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

Annual accounts and directors' report U.K.

59.—(1) If the requirements in paragraphs (2) to (5) are met, the financial promotion restriction does not apply to any communication by a body corporate (other than an open-ended investment company) which—

(a) consists of, or is accompanied by, the whole or any part of the annual accounts of a body corporate (other than an open-ended investment company); or

(b) is accompanied by any report which is prepared and approved by the directors of such a body corporate under—

[F1 (ai) sections 414A and 414D of the 2006 Act;] [F2 or]

[F3 (i) sections 415 and 419 of the 2006 Act] F4 ...

F5 (ii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F6 (iii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) The requirements of this paragraph are that the communication—

(a) does not contain any invitation to persons to underwrite, subscribe for, or otherwise acquire or dispose of, a controlled investment; and

(b) does not advise persons to engage in any of the activities within sub-paragraph (a).

(3) The requirements of this paragraph are that the communication does not contain any invitation to persons to—

(a) effect any transaction with the body corporate (or with any named person) in the course of that body's (or person's) carrying on of any activity falling within any of paragraphs 3 to [F7 11] [F7 11A] of Schedule 1; or

(b) make use of any services provided by that body corporate (or by any named person) in the course of carrying on such activity.

(4) The requirements of this paragraph are that the communication does not contain any inducement relating to an investment other than one issued, or to be issued, by the body corporate (or another body corporate in the same group) which falls within—

(a) paragraph 14[F8 , 15 or 15A] of Schedule 1; or

(b) paragraph 17 or 18 of that Schedule, so far as relating to any investments within sub-paragraph (a).

(5) The requirements of this paragraph are that the communication does not contain any reference to—

(a) the price at which investments issued by the body corporate have in the past been bought or sold; or

(b) the yield on such investments,

unless it is also accompanied by an indication that past performance cannot be relied on as a guide to future performance.

(6) For the purposes of paragraph (5)(b), a reference, in relation to an investment, to earnings, dividend or nominal rate of interest payable shall not be taken to be a reference to the yield on the investment.

(7) “Annual accounts” means—

(a) accounts produced by virtue of [F9 Part 15 of the 2006 Act] (or of that Part as applied by virtue of any other enactment);

F10 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) a summary financial statement prepared under [F11 section 426 of the 2006 Act];

[F12 (d) accounts produced in accordance with Chapter 3 of Part 5 of the Overseas Companies Regulations 2009 and filed with the registrar under section 441 of the 2006 Act as applied and modified by regulation 40 of those Regulations;]

F13 (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F1 Art. 59(1)(b)(ai) inserted (18.3.2015) by The Financial Services and Markets Act 2000 (Miscellaneous Provisions) (No. 2) Order 2015 (S.I. 2015/352), arts. 1, 4(a)

F2 Word in art. 59(1)(b)(ai) inserted (31.12.2020) by The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 174(2)(a) (with regs. 162(2), 174(4)) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 33(u)(v) and with savings in S.I. 2019/680, reg. 11 (as amended by S.I. 2019/1212, regs. 1(3), 22(3)); 2020 c. 1, Sch. 5 para. 1(1)

F3 Art. 59(1)(b)(i) substituted (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), arts. 1(2), 26(7)(a)

F4 Word in art. 59(1)(b)(i) omitted (31.12.2020) by virtue of The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 174(2)(b) (with regs. 162(2), 174(4)) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 33(u)(v) and with savings in S.I. 2019/680, reg. 11 (as amended by S.I. 2019/1212, regs. 1(3), 22(3)); 2020 c. 1, Sch. 5 para. 1(1)

F5 Art. 59(1)(b)(ii) omitted (12.5.2011) by virtue of The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), arts. 1(2), 26(7)(b)

F6 Art. 59(1)(b)(iii) omitted (31.12.2020) by virtue of The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 174(2)(c) (with regs. 162(2), 174(4)) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 33(u)(v) and with savings in S.I. 2019/680, reg. 11 (as amended by S.I. 2019/1212, regs. 1(3), 22(3)); 2020 c. 1, Sch. 5 para. 1(1)

F7 Word in art. 59(3)(a) substituted (E.W.S.) (29.11.2018 for specified purposes, 1.4.2019 in so far as not already in force) by The Financial Services and Markets Act 2000 (Claims Management Activity) Order 2018 (S.I. 2018/1253), arts. 1(2)(3), 33

F8 Words in art. 59(4)(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)(v)

F9 Words in art. 59(7)(a) substituted (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), arts. 1(2), 26(8)(a)

F10 Art. 59(7)(b) omitted (12.5.2011) by virtue of The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), arts. 1(2), 26(8)(b)

F11 Words in art. 59(7)(c) substituted (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), arts. 1(2), 26(8)(c)

F12 Art. 59(7)(d) substituted (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), arts. 1(2), 26(8)(d)

F13 Art. 59(7)(e) omitted (31.12.2020) by virtue of The Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/632), regs. 1(3), 174(3) (with regs. 162(2), 174(4)) (as amended by S.I. 2020/1301, regs. 1, 3, Sch. para. 33(u)(v) and with savings in S.I. 2019/680, reg. 11 (as amended by S.I. 2019/1212, regs. 1(3), 22(3)); 2020 c. 1, Sch. 5 para. 1(1)