Financial Services Act 1986 (Repealed)

48 Conduct of business rules. U.K.

(1) The Secretary of State may make rules regulating the conduct of investment business by authorised persons but those rules shall not apply to . . . F1 persons certified by a recognised professional body in respect of investment business in the carrying on of which they are subject to the rules of the . . . F1 body.

(2) Rules under this section may in particular make provision—

(a) prohibiting a person from carrying on, or holding himself out as carrying on—

(i) investment business of any kind specified in the rules; or

(ii) investment business of a kind or on a scale other than that notified by him to the Secretary of State in connection with an application for authorisation under Chapter III of this Part of this Act, in a notice under section 32 above or in accordance with any provision of the rules or regulations in that behalf;

(b) prohibiting a person from carrying on investment business in relation to persons other than those of a specified class or description;

(c) regulating the manner in which a person may hold himself out as carrying on investment business;

(d) regulating the manner in which a person makes a market in any investments;

(e) as to the form and content of advertisements in respect of investment business;

(f) requiring the principals of appointed representatives to impose restrictions on the investment business carried on by them;

(g) requiring the disclosure of the amount or value, or of arrangements for the payment or provision, of commissions or other inducements in connection with investment business and restricting the matters by reference to which or the manner in which their amount or value may be determined;

(h) enabling or requiring information obtained by an authorised person in the course of carrying on one part of his business to be withheld by him from persons with whom he deals in the course of carrying on another part and for that purpose enabling or requiring persons employed in one part of that business to withhold information from those employed in another part;

(i) as to the circumstances and manner in which and the time when or the period during which action may be taken for the purpose of stabilising the price of investments of any specified description;

(j) for arrangements for the settlement of disputes;

(k) requiring the keeping of accounts and other records, as to their form and content and for their inspection;

(l) requiring a person to whom the rules apply to make provision for the protection of investors in the event of the cessation of his investment business in consequence of his death, incapacity or otherwise.

(3) Subsection (2) above is without prejudice to the generality of subsection (1) above and accordingly rules under this section may make provision for matters other than those mentioned in subsection (2) or further provision as to any of the matters there mentioned except that they shall not impose limits on the amount or value of commissions or other inducements paid or provided in connection with investment business.

(4) Rules under this section may also regulate or prohibit the carrying on in connection with investment business of any other business or the carrying on of any other business which is held out as being for the purposes of investment.

(5) In paragraph (e) of subsection (2) above “advertisement” does not include any advertisement which is subject to section 154 below or which is required or permitted to be published by listing rules under Part IV of this Act and relates to securities which have been admitted to listing under that Part; and rules under that paragraph shall have effect subject to the provisions of Part V of this Act.

(6) Nothing done in conformity with rules made under paragraph (h) of subsection (2) above shall be regarded as a contravention of section 47 above.

(7) Section 47(2) above shall not be regarded as contravened by anything done for the purpose of stabilising the price of investments if it is done in conformity with rules made under this section and—

(a) [F2 (i)] in respect of investments which fall within any of paragraphs 1 to 5 of Schedule 1 to this Act and are specified by the rules; and

[F3 (ii)] during such period before or after the issue of those investments as is specified by the rules [F4 or]

[F4 (b) (i) in respect of such investments as are mentioned in subparagraph (a)(i) above; and

(ii) during a period starting with the date of the first public announcement of an offer of those investments which states the price or the minimum price at which the investments are to be sold and ending on the 30th day after the closing date specified in the announcement for acceptances of such offer.]

[F5 (7A) For the purposes of subparagraph (b)(ii) of subsection (7) above “an offer" means an offer for cash (other than in relation to the issue of the investments in question) where either—

(a) the investments have been admitted to dealing on a recognised investment exchange or any other exchange of repute outside the United Kingdom; or

(b) the offer is on the occasion of such admission or conditional on such admission;

and the total cost of the investments subject to the offer at the price stated in the first public announcement mentioned in subsection (7) above is at least £15,000,000 (or the equivalent in the currency or unit of account in which the price is stated on the date of the announcement).]

(8) The Secretary of State may by order amend subsection (7) above—

(a) by restricting or extending the kinds of investment to which it applies;

(b) by restricting it so as to apply only in relation to the issue of investments in specified circumstances or by extending it, in respect of investments of any kind specified in the order, so as to apply to things done during a specified period before or after events other than the issue of those investments.

(9) No order shall be made under subsection (8) above unless a draft of it has been laid before and approved by a resolution of each House of Parliament.

(10) Rules under this section may contain such incidental and transitional provisions as the Secretary of State thinks necessary or expedient.

[F6 (11) Section 63A below (application of designated rules) has effect as regards the application of rules under this section to members of recognised self-regulating organisations in respect of investment business in the carrying on of which they are subject to the rules of the organisation.]

Textual Amendments

F1 Words repealed by Companies Act 1989 (c. 40, SIF 27), ss. 206(1), 212, Sch. 23 Pt. I para. 2(2), Sch. 24

F2 Word inserted by S.I. 1988/717, art. 2(a)

F3 Word substituted by S.I. 1988/717, art. 2(b)

F4 S. 48(7)(b) and word immediately preceding it inserted by S.I. 1988/717, art. 2(c)

F5 S. 48(7A) inserted by S.I. 1988/717, art. 2(d)

F6 S. 48(11) inserted by Companies Act 1989 (c. 40, SIF 27), s. 206(1), Sch. 23 para. 2(3)

Modifications etc. (not altering text)

C1 S. 48: certain functions transferred by S.I. 1990/354, art. 4(5)

C2 S. 48 amended (1.1.1993) by S.I. 1992/3218, reg. 55, Sch. 9 para.10.

C3 S. 48(1)(2) amended (1.1.1993) by S.I. 1992/3218, reg. 55, Sch. 9 para. 10(1).

s. 48 amended (1.7.1994) by S.I. 1994/1669, reg. 58(2)

s. 48 extended (1.1.1996) by S.I. 1995/3275, reg. 32, Sch. 7 para. 10(1)

s. 48 modified (1.1.1996) by S.I. 1995/3275, reg. 32, Sch. 7 para. 10(2)

s. 48 extended (1.1.1996) by S.I. 1995/3275, reg. 32, Sch. 7 para. 10(2)

C4 S. 48(8) extended by S.I. 1986/1034 (N.I. 8), art. 15(2) as substituted by S.I. 1989/2404 (N.I. 18) art. 30