PART X Miscellaneous and Supplementary

207 Interpretation

(1) In this Act, except where the context otherwise requires—

• " appointed representative " has the meaning given in section 44 above;

• " authorised person" means a person authorised under Chapter III of Part I of this Act;

• " authorised unit trust scheme " means a unit trust scheme declared by an order of the Secretary of State for the time being in force to be an authorised unit trust scheme for the purposes of this Act;

• " body corporate " includes a body corporate constituted under the law of a country or territory outside the United Kingdom;

• " certified " and " certification " mean certified or certification by a recognised professional body for the purposes of Part I of this Act;

• " clearing arrangements " has the meaning given in section 38(2) above;

• " competent authority " means the competent authority for the purposes of Part IV of this Act; "collective investment scheme" has the meaning given in section 75 above;

• " delegation order " and " designated agency " have the meaning given in section 114(3) above ;

• " director", in relation to a body corporate, includes a person occupying in relation to it the position of a director (by whatever name called) and any person in accordance with whose directions or instructions (not being advice given in a professional capacity) the directors of that body are accustomed to act;

• " exempted person " means a person exempted under Chapter IV of Part I of this Act;

• " group ", in relation to a body corporate, means that body corporate, any other body corporate which is its holding company or subsidiary and any other body corporate which is a subsidiary of that holding company;

• " guidance ", in relation to a self-regulating organisation, professional body, investment exchange, clearing house or designated agency, has the meaning given in section 8(4), 16(4), 36(3), 38(3) or 114(12) above ;

• " investment advertisement" has the meaning given in section 57(2) above;

• " investment agreement" has the meaning given in section 44(9) above;

• " listing particulars" has the meaning given in section 144(2) above;

• " member ", in relation to a self-regulating organisation or professional body, has the meaning given in section 8(2) or 16(2) above ;

• " occupational pension scheme" means any scheme or arrangement which is comprised in one or more instruments or agreements and which has, or is capable of having, effect in relation to one or more descriptions or categories of employment so as to provide benefits, in the form of pensions or otherwise, payable on termination of service, or on death or retirement, to or in respect of earners with qualifying service in an employment of any such description or category;

• " operator ", in relation to a collective investment scheme, shall be construed in accordance with section 75(8) above;

• " open-ended investment company " has the meaning given in section 75(8) above ;

• " overseas investment exchange " and " overseas clearing house" mean a recognised investment exchange or recognised clearing house in the case of which the recognition order was made by virtue of section 40 above;

• " participant" has the meaning given in section 75(2) above;

• " partnership" includes a partnership constituted under the law of a country or territory outside the United Kingdom;

• " prescribed " means prescribed by regulations made by the Secretary of State;

• " principal", in relation to an appointed representative, has the meaning given in section 44 above ;

• " private company " has the meaning given in section 1(3) of the [1985 c. 6.] Companies Act 1985 or the corresponding Northern Ireland provision;

• " recognised clearing house " means a body declared by an order of the Secretary of State for the time being in force to be a recognised clearing house for the purposes of this Act;

• " recognised investment exchange " means a body declared by an order of the Secretary of State for the time being in force to be a recognised investment exchange for the purposes of this Act;

• " recognised professional body " means a body declared by an order of the Secretary of State for the time being in force to be a recognised professional body for the purposes of this Act;

• " recognised scheme " means a scheme recognised under section 86, 87 or 88 above ;

• " recognised self-regulating organisation" means a body declared by an order of the Secretary of State for the time being in force to be a recognised self-regulating organisation for the purposes of this Act;

• " recognised self-regulating organisation for friendly societies " has the meaning given in paragraph 1 of Schedule 11 to this Act;

• " recognition order " means an order declaring a body to be a recognised self-regulating organisation, self-regulating organisation for friendly societies, professional body, investment exchange or clearing house ;

• " registered friendly society " means—

  (a)

  a society which is a friendly society within the meaning of section 7(l)(o) of the [1974 c. 46.] Friendly Societies Act 1974 and is registered within the meaning of that Act; or

  (b)

  a society which is a friendly society within the meaning of section 1(1 ) of the [1970 c. 31 (N.I.).] Friendly Societies Act (Northern Ireland) 1970 and is registered or deemed to be registered under that Act;

• " rules ", in relation to a self-regulating organisation, professional body, investment exchange or clearing house, has the meaning given in section 8(3), 16(3), 36(2) or 38(2) above;

• " transfer order " and " transferee body " have the meaning given in paragraph 28(4) of Schedule 11 to this Act;

• " the Tribunal " means the Financial Services Tribunal;

• " trustee ", in relation to a collective investment scheme, has the meaning given in section 75(8) above ;

• " unit trust scheme " and " units " have the meaning given in section 75(8) above.

(2) In this Act " advertisement" includes every form of advertising, whether in a publication, by the display of notices, signs, labels or showcards, by means of circulars, catalogues, price lists or other documents, by an exhibition of pictures or photographic or cinematographic films, by way of sound broadcasting or television, by the distribution of recordings, or in any other manner; and references to the issue of an advertisement shall be construed accordingly.

(3) For the purposes of this Act an advertisement or other information issued outside the United Kingdom shall be treated as issued in the United Kingdom if it is directed to persons in the United Kingdom or is made available to them otherwise than in a newspaper, journal, magazine or other periodical publication published and circulating principally outside the United Kingdom or in a sound or television broadcast transmitted principally for reception outside the United Kingdom.

(4) The Independent Broadcasting Authority shall not be regarded as contravening any provision of this Act by reason of broadcasting an advertisement in accordance with the provisions of the [1981 c. 68.] Broadcasting Act 1981.

(5) In this Act " controller " means—

(a) in relation to a body corporate, a person who, either alone or with any associate or associates, is entitled to exercise, or control the exercise of, 15 per cent, or more of the voting power at any general meeting of the body corporate or another body corporate of which it is a subsidiary ; and

(b) in relation to an unincorporated association—

(i) any person in accordance with whose directions or instructions, either alone or with those of any associate or associates, the officers or members of the governing body of the association are accustomed to act (but disregarding advice given in a professional capacity); and

(ii) any person who, either alone or with any associate or associates, is entitled to exercise, or control the exercise of, 15 per cent, or more of the voting power at any general meeting of the association ;

and for the purposes of this subsection " associate ", in relation to any person, means that person's wife, husband or minor child or step-child, any body corporate of which that person is a director, any person who is an employee or partner of that person and, if that person is a body corporate, any subsidiary of that body corporate and any employee of any such subsidiary.

(6) In this Act, except in relation to a unit trust scheme or a registered friendly society, " manager" means an employee who—

(a) under the immediate authority of his employer is responsible, either alone or jointly with one or more other persons, for the conduct of his employer's business ; or

(b) under the immediate authority of his employer or of a person who is a manager by virtue of paragraph (a) above exercises managerial functions or is responsible for maintaining accounts or other records of his employer ;

and, where the employer is not an individual, references in this subsection to the authority of the employer are references to the authority, in the case of a body corporate, of the directors, in the case of a partnership, of the partners and, in the case of an unincorporated association, of its officers or the members of its governing body.

(7) In this Act " insurance business ", insurance company " and " contract of insurance " have the same meanings as in the [1982 c. 50.] Insurance Companies Act 1982.

(8) Section 736 of the [1985 c. 6.] Companies Act 1985 (meaning of subsidiary and holding company) shall apply for the purposes of this Act.

(9) In the application of this Act to Scotland, references to a matter being actionable at the suit of a person shall be construed as references to the matter being actionable at the instance of that person.

(10) For the purposes of any provision of this Act authorising or requiring a person to do anything within a specified number of days no account shall be taken of any day which is a public holiday in any part of the United Kingdom.

(11) Nothing in Part I of this Act shall be construed as applying to investment business carried on by any person when acting as agent or otherwise on behalf of the Crown.