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

1. Introductory Text

2. PART I Citation, Commencement and Interpretation

   1. 1. Citation and commencement

   2. 2. Interpretation: general

   3. 3. Interpretation: unlisted companies

3. PART II Controlled Activities and Controlled Investments

   1. 4. Definition of controlled activities and controlled investments

4. PART III Exemptions: Interpretation and Application

   1. 5. Interpretation: financial promotion restriction

   2. 6. Interpretation: communications

   3. 7. Interpretation: real time communications

   4. 8. Interpretation: solicited and unsolicited real time communications

   5. 8A. Interpretation: outgoing electronic commerce communications

   6. 9. Degree of prominence to be given to required indications

   7. 10. Application to qualifying contracts of insurance

   8. 11. Combination of different exemptions

5. PART IV Exempt Communications: All Controlled Activities

   1. 12. Communications to overseas recipients

   2. 13. Communications from customers and potential customers

   3. 14. Follow up non-real time communications and solicited real time communications

   4. 15. Introductions

   5. 16. Exempt persons

   6. 17. Generic promotions

   7. 17A. Communications caused to be made or directed by unauthorised persons

   8. 18. Mere conduits

   9. 18A. Electronic commerce communications: mere conduits, caching and hosting

   10. 19. Investment professionals

   11. 20. Communications by journalists

   12. 20A. Promotion broadcast by company director etc.

   13. 20B. Incoming electronic commerce communications

6. PART V Exempt Communications: Deposits and Insurance

   1. 21. Interpretation: relevant insurance activity

   2. 22. Deposits: non-real time communications

   3. 23. Deposits: real time communications

   4. 24. Relevant insurance activity: non-real time communications

   5. 25. Relevant insurance activity: non-real time communications: reinsurance and large risks

   6. 26. Relevant insurance activity: real time communication

7. PART VI Exempt Communications: Certain Controlled Activities

   1. 27. Application of exemptions in this Part

   2. 28. One off non-real time communications and solicited real time communications

   3. 28A. One off unsolicited real time communications

   4. 28B. Real time communications: introductions...

   5. 29. Communications required or authorised by enactments

   6. 30. Overseas communicators: solicited real time communications

   7. 31. Overseas communicators: non-real time communications to previously overseas customers

   8. 32. Overseas communicators: unsolicited real time communications to previously overseas customers

   9. 33. Overseas communicators: unsolicited real time communications to knowledgeable customers

   10. 34. Governments, central banks etc.

   11. 35. Registered societies

   12. 36. Nationals of EEA States other than United Kingdom

   13. 37. Financial markets

   14. 38. Persons in the business of placing promotional material

   15. 39. Joint enterprises

   16. 40. Participants in certain recognised collective investment schemes

   17. 41. Bearer instruments: promotions required or permitted by market rules

   18. 42. Bearer instruments: promotions to existing holders

   19. 43. Members and creditors of certain bodies corporate

   20. 44. Members and creditors of open-ended investment companies

   21. 45. Group companies

   22. 46. Qualifying credit to bodies corporate

   23. 46A. Promotions of credit etc. for business purposes

   24. 47. Persons in the business of disseminating information

   25. 48. Certified high net worth individuals

   26. 49. High net worth companies, unincorporated associations etc.

   27. 50. Sophisticated investors

   28. 50A. Self-certified sophisticated investors

   29. 51. Associations of high net worth or sophisticated investors

   30. 52. Common interest group of a company

   31. 53. Settlors, trustees and personal representatives

   32. 54. Beneficiaries of trust, will or intestacy

   33. 55. Communications by members of professions

   34. 55A. Non-real time communication by members of professions

   35. 55B. Insolvency practitioners

   36. 56. Remedy following report by Parliamentary Commissioner for Administration

   37. 57. Persons placing promotional material in particular publications

   38. 58. Acquisition of interest in premises run by management companies

   39. 59. Annual accounts and directors' report

   40. 60. Participation in employee share schemes

   41. 61. Sale of goods and supply of services

   42. 62. Sale of body corporate

   43. 63. Takeovers of relevant unlisted companies: interpretation

   44. 64. Takeovers of relevant unlisted companies

   45. 65. Takeovers of relevant unlisted companies: warrants etc.

   46. 66. Takeovers of relevant unlisted companies: application forms

   47. 67. Promotions required or permitted by market rules

   48. 68. Promotions in connection with admission to certain EEA markets

   49. 69. Promotions of securities already admitted to certain markets

   50. 70. Promotions included in listing particulars etc.

   51. 71. Material relating to prospectus for public offer of unlisted securities

   52. 72. Pension products offered by employers

   53. 72A. Pension product offers communicated to employees by third parties

   54. 72B. Insurance product offers communicated to employees by employers

   55. 72C. Insurance product offers communicated to employees by third parties

   56. 72D. Staff mortgage offers communicated to employees by employers

   57. 72E. Staff mortgage offers communicated to employees by third parties

   58. 72F. Credit agreements offered to employees by employers

   59. 73. Advice centres

   60. 74. Revocation

8. Signature

9. 1. SCHEDULE 1

       

      1. PART I Controlled Activities

         1. 1. Accepting deposits

         2. 2. Effecting or carrying out contracts of insurance

         3. 3. Dealing in securities and contractually based investments

         4. 4. Arranging deals in investments

         5. 4A. Operating a multilateral trading facility

         6. 4B. Credit broking

         7. 4C. Operating an electronic system in relation to lending

         8. 5. Managing investments

         9. 5A. Debt adjusting

         10. 5B. Debt-counselling

         11. 6. Safeguarding and administering investments

         12. 7. Advising on investments

         13. 8. Advising on syndicate participation at Lloyd's

         14. 9. Providing funeral plan contracts

         15. 10. Providing qualifying credit

         16. 10A. Arranging qualifying credit etc.

         17. 10B. Advising on qualifying credit etc.

         18. 10BA. Providing relevant consumer credit

         19. 10BAA. Advising on certain relevant consumer credit relating to land

         20. 10BB. Providing consumer hire

         21. 10C. Providing a regulated home reversion plan

         22. 10D. Arranging a regulated home reversion plan

         23. 10E. Advising on a regulated home reversion plan

         24. 10F. Providing a regulated home purchase plan

         25. 10G. Arranging a regulated home purchase plan

         26. 10H. Advising on a regulated home purchase plan

         27. 10I. Providing a regulated sale and rent back agreement

         28. 10J. Arranging a regulated sale and rent back agreement

         29. 10K. Advising on a regulated sale and rent back agreement

         30. 11. Agreeing to carry on specified kinds of activity

      2. PART II Controlled Investments

         1. 12. A deposit.

         2. 13. Rights under a contract of insurance.

         3. 14. (1) Shares or stock in the share capital of—

         4. 15. Instruments creating or acknowledging indebtedness

         5. 15A. Alternative finance investment bonds

         6. 16. Government and public securities

         7. 17. Instruments giving entitlements to investments

         8. 18. Certificates representing certain securities

         9. 19. Units in a collective investment scheme

         10. 20. Rights under a pension scheme

         11. 21. Options

         12. 22. Futures

         13. 23. Contracts for differences etc.

         14. 24. Lloyd's syndicate capacity and syndicate membership

         15. 25. Funeral plan contracts

         16. 26. Agreements for qualifying credit

         17. 26A. Regulated home reversion plans

         18. 26B. Regulated home purchase plans

         19. 26C. Regulated sale and rent back agreement

         20. 26D. Relevant credit agreements

         21. 26E. Consumer hire agreements

         22. 27. Rights to or interests in investments

         23. 28. Interpretation

   2. SCHEDULE 2

      COUNTRIES AND TERRITORIES

      1. 1. The Bailiwick of Guernsey.

      2. 2. The Isle of Man.

      3. 3. The Commonwealth of Pennsylvania.

      4. 4. The State of Iowa.

      5. 5. The Bailiwick of Jersey.

   3. SCHEDULE 3

      MARKETS AND EXCHANGES

      1. PART I Criteria for Relevant EEA Markets

      2. Part 2 Certain Investment Exchanges Operating Relevant EEA Markets

      3. PART III Certain Non-EEA Investment Exchanges Operating Relevant Markets

      4. PART IV Other Relevant Markets

   4. SCHEDULE 4

      TAKEOVERS OF RELEVANT UNLISTED COMPANIES

      1. PART I Requirements Relating to the Offer

         1. 1. The terms of the offer must be recommended by all...

         2. 2. (1) This paragraph applies to an offer for debentures or...

         3. 3. (1) This paragraph applies to an offer for shares comprised...

         4. 4. (1) Subject to sub-paragraph (2), the offer must be open...

         5. 5. The acquisition of the shares or debentures to which the...

         6. 6. The consideration for the shares or debentures must be—

      2. PART II Accompanying Material

         1. 7. An indication of the identity of the offeror and, if...

         2. 8. An indication of the fact that the terms of the...

         3. 9. An indication to the effect that any person who is...

         4. 10. An indication that, except insofar as the offer may be...

         5. 11. An indication of the date on which the invitation or...

         6. 12. An indication that the acquisition of the shares or debentures...

         7. 13. An indication of the place where additional material listed in...

         8. 14. The audited accounts of the company in respect of the...

         9. 15. Advice to the directors of the company on the financial...

         10. 16. An indication by the directors of the company, acting as...

         11. 17. An indication of any material interest which any director has...

         12. 18. An indication as to whether or not each director intends...

         13. 19. In the case of an offeror which is a body...

         14. 20. If the offeror is making the offer on behalf of...

         15. 21. An indication that each of the following—

         16. 22. The particulars of— (a) all shares in or debentures of...

         17. 23. An indication as to whether or not the offer is...

         18. 24. Where the offer is conditional upon acceptances, an indication of...

         19. 25. If the offer is, or has become, unconditional an indication...

         20. 26. An indication as to whether or not, if circumstances arise...

         21. 27. If shares or debentures are to be acquired for cash,...

         22. 28. (1) Subject to sub-paragraph (2), if the consideration or any...

         23. 29. Particulars of the first dividend in which any such shares...

         24. 30. An indication of the effect of the acceptance on the...

         25. 31. Particulars of all material contracts (not being contracts which were...

         26. 32. Particulars of the terms on which shares in or debentures...

         27. 33. An indication as to whether or not it is proposed,...

         28. 34. An indication as to whether or not there exists any...

         29. 35. An indication whether or not the offeror has reason to...

         30. 36. An indication as to whether or not there is any...

         31. 37. Particulars of any dealings— (a) in the shares in or...

         32. 38. In a case in which the offeror is a body...

         33. 39. Where valuations of assets are given in connection with the...

         34. 40. If any profit forecast is given in connection with the...

      3. PART III Additional Material Available for Inspection

         1. 41. The memorandum and articles of association of the company.

         2. 42. If the offeror is a body corporate, the memorandum and...

         3. 43. In the case of a company that does not fall...

         4. 44. In the case of an offeror which is required to...

         5. 45. In the case of a company or an offeror—

         6. 46. All existing contracts of service entered into for a period...

         7. 47. Any report, letter, valuation or other document any part of...

         8. 48. If the offer document contains any statement purporting to have...

         9. 49. All material contracts (if any) of the company and of...

   5. SCHEDULE 5

      STATEMENTS FOR CERTIFIED HIGH NET WORTH INDIVIDUALS AND SELF-CERTIFIED SOPHISTICATED INVESTORS

      1. PART I STATEMENT FOR CERTIFIED HIGH NET WORTH INDIVIDUALS

         1. 1. The statement to be signed for the purposes of article...

      2. PART II STATEMENT FOR SELF-CERTIFIED SOPHISTICATED INVESTORS

         1. 2. The statement to be signed for the purposes of article...

   6. SCHEDULE 6

      REVOCATION

10. Explanatory Note