PART VIExempt Communications: Certain Controlled Activities
Annual accounts and directors' report59
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
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
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 14F1, 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 F4Part 15 of the 2006 Act (or of that Part as applied by virtue of any other enactment);
F5b
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c
a summary financial statement prepared under F6section 426 of the 2006 Act;
F7d
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;
F13e
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