43.—(1) The financial promotion restriction does not apply to any non-real time communication or solicited real time communication which is communicated—
(a)by, or on behalf of, a body corporate (“A”) that is not an open-ended investment company; and
(b)to persons whom the person making or directing the communication believes on reasonable grounds to be persons to whom paragraph (2) applies,
and which relates only to a relevant investment which is issued or to be issued by A, or by an undertaking (“U”) in the same group as A that is not an open-ended investment company.
(2) This paragraph applies to—
(a)a creditor or member of A or of U;
(b)a person who is entitled to a relevant investment which is issued, or to be issued, by A or by U;
(c)a person who is entitled, whether conditionally or unconditionally, to become a member of A or of U but who has not yet done so;
(d)a person who is entitled, whether conditionally or unconditionally, to have transferred to him title to a relevant investment which is issued by A or by U but has not yet acquired title to the investment.
(3) “Relevant investment” means—
(a)an investment falling within paragraph 14[F1, 15 or 15A] of Schedule 1;
(b)an investment falling within paragraph 17 or 18 of that Schedule so far as relating to any investments within sub-paragraph (a).
(4) For the purposes of this article, an investment falling within paragraph 17 or 18 of Schedule 1 is treated as issued by the person (“P”) who issued the investment in respect of which the instrument confers rights if it is issued by—
(a)an undertaking in the same group as P; or
(b)a person acting on behalf of, or pursuant to arrangements made with, P.
Textual Amendments
F1Words in art. 43(3)(a) substituted (24.2.2010) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2010 (S.I. 2010/86), art. 1(2), Sch. para. 9(a)(iii)