InterpretationC13

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

• F32“acting as an insolvency practitioner” is to be read with section 388 of the Insolvency Act 1986 or, as the case may be, article 3 of the Insolvency (Northern Ireland) Order 1989 and, in any provision of this Order which provides for activities to be excluded from a specified activity, references to things done by a person acting—

  1. a

     as an insolvency practitioner, or

  2. b

     in reasonable contemplation of that person’s appointment as an insolvency practitioner,

  include anything done by the person’s firm in connection with that person so acting;

• F19“agreement provider” has the meaning given by article 63J(3);

• “agreement seller” has the meaning given by article 63J(3);

• F29“AIFM” has the meaning given by regulation 4 of the Alternative Investment Fund Managers Regulations 2013;

• F71“aircraft operator” has the meaning given in article 6 of the trading scheme order;

• F50“alternative investment fund managers directive” means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers;

• “annuities on human life" does not include superannuation allowances and annuities payable out of any fund applicable solely to the relief and maintenance of persons engaged, or who have been engaged, in any particular profession, trade or employment, or of the dependants of such persons;

• F31“assignment”, in relation to a credit agreement, has the meaning given by article 60L;

• F27“auction platform” means a platform on which auctions of greenhouse gas emissions allowances are held in accordance with the emission allowance auctioning regulation F72or the UK auctioning regulations;

• F31“borrower”—

  1. a

     in relation to a credit agreement other than a regulated mortgage contract F34orF34, an article 36H agreement (within the meaning given by article 36H) F35or an agreement that is a green deal plan, has the meaning given by article 60L;

  2. b

     in relation to an article 36H agreement (within the meaning given by that article) other than a regulated mortgage contract, F43has the meaning given by article 36H;

  3. c

     F36in relation to a credit agreement that is a green deal plan, has the meaning given by article 60LB;

• “buying" includes acquiring for valuable consideration;

• “close relative" in relation to a person means—

  1. a

     his spouse F6or civil partner;

  2. b

     his children and step children, his parents and step-parents, his brothers and sisters and his step-brothers and step-sisters; and

  3. c

     the spouse F6or civil partner of any person within sub-paragraph (b);

• F17“the Commission Regulation” means F46Commission Delegated Regulation of 25.4.2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive;

• F31“consumer hire agreement” has the meaning given by article 60N;

• “contract of general insurance" means any contract falling within Part I of Schedule 1;

• “contract of insurance" means any contract of insurance which is a contract of long-term insurance or a contract of general insurance, and includes—

  1. a

     fidelity bonds, performance bonds, administration bonds, bail bonds, customs bonds or similar contracts of guarantee, where these are—

     1. i

        effected or carried out by a person not carrying on a banking business;

     2. ii

        not effected merely incidentally to some other business carried on by the person effecting them; and

     3. iii

        effected in return for the payment of one or more premiums;

  2. b

     tontines;

  3. c

     capital redemption contracts or pension fund management contracts, where these are effected or carried out by a person who—

     1. i

        does not carry on a banking business; and

     2. ii

        otherwise carries on a regulated activity of the kind specified by article 10(1) or (2);

  4. d

     contracts to pay annuities on human life;

  5. e

     contracts of a kind referred to in F42Article 2(3)(b)(v) of the Solvency 2 Directive; and

  6. f

     F56contracts relating to the length of human life that are regulated by or under any enactment relating to social security, in so far as they are effected or carried out at their own risk by undertakings with permission to effect or carry out contracts of long-term insurance as principals;

  but does not include a funeral plan contract F77...;

• “contract of long-term insurance" means any contract falling within Part II of Schedule 1;

• “contractually based investment" means—

  1. a

     rights under a qualifying contract of insurance;

  2. b

     any investment of the kind specified by any of articles 83, 84, 85 and 87; or

  3. c

     any investment of the kind specified by article 89 so far as relevant to an investment falling within (a) or (b);

• F31F37“credit agreement” has the meaning given by article 60B;

  F37“credit agreement”—

  1. a

     in relation to an agreement other than a green deal plan, has the meaning given by article 60B;

  2. b

     in relation to a green deal plan, has the meaning given by article 60LB;

• F55...

• “deposit" has the meaning given by article 5 F30except where the definition given in article 60L applies;

• F76...

• F55...

• F25“electronic money” has the meaning given by regulation 2(1) of the Electronic Money Regulations 2011;

• F27“emission allowance auctioning regulation” means Commission Regulation (EU) No 1031/2010 of 12 November 2010 on the timing, administration and other aspects of auctioning of greenhouse gas emission allowances pursuant to the emission allowance trading directive;

• F27“emission allowance trading directive” means Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowances trading within the Community;

• F51“EU Securitisation Regulation 2017” means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012 F68as it forms part of retained EU law;

• F17“financial instrument” means any instrument listed in F57Part 1 of Schedule 2 read with F47Articles 5 to 8, 10 and 11 of the Commission Regulation (the text of which is set out in Part 2 of Schedule 2);

• F29“full-scope UK AIFM” has the meaning given by regulation 2(1) of the Alternative Investment Fund Managers Regulations 2013;

• “funeral plan contract" has the meaning given by article 59;

• F38“green deal plan” has the meaning given by section 1 of the Energy Act 2011;

• F27“greenhouse gas emissions allowances” mean “allowances” as defined in Article 3(a) of the emission allowance trading directive F73or in article 4(1) of the trading scheme order;

• F31“hire-purchase agreement” has the meaning given by article 60L;

• F31“hirer” is to be read with the definition of “consumer hire agreement” in article 60N;

• F58...

• F7“home purchase provider” has the meaning given by article 63F(3);

• F7“home purchaser” has the meaning given by article 63F(3);

• F59“home State”—

  1. a

     in relation to a qualifying credit institution, means the State in which the institution has been granted authorisation;

  2. b

     in relation to a legal person (other than a qualifying credit institution) that has a registered office under the person's national law, means the State in which that office is located;

  3. c

     in relation to any other person, means the State in which the person's head office is located;

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

• F60“investment firm” means a person whose regular occupation or business is the provision or performance of investment services and activities on a professional basis, other than—

  1. a

     a person excluded by Schedule 3, read with the Commission Regulation and with Commission Delegated Regulation (EU) 2017/592 of 1 December 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to regulatory technical standards for the criteria to establish when an activity is considered to be ancillary to the main business;

  2. b

     a person whose home State is not the United Kingdom and who would be excluded by Schedule 3, read with the Commission Regulation and with Commission Delegated Regulation (EU) 2017/592, if the person's registered office (or head office, in the case of a person that is not a body corporate or a person that is a body corporate but has no registered office) was in the United Kingdom;

• F55...

• “joint enterprise" means an enterprise into which two or more persons (“the participators") enter for commercial purposes related to a business or businesses (other than the business of engaging in a regulated activity) carried on by them; and, where a participator is a member of a group, each other member of the group is also to be regarded as a participator in the enterprise;

• F31“lender”—

  1. a

     in relation to a credit agreement other than a regulated mortgage contract F39orF39, an article 36H agreement (within the meaning given by article 36H) F40or an agreement that is a green deal plan, has the meaning given by article 60L;

  2. b

     in relation to an article 36H agreement (within the meaning given by that article) other than a regulated mortgage contract, F44has the meaning given by article 36H;

  3. c

     F41in relation to a credit agreement that is a green deal plan, has the meaning given by article 60LB;

• “local authority" means—

  1. a

     M1in England and Wales, a local authority within the meaning of the Local Government Act 1972 , the Greater London Authority, the Common Council of the City of London or the Council of the Isles of Scilly;

  2. b

     M2in Scotland, a local authority within the meaning of the Local Government (Scotland) Act 1973 ;

  3. c

     M3in Northern Ireland, a district council within the meaning of the Local Government Act (Northern Ireland) 1972 ;

• F61“management company” has the meaning given by section 237(2) of the Act;

• “managing agent" means a person who is permitted by the Council of Lloyd’s in the conduct of his business as an underwriting agent to perform for a member of Lloyd’s one or more of the following functions—

  1. a

     underwriting contracts of insurance at Lloyd’s;

  2. b

     reinsuring such contracts in whole or in part;

  3. c

     paying claims on such contracts;

• F62“market operator” means—

  1. a

     a person that manages or operates the business of a UK regulated market (including a person who does so as the UK regulated market itself), or

  2. b

     a person that would fall within paragraph (a) if the person had its registered office (or, if it does not have one, its head office) in the United Kingdom,

  other than a person falling within paragraph (1A);

• F50“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);

• “markets in financial instruments regulation” means Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments F69as it forms part of retained EU law;

• F63“multilateral trading facility” or “MTF” means—

  1. a

     a UK multilateral trading facility (within the meaning of Article 2.1.14A of the markets in financial instruments regulation) operated by an investment firm, a qualifying credit institution or a market operator, or

  2. b

     a facility which—

     1. i

        is operated by an investment firm, qualifying credit institution or market operator whose home State is not the United Kingdom, and

     2. ii

        if its operator's home State was the United Kingdom, would be a UK multilateral trading facility (within the meaning of Article 2.1.14A of the markets in financial instruments regulation);

• F13“occupational pension scheme” has the meaning given by section 1 of the Pension Schemes Act 1993 but with paragraph (b) of the definition omitted;

• F27“operator” has the same meaning as in the F74trading scheme order;

• F64“organised trading facility” or “OTF” means—

  1. a

     a UK organised trading facility (within the meaning of Article 2.1.15A of the markets in financial instruments regulation) operated by an investment firm, a qualifying credit institution or a market operator, or

  2. b

     a facility which—

     1. i

        is operated by an investment firm, qualifying credit institution or market operator whose home State is not the United Kingdom, and

     2. ii

        if its operator's home State was the United Kingdom, would be a UK organised trading facility (within the meaning of Article 2.1.15A of the markets in financial instruments regulation);

• “overseas person" means a person who—

  1. a

     carries on activities of the kind specified by any of articles 14, 21, 25, F125A,F825B, 25C,F1825D,F4825DA,F2125E, 37 F3, 39A 40, 45, F2851ZA, 51ZB, 51ZC, 51ZD, 51ZE, 52 F2, 53, 53AF9, 53B, 53C, F2253D, 61, 63B F23, 63F and 63J or, so far as relevant to any of those articles, article 64 (or activities of a kind which would be so specified but for the exclusion in article 72); but

  2. b

     does not carry on any such activities, or offer to do so, from a permanent place of business maintained by him in the United Kingdom;

• F31“owner”, in relation to a hire purchase agreement, has the meaning given by article 60N;

• “pension fund management contract" means a contract to manage the investments of pension funds (other than funds solely for the benefit of the officers or employees of the person effecting or carrying out the contract and their dependants or, in the case of a company, partly for the benefit of officers and employees and their dependants of its subsidiary or holding company or a subsidiary of its holding company); and for the purposes of this definition, “subsidiary" and “holding company" are to be construed in accordance with F26section 1159 of the Companies Act 2006;

• F33“the person’s firm”, in relation to a person acting as an insolvency practitioner or in reasonable contemplation of that person’s appointment as an insolvency practitioner, means—

  1. a

     the person’s employer;

  2. b

     where the person is a partner in a partnership other than a limited liability partnership, that partnership;

  3. c

     where the person is a member of a limited liability partnership, that partnership;

• F14“personal pension scheme” means a scheme or arrangement which is not an occupational pension scheme or a stakeholder pension scheme and which is comprised in one or more instruments or agreements, having or capable of having effect so as to provide benefits to or in respect of people—

  1. a

     on retirement,

  2. b

     on having reached a particular age, or

  3. c

     on termination of service in an employment;

• F10“plan provider” has the meaning given by paragraph (3) of article 63B, read with paragraphs (7) and (8) of that article;

• F65“portfolio management” has the meaning given by Article 2.7 of the Commission Regulation;

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

• F65“qualifying contract of insurance" means a contract of long-term insurance which is not—

  1. a

     a reinsurance contract; nor

  2. b

     a contract in respect of which the following conditions are met—

     1. i

        the benefits under the contract are payable only on death or in respect of incapacity due to injury, sickness or infirmity;

     2. ii

        F16...

     3. iii

        the contract has no surrender value, or the consideration consists of a single premium and the surrender value does not exceed that premium; and

     4. iv

        the contract makes no provision for its conversion or extension in a manner which would result in it ceasing to comply with any of the above conditions;

• F65“qualifying credit institution” means a credit institution which—

  1. a

     is a person who—

     1. (i)

        has Part 4A permission to carry on the regulated activity of accepting deposits, or

     2. (ii)

        satisfies the conditions for being given permission under Part 4A to carry on that activity, or

     3. (iii)

        is a body corporate incorporated in the United Kingdom and would satisfy those conditions—

        1. (aa)

           were its head office in the United Kingdom, or

        2. (bb)

           if it has a registered office, were its registered office, or its registered office and its head office, in the United Kingdom,

  2. (b)

     is not a friendly society,

  3. (c)

     is not a society registered as a credit union under—

     1. (i)

        i)the Co-operative and Community Benefit Societies Act 2014 M4,

     2. (ii)

        the Credit Unions (Northern Ireland) Order 1985 M5, or

     3. (iii)

        the Co-operative and Community Benefit Societies Act (Northern Ireland) 1969 M6, and

  4. (d)

     is not a person excluded from the definition of “investment firm” by Schedule 3, read with the Commission Regulation and with Commission Delegated Regulation (EU) 2017/592 of 1 December 2016 supplementing Directive 2014/65/EU of the European Parliament and the Council with regard to regulatory technical standards for the criteria to establish when an activity is considered to be ancillary to the main business;

• F27“reception”, “transmission” and “submission” have the same meaning in relation to a bid at an auction for an investment of the kind specified in article 82A as in the emission allowance auctioning regulation F75or the UK auctioning regulations;

• F31“regulated consumer hire agreement” has the meaning given by article 60N;

• F31“regulated credit agreement” has the meaning given by article 60B;

• F11“regulated home purchase plan” has the meaning given by article 63F(3);

• F11“regulated home reversion plan” has the meaning given by article 63B(3);

• “regulated mortgage contract" has the meaning given by article 61(3);

• F20“regulated sale and rent back agreement” has the meaning given by article 63J(3);

• F4“relevant investment” means—

  1. a

     rights under a qualifying contract of insurance;

  2. b

     rights under any other contract of insurance;

  3. c

     any investment of the kind specified by any of articles 83, 84, 85 and 87; or

  4. d

     any investment of the kind specified by article 89 so far as relevant to an investment falling within (a) or (c);

• F31“relevant recipient of credit” has the meaning given by article 60L;

• F31“restricted-use credit agreement” has the meaning given in article 60L;

• F12“reversion seller” has the meaning given by article 63B(3);

• F51“securitisation repository” means a person registered with F52FCA (as the competent authority) under Article 10 of the EU Securitisation Regulation 2017;

• “security" means (except where the context otherwise requires) any investment of the kind specified by any of articles 76 to 82 F49or by article 82B or, so far as relevant to any such investment, article 89;

• “selling", in relation to any investment, includes disposing of the investment for valuable consideration, and for these purposes “disposing" includes—

  1. a

     in the case of an investment consisting of rights under a contract—

     1. i

        surrendering, assigning or converting those rights; or

     2. ii

        assuming the corresponding liabilities under the contract;

  2. b

     in the case of an investment consisting of rights under other arrangements, assuming the corresponding liabilities under the arrangements; and

  3. c

     in the case of any other investment, issuing or creating the investment or granting the rights or interests of which it consists;

• F29“small registered UK AIFM” has the meaning given by regulation 2(1) of the Alternative Investment Fund Managers Regulations 2013;

• “stakeholder pension scheme" has the meaning given by section 1 of the Welfare Reform and Pensions Act 1999 F5in relation to Great Britain and has the meaning given by article 3 of the Welfare Reform and Pensions (Northern Ireland) Order 1999 in relation to Northern Ireland;

• F50“structured deposit” means a deposit which is fully repayable at maturity on terms under which interest or a premium will be paid or is at risk, according to a formula involving factors such as—

  1. a

     an index or combination of indices, excluding variable rate deposits whose return is directly linked to an interest rate index such as Euribor or Libor;

  2. b

     a financial instrument or combination of financial instruments;

  3. c

     a commodity or combination of commodities or other physical or non-physical non-fungible assets; or

  4. d

     a foreign exchange rate or combination of foreign exchange rates;

• “syndicate" means one or more persons, to whom a particular syndicate number has been assigned by or under the authority of the Council of Lloyd’s, carrying out or effecting contracts of insurance written at Lloyd’s;

• F45“trade repository” means—

  1. (a)

     a person registered with F66the FCA under Article 55 of Regulation (EU) 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories or a person recognised by F66the FCA under Article 77 of that Regulation; or

  2. (b)

     a person registered with F66the FCAunder Article 5 of the SFT regulation or a person recognised by F66the FCA under Article 19 of that Regulation;

• F70“trading scheme order” means the Greenhouse Gas Emissions Trading Scheme Order 2020;

• F70“UK auctioning regulations” means the Greenhouse Gas Emissions Trading Scheme Auctioning Regulations 2021;

• F67“UK regulated market” has the meaning given by Article 2.1.13A of the markets in financial instruments regulation;

• F67“UK UCITS” has the meaning given by section 237(3) of the Act;

• F55...

• F55...

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