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

PART ICitation, Commencement and Interpretation

1Citation and commencement

2Interpretation: general

3Interpretation: unlisted companies

PART IIControlled Activities and Controlled Investments

4Definition of controlled activities and controlled investments

PART IIIExemptions: Interpretation and Application

5Interpretation: financial promotion restriction

6Interpretation: communications

7Interpretation: real time communications

8Interpretation: solicited and unsolicited real time communications

8AInterpretation: outgoing electronic commerce communications

9Degree of prominence to be given to required indications

10Application to qualifying contracts of insurance

11Combination of different exemptions

PART IVExempt Communications: All Controlled Activities

12Communications to overseas recipients

13Communications from customers and potential customers

14Follow up non-real time communications and solicited real time communications

15Introductions

16Exempt persons

17Generic promotions

17ACommunications caused to be made or directed by unauthorised persons

18Mere conduits

18AElectronic commerce communications: mere conduits, caching and hosting

19Investment professionals

20Communications by journalists

20APromotion broadcast by company director etc.

20BIncoming electronic commerce communications

PART VExempt Communications: Deposits and Insurance

21Interpretation: relevant insurance activity

22Deposits: non-real time communications

23Deposits: real time communications

24Relevant insurance activity: non-real time communications

25Relevant insurance activity: non-real time communications: reinsurance and large risks

26Relevant insurance activity: real time communication

PART VIExempt Communications: Certain Controlled Activities

27Application of exemptions in this Part

28One off non-real time communications and solicited real time communications

28AOne off unsolicited real time communications

28BReal time communications: introductions in connection with qualifying credit

29Communications required or authorised by enactments

30Overseas communicators: solicited real time communications

31Overseas communicators: non-real time communications to previously overseas customers

32Overseas communicators: unsolicited real time communications to previously overseas customers

33Overseas communicators: unsolicited real time communications to knowledgeable customers

34Governments, central banks etc.

35Industrial and provident societies

36Nationals of EEA States other than United Kingdom

37Financial markets

38Persons in the business of placing promotional material

39Joint enterprises

40Participants in certain recognised collective investment schemes

41Bearer instruments: promotions required or permitted by market rules

42Bearer instruments: promotions to existing holders

43Members and creditors of certain bodies corporate

44Members and creditors of open-ended investment companies

45Group companies

46Qualifying credit to bodies corporate

47Persons in the business of disseminating information

48Certified high net worth individuals

49High net worth companies, unincorporated associations etc.

50Sophisticated investors

50ASelf-certified sophisticated investors

51Associations of high net worth or sophisticated investors

52Common interest group of a company

53Settlors, trustees and personal representatives

54Beneficiaries of trust, will or intestacy

55Communications by members of professions

55ANon-real time communication by members of professions

56Remedy following report by Parliamentary Commissioner for Administration

57Persons placing promotional material in particular publications

58Acquisition of interest in premises run by management companies

59Annual accounts and directors' report

60Participation in employee share schemes

61Sale of goods and supply of services

62Sale of body corporate

63Takeovers of relevant unlisted companies: interpretation

64Takeovers of relevant unlisted companies

65Takeovers of relevant unlisted companies: warrants etc.

66Takeovers of relevant unlisted companies: application forms

67Promotions required or permitted by market rules

68Promotions in connection with admission to certain EEA markets

69Promotions of securities already admitted to certain markets

70Promotions included in listing particulars etc.

71Material relating to prospectus for public offer of unlisted securities

72Pension products offered by employers

73Advice centres

PART IControlled Activities

1Accepting deposits

2Effecting or carrying out contracts of insurance

3Dealing in securities and contractually based investments

4Arranging deals in investments

5Managing investments

6Safeguarding and administering investments

7Advising on investments

8Advising on syndicate participation at Lloyd's

9Providing funeral plan contracts

10Providing qualifying credit

10AArranging qualifying credit etc.

10BAdvising on qualifying credit etc.

11Agreeing to carry on specified kinds of activity

PART IIControlled Investments

13Rights under a contract of insurance.

14(1) Shares or stock in the share capital of—

15Instruments creating or acknowledging indebtedness

16Government and public securities

17Instruments giving entitlements to investments

18Certificates representing certain securities

19Units in a collective investment scheme

20Rights under a stakeholder pension scheme

23Contracts for differences etc.

24Lloyd’s syndicate capacity and syndicate membership

25Funeral plan contracts

26Agreements for qualifying credit

27Rights to or interests in investments

28Interpretation

SCHEDULE 2COUNTRIES AND TERRITORIES

1The Bailiwick of Guernsey.

2The Isle of Man.

3The Commonwealth of Pennsylvania.

4The State of Iowa.

5The Bailiwick of Jersey.

SCHEDULE 3MARKETS AND EXCHANGES

PART ICriteria for Relevant EEA Markets

PART IICertain Investment Exchanges Operating Relevant EEA Markets

PART IIICertain Non-EEA Investment Exchanges Operating Relevant Markets

PART IVOther Relevant Markets

SCHEDULE 4TAKEOVERS OF RELEVANT UNLISTED COMPANIES

PART IRequirements Relating to the Offer

1The terms of the offer must be recommended by all...

2(1) This paragraph applies to an offer for debentures or...

3(1) This paragraph applies to an offer for shares comprised...

4(1) Subject to sub-paragraph (2), the offer must be open...

5The acquisition of the shares or debentures to which the...

6The consideration for the shares or debentures must be—

PART IIAccompanying Material

7An indication of the identity of the offeror and, if...

8An indication of the fact that the terms of the...

9An indication to the effect that any person who is...

10An indication that, except insofar as the offer may be...

11An indication of the date on which the invitation or...

12An indication that the acquisition of the shares or debentures...

13An indication of the place where additional material listed in...

14The audited accounts of the company in respect of the...

15Advice to the directors of the company on the financial...

16An indication by the directors of the company, acting as...

17An indication of any material interest which any director has...

18An indication as to whether or not each director intends...

19In the case of an offeror which is a body...

20If the offeror is making the offer on behalf of...

21An indication that each of the following—

22The particulars of— (a) all shares in or debentures of...

23An indication as to whether or not the offer is...

24Where the offer is conditional upon acceptances, an indication of...

25If the offer is, or has become, unconditional an indication...

26An indication as to whether or not, if circumstances arise...

27If shares or debentures are to be acquired for cash,...

28(1) Subject to sub-paragraph (2), if the consideration or any...

29Particulars of the first dividend in which any such shares...

30An indication of the effect of the acceptance on the...

31Particulars of all material contracts (not being contracts which were...

32Particulars of the terms on which shares in or debentures...

33An indication as to whether or not it is proposed,...

34An indication as to whether or not there exists any...

35An indication whether or not the offeror has reason to...

36An indication as to whether or not there is any...

37Particulars of any dealings— (a) in the shares in or...

38In a case in which the offeror is a body...

39Where valuations of assets are given in connection with the...

40If any profit forecast is given in connection with the...

PART IIIAdditional Material Available for Inspection

41The memorandum and articles of association of the company.

42If the offeror is a body corporate, the memorandum and...

43In the case of a company that does not fall...

44In the case of an offeror which is required to...

45In the case of a company or an offeror—

46All existing contracts of service entered into for a period...

47Any report, letter, valuation or other document any part of...

48If the offer document contains any statement purporting to have...

49All material contracts (if any) of the company and of...

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

PART ISTATEMENT FOR CERTIFIED HIGH NET WORTH INDIVIDUALS

1The statement to be signed for the purposes of article...

PART IISTATEMENT FOR SELF-CERTIFIED SOPHISTICATED INVESTORS

2The statement to be signed for the purposes of article...

SCHEDULE 6REVOCATION

2005 No. 1529

FINANCIAL SERVICES AND MARKETS

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

Made8th June 2005

Laid before Parliament9th June 2005

Coming into force1st July 2005

The Treasury, in exercise of the powers conferred on them by section 21(5), (6), (9) and (10), and section 428(3) of, and paragraph 25 of Schedule 2 to, the Financial Services and Markets Act 20001, hereby make the following Order: