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, controlled claims management 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

    14. 20C.Communications required by the PRIIPs regulation: key information document

  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

  8. PART 6A EXEMPT COMMUNICATIONS: CONTROLLED CLAIMS MANAGEMENT ACTIVITIES

    1. 73A.Application of exemptions in this Part

    2. 73B.Communications made by legal professionals

    3. 73C.Communications made by a charity or not-for-profit agency

    4. 73D.Communications made by a person appointed by a statutory or other public body

    5. 73E.Communications made by the Motor Insurers’ Bureau

    6. 73F.Communications made by a medical defence union

    7. 73G.Communications made by an independent trade union

    8. 73H.Communications made by a students’ union

    9. 73I.Communications made by an insurance intermediary

    10. 73J.Communications made by certain providers of referrals

  9. PART 7 REVOCATIONS

    1. 74.Revocation

  10. Signature

    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. 4AA.Operating an organised trading facility

        7. 4B.Credit broking

        8. 4C.Operating an electronic system in relation to lending

        9. 5.Managing investments

        10. 5A.Debt adjusting

        11. 5B.Debt-counselling

        12. 6.Safeguarding and administering investments

        13. 7.Advising on investments

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

        15. 9.Providing funeral plan contracts

        16. 10.Providing qualifying credit

        17. 10A.Arranging qualifying credit etc.

        18. 10B.Advising on qualifying credit etc.

        19. 10BA.Providing relevant consumer credit

        20. 10BAA.Advising on certain relevant consumer credit relating to land

        21. 10BB.Providing consumer hire

        22. 10C.Providing a regulated home reversion plan

        23. 10D.Arranging a regulated home reversion plan

        24. 10E.Advising on a regulated home reversion plan

        25. 10F.Providing a regulated home purchase plan

        26. 10G.Arranging a regulated home purchase plan

        27. 10H.Advising on a regulated home purchase plan

        28. 10I.Providing a regulated sale and rent back agreement

        29. 10J.Arranging a regulated sale and rent back agreement

        30. 10K.Advising on a regulated sale and rent back agreement

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

      2. PART 1A CONTROLLED CLAIMS MANAGEMENT ACTIVITY

        1. 11A.(1) A claims management activity carried out in Great Britain...

      3. 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. 23A.Emission allowances

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

        16. 25.Funeral plan contracts

        17. 26.Agreements for qualifying credit

        18. 26A.Regulated home reversion plans

        19. 26B.Regulated home purchase plans

        20. 26C.Regulated sale and rent back agreement

        21. 26D.Relevant credit agreements

        22. 26E.Consumer hire agreements

        23. 27.Rights to or interests in investments

        24. 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 or Gibraltar Markets

        1. The criteria are— (a) the head office of the market...

      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

  12. Explanatory Note