definition of “exposure” insert—

“financial conglomerate” means— (a) a financial conglomerate within the meaning of regulation 1(2) of the Financial Conglomerates and Other Financial Groups Regulations 2004 (but disregarding any decision taken under Article 3(3) of the conglomerates directive as applied and modified by those Regulations), or (b) a financial conglomerate within the meaning of Article 2.14 of Directive 2002/87/EC of the European Parliament and of the Council of 16 December 2002 on the supplementary supervision of credit institutions, insurance undertakings and investment firms in a financial conglomerate (but disregarding any decision taken under Article 3(3) of that directive);

(f) in the definition of “financial holding company”, for the words from “Annex I” to the end substitute “ the Annex 1 activities ”;

(g) omit the definition of “insurance undertaking”;

(h) in the definition of “liquid assets”, for the words from “delegated acts” to the end substitute “ Commission Delegated Regulation (EU) 2015/61 of 10 October 2014 to supplement Regulation (EU) No 575/2013 of the European Parliament and Council with regard to liquidity coverage requirement for Credit Institutions ”;

(i) for the definition of “management company” substitute—

“management company” means— (a) an undertaking, within the meaning of section 1161 of the Companies Act 2006 , whose regular business is the management of UK UCITS, or (b) a company within the meaning of Article 2.1(b) of the UCITS directive;

(j) in the definition of “mixed financial holding company”—

(i) after “insurance undertaking” in each place it occurs insert “ a third country insurance undertaking whose head office is located in an EEA state ”,

(ii) omit the words from “(within” to the end;

(k) in the definition of “payment exposures”, in paragraph (d) omit—

(i) “, an EEA central counterparty”,

(ii) “, an EEA CSD”,

(iii) “, EEA central counterparty”,

(iv) “, EEA CSD”;

(l) omit the definition of “reinsurance undertaking”;

(m) omit the definition of “solvency II directive”;

(n) in the definition of “third country insurance undertaking”, for the words from “Article” to the end substitute “ regulation 2(1) of the Solvency 2 Regulations 2015 ”;

(o) in the definition of “third country reinsurance undertaking”, for the words from “Article” to the end substitute “ regulation 2(1) of the Solvency 2 Regulations 2015 ”;

(p) in the definition of “UCITS”, for the words from “Article” to the end substitute “ section 236A of the Act ”;

(q) after the definition of “UK deposit-taker”, insert—

“UK UCITS” has the meaning given in section 237(3) of the Act;

(3) In article 2 (relevant financial institution), in paragraph (3)—

(a) in sub-paragraph (c)(ii), omit the words from “other” to the end;

(b) in sub-paragraph (e), omit “, EEA central counterparties”;

(d) in sub-paragraph (g), for “EEA firm” in each place it occurs substitute “ undertaking located in an EEA state ”.

(4) In article 6 (excluded activities: general exceptions), in paragraph (4)—

(a) in sub-paragraph (e)(iii), omit “, an EEA central counterparty”;

(b) in sub-paragraph (f), omit “or an EEA central counterparty”.

(5) In article 12 (derivatives: general conditions)—

(a) in paragraph (1)(e), for paragraphs (i) and (ii) substitute—

(i) a UK trading venue, (ii) a trading venue in the EEA, or (iii) a non-EEA trading venue.

(b) in paragraph (2)—

(i) in sub-paragraph (c), for the words from “Article 4.1(24)” to the end substitute “ Article 2.1(16) of the markets in financial instruments regulation ”,

(ii) after sub-paragraph (c) insert—

(ca) “non-EEA trading venue” means a trading venue— (i) which is not a UK trading venue or a trading venue in the EEA, and (ii) which satisfies paragraph 1(d) of Article 28 of the markets in financial instruments regulation; (cb) “UK trading venue” has the meaning given in Article 2.1(16A) of the markets in financial instruments regulation;

(6) In article 19A (financial institution exposures: financing of infrastructure projects), in paragraph (2)(b) after “within” insert “ the United Kingdom or ”.

(7) In article 20 (prohibitions: non-EEA branches and subsidiaries)—

(a) in the heading, for “Non-EEA” substitute “ Non-UK and non-EEA ”;

(b) in paragraph (1)(a), after “not” insert “ the United Kingdom or ”;

(i) after “not” insert “ the United Kingdom or ”, and

(ii) for “(a “non-EEA undertaking”)” substitute “ (a “non-UK and non-EEA undertaking”) ”;

(d) in paragraph (2), after “interest in a” insert “ non-UK and ”.

The Financial Services and Markets Act 2000 (Relevant Authorised Persons) Order 2015

193

In article 2(2) and (3)(b) of the Financial Services and Markets Act 2000 (Relevant Authorised Persons) Order 2015 (relevant authorised persons) omit, in both places it occurs, “or resulting from Schedule 3 or 4 to the Act”.

PART 6 — Minor and consequential amendments

Consumer Credit Act 1974

194

(1) In consequence of the amendments made by regulation 89 and other provisions of these Regulations, section 8 of the Consumer Credit Act 1974 (consumer credit agreements) is amended as follows.

(2) In subsection (3)(b) , for the words after “an agreement” substitute “ the purpose of which is the acquisition or retention, by an individual acting for purposes outside those of any trade, business or profession carried on by the individual, of property rights in land or in an existing or projected building ”.

(3) After subsection (3) insert—

(3A) A reference in paragraph (3)(b) to any land or building— (a) in relation to an agreement entered into before IP completion day, is a reference to any land or building in the United Kingdom or within the territory of an EEA State; (b) in relation to an agreement entered into on or after IP completion day, is a reference to any land or building in the United Kingdom.

Electronic Money Regulations 2011

195

In consequence of the amendment made by regulation 144, in Schedule 2A to the Electronic Money Regulations 2011 , in paragraph 1 omit sub-paragraph (13).

Payment Services Regulations 2017

196

In consequence of the amendment made by regulation 143, in Schedule 5 to the Payment Services Regulations 2017 , in paragraph 1 omit sub-paragraph (13).

PART 7 — Transitional Powers of the Financial Regulators

Interpretation

197

(1) In this Part—

“transitional direction” means a direction under regulation 198(1);

“relevant obligation” has the meaning given by regulation 199.

(2) For the purposes of this Part, each of the following is a “regulator”—

(a) the Bank of England;

(b) the Prudential Regulation Authority;

Power of the regulators to give transitional directions

198

(1) A regulator may direct that a relevant obligation to which a person is subject—

(a) is not to apply to the person, or

(b) is to apply to the person with modifications specified in the direction.

(2) Power under paragraph (1) is subject to regulation 200.

(3) Power of a regulator under paragraph (1) is exercisable on the regulator's own initiative.

(4) Power of a regulator under paragraph (1), so far as it relates to rules made by the regulator, is in addition to (and does not limit) power of the regulator under section 138A of the Act .

Meaning of “relevant obligation”

199

(1) An obligation is a “relevant obligation”, in relation to a regulator and a person, if—

(a) the obligation is imposed by or under an enactment,

(b) the obligation is not an excluded obligation,

(c) the regulator has responsibility for supervising, or has other functions relating to, the person's compliance with the obligation, and

(d) as a result of the operation of an exit instrument, the obligation—

(i) begins to apply in the person's case, or

(ii) applies in the person's case differently from how it would, but for the exit instrument, apply in the person's case.

(2) In this regulation—

“enactment” means—an enactment contained in—an Act, orsubordinate legislation (within the meaning of the Interpretation Act 1978),an enactment which is retained assimilated direct oran enactment contained in, or in an instrument made under, Northern Ireland legislation;

“excluded obligation”, in relation to a regulator, means—an obligation to satisfy the threshold conditions in relation to a regulated activity, oran obligation imposed by or under rules made under section 64A or 137O of the Act ;

“exit instrument” means—regulations under section 8 of the European Union (Withdrawal) Act 2018, oran instrument under regulation 3 of the Financial Regulators' Powers (Technical Standards etc.) (Amendment etc.) (EU Exit) Regulations 2018 ;

“regulated activity” and “threshold conditions” have the same meaning as in the Act (see, in particular, sections 22 and 55B) .

Giving, and effect, of transitional directions

200

(1) A transitional direction—

(a) may not be given more than 2 years after IP completion day , subject to paragraph (1B),

(b) may specify the period in relation to which it has effect, subject to paragraphs (2) and (2A),

(d) may be given to a particular person or particular persons, or to persons of a description specified in the direction.

(1A) This paragraph applies to a transitional direction which may be given by the Financial Conduct Authority in accordance with this Part in respect of—

(a) a relevant obligation relating to share trading imposed by or under Article 23(1) of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (the Markets in Financial Instruments Regulation), including the transitional direction entitled “FCA Transitional Direction for the Share Trading Obligation” dated 22nd December 2020;

(b) a relevant obligation relating to derivatives trading imposed by or under Article 28 of the Markets in Financial Instruments Regulation, including the transitional direction entitled “FCA Transitional Direction for the Derivatives Trading Obligation” dated 30th December 2020.

(1B) A transitional direction to which paragraph (1A) applies may not be given more than four years after IP completion day.

(2) A transitional direction—

(a) is of no effect in relation to times before it is given,

(b) is of no effect in relation to times before IP completion day, and

(c) subject to paragraph (2A), is of no effect in relation to times more than 2 years after IP completion day (without prejudice to any continuing effect in relation to earlier times).

(2A) A transitional direction to which paragraph (1A) applies is of no effect in relation to times more than four years after IP completion day (without prejudice to any continuing effect in relation to earlier times).

(3) A regulator may not give a transitional direction, or a set of two or more transitional directions, to any person or persons unless the regulator is satisfied that the direction, or the directions viewed collectively, will prevent or mitigate disruption that could reasonably be expected to arise—

(a) for the person, or

(b) (as the case may be) for the persons viewed collectively,

from compliance with the unmodified obligation, or with the unmodified obligations viewed collectively, at times in relation to which the direction is, or the directions are, to have effect.

(4) The Financial Conduct Authority may not give a transitional direction, or a set of two or more transitional directions, unless the Authority is satisfied that doing so would not adversely affect the advancement of its key objectives viewed collectively; and here the reference to the Authority's key objectives is to its objectives set out in section 1B of the Act, read with section 1IA of the Act .

(5) The Prudential Regulation Authority may not give a transitional direction, or a set of two or more transitional directions, unless the Authority is satisfied that doing so would not adversely affect the advancement of its objectives under the Act .

(6) The Bank of England may not give a transitional direction, or a set of two or more transitional directions, unless the Bank is satisfied that doing so would not adversely affect the advancement of the Bank's financial stability objective set out in section 2A(1) of the Bank of England Act 1998 .

(7) For the purposes of this regulation, two or more transitional directions given by a regulator are a “set” if the regulator declares them to be a set.

Variation of transitional directions

201

(1) A regulator's power under regulation 198(1) includes power to give a direction varying (or further varying) a transitional direction already given by that regulator, subject to paragraph (2).

(2) The way in which the power to vary is exercised must be such that the resulting—

(a) varied direction, or

(b) where the earlier direction was part of a set of transitional directions, set of directions as varied,

could be given by revoking existing, and giving new, transitional directions.

(3) Where a transitional direction has been given to two or more particular persons, or to persons of a description specified in the direction, the power to vary it may be exercised in relation to all, some or any one of those persons.

(4) Regulation 200(7) (meaning of “set”) applies also for the purposes of paragraph (2).

Consultation

202

(1) A regulator, before it gives a transitional direction in which another regulator has an interest, must consult that other regulator.

(2) For the purposes of paragraph (1)—

(a) the Prudential Regulation Authority has an interest in a transitional direction if the direction—

(i) might affect the Authority's discharge of functions conferred on it by or under—

(aa) the Act, or

(bb) assimilated law, or

(ii) would apply to a PRA-authorised person, or to a person connected with a PRA-authorised person;

(b) the Financial Conduct Authority has an interest in all transitional directions;

(i) might affect the Bank's discharge of functions conferred on it by or under—

(aa) the Act,

(bb) the Banking Act 2009 , or

(cc) assimilated law, or

(ii) would apply to—

(aa) a central counterparty or a central securities depository, or

(bb) a financial counterparty, or a non-financial counterparty, within the meaning of the EMIR regulation.

(3) A regulator, before it gives a transitional direction, must consult the Treasury on a draft of the proposed direction.

(4) Paragraphs (1) and (3) do not apply in the case of a transitional direction if the regulator assesses that the urgency of the situation is such that the direction should be given before the required consultation is begun or completed, but in that event the regulator must (as the case may be)—

(a) begin the consultation required by those paragraphs in the case of the direction as soon as the direction is given, or

(b) complete the consultation.

(5) In paragraph (2)—

“central counterparty”, and “the EMIR regulation”, have the same meaning as in Part 18 of the Act (see section 313(1) of the Act );

“central securities depository” has the same meaning as in the Act (see section 417(1) of the Act );

“PRA-authorised person” has the same meaning as in the Act (see section 2B(5) of the Act ).

(6) For the purposes of paragraph (2), a person is connected with another person if the first person is connected with the other person for the purposes of section 165 of the Act (see subsection (11) of that section ).

Notification and publication of transitional directions

203

(1) Where a transitional direction is given by a regulator, the regulator—

(a) must prepare—

(i) an explanation of the purpose of the direction,

(ii) such guidance in connection with the direction as the regulator considers appropriate, and

(iii) a statement to the effect that the regulator is satisfied as required by paragraph (4), or (as the case may be) paragraph (5) or (6), of regulation 200, and

(b) must publish the direction and the matters listed in sub-paragraph (a).

(2) Paragraph (1)(b) does not apply if the regulator is satisfied that it is inappropriate to publish the direction.

(3) Where a transitional direction is given by a regulator and the direction is not published on the regulator's website, the regulator must take the steps appearing to the regulator to be best calculated to bring the direction, and the matters listed in paragraph (1)(a), to the attention of—

(a) in the case of a direction given to a particular person or particular persons, that person or those persons, or

(b) in the case of a direction given to persons of a description specified in the direction, any persons who are likely to be affected by the direction.

(4) Where a regulator gives a transitional direction, the regulator must without delay provide the Treasury with a copy of the direction.

(5) Section 139A(5) of the Act (consultation) does not apply to guidance under paragraph (1)(a)(ii).

Revocation of transitional directions

204

(1) A regulator may revoke a transitional direction given by the regulator, either wholly or in relation to one or some of the persons to whom it was given.

(2) Power of a regulator to revoke a transitional direction is exercisable on the regulator's own initiative.

(3) Where a regulator revokes a transitional direction in relation to a particular person or particular persons, the regulator must provide the person, or each of the persons, with a copy of the revocation.

(4) Where a regulator revokes a transitional direction in relation to persons of a description specified in the revocation, the regulator must take the steps appearing to the regulator to be best calculated to bring the revocation to the attention of any persons likely to be affected by it.

(5) Where a regulator revokes a transitional direction, the regulator must without delay provide the Treasury with a copy of the revocation.

Annual reports and complaints

205

(1) Power to give a transitional direction is treated as a “relevant sub-delegated power” for the purposes of paragraph 32 of Schedule 7 to the European Union (Withdrawal) Act 2018.

(2) Functions under this Part are to be treated as not being “relevant functions” for the purposes of section 84 of the Financial Services Act 2012 (arrangements for the investigation of complaints relating to exercise of relevant functions of regulators).

PART 8 — Regulators' fees

Meaning of “qualifying functions” in this Part

206

(1) For the purposes of this Part, the “qualifying functions” of the Bank of England, or of the Financial Conduct Authority or the Prudential Regulation Authority, are—

(a) its functions under or as a result of a qualifying provision that is specified, or of a description specified, for the purposes of this paragraph by the Treasury by order, and

(b) its functions under or as a result of regulations made under section 8 of the European Union (Withdrawal) Act 2018.

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