Financial Services and Markets Act 2000

In discharging its general functions the Authority must, so far as is reasonably possible, act in a way—

The regulatory objectives are—

In discharging its general functions the Authority must have regard to—

The Authority’s general functions are—

“General guidance” has the meaning given in section 158(5).

The market confidence objective is: maintaining confidence in the financial system.

“The financial system” means the financial system operating in the United Kingdom and includes—

The public awareness objective is: promoting public understanding of the financial system.

It includes, in particular—

“The financial system” has the same meaning as in section 3.

The protection of consumers objective is: securing the appropriate degree of protection for consumers.

In considering what degree of protection may be appropriate, the Authority must have regard to—

“Consumers” means persons—

The reduction of financial crime objective is: reducing the extent to which it is possible for a business carried on— to be used for a purpose connected with financial crime.

In considering that objective the Authority must, in particular, have regard to the desirability of—

“Financial crime” includes any offence involving—

“Offence” includes an act or omission which would be an offence if it had taken place in the United Kingdom.

“Regulated person” means an authorised person, a recognised investment exchange or a recognised clearing house.

Arrangements under section 8 must include the establishment and maintenance of a panel of persons (to be known as “the Practitioner Panel”) to represent the interests of practitioners.

The Authority must appoint one of the members of the Practitioner Panel to be its chairman.

The Treasury’s approval is required for the appointment or dismissal of the chairman.

The Authority must have regard to any representations made to it by the Practitioner Panel.

The Authority must appoint to the Practitioner Panel such— as it considers appropriate.

Arrangements under section 8 must include the establishment and maintenance of a panel of persons (to be known as “the Consumer Panel”) to represent the interests of consumers.

The Authority must appoint one of the members of the Consumer Panel to be its chairman.

The Treasury’s approval is required for the appointment or dismissal of the chairman.

The Authority must have regard to any representations made to it by the Consumer Panel.

The Authority must appoint to the Consumer Panel such consumers, or persons representing the interests of consumers, as it considers appropriate.

The Authority must secure that the membership of the Consumer Panel is such as to give a fair degree of representation to those who are using, or are or may be contemplating using, services otherwise than in connection with businesses carried on by them.

“Consumers” means persons, other than authorised persons—

This section applies to a representation made, in accordance with arrangements made under section 8, by the Practitioner Panel or by the Consumer Panel.

The Authority must consider the representation.

If the Authority disagrees with a view expressed, or proposal made, in the representation, it must give the Panel a statement in writing of its reasons for disagreeing.

The Treasury may appoint an independent person to conduct a review of the economy, efficiency and effectiveness with which the Authority has used its resources in discharging its functions.

A review may be limited by the Treasury to such functions of the Authority (however described) as the Treasury may specify in appointing the person to conduct it.

A review is not to be concerned with the merits of the Authority’s general policy or principles in pursuing regulatory objectives or in exercising functions under Part VI.

On completion of a review, the person conducting it must make a written report to the Treasury—

A copy of the report must be—

Any expenses reasonably incurred in the conduct of a review are to be met by the Treasury out of money provided by Parliament.

“Independent” means appearing to the Treasury to be independent of the Authority.

A person conducting a review under section 12—

Subsection (1) applies only to documents in the custody or under the control of the Authority.

An obligation imposed on a person as a result of the exercise of powers conferred by subsection (1) is enforceable by injunction or, in Scotland, by an order for specific performance under section 45 of the Court of Session Act 1988.

This section applies in two cases.

The first is where it appears to the Treasury that—

The second is where it appears to the Treasury that—

If the Treasury consider that it is in the public interest that there should be an independent inquiry into the events and the circumstances surrounding them, they may arrange for an inquiry to be held under section 15.

“Consumers” means persons—

“The financial system” has the same meaning as in section 3.

“Listed securities” means anything which has been admitted to the official list under Part VI.

If the Treasury decide to arrange for an inquiry to be held under this section, they may appoint such person as they consider appropriate to hold the inquiry.

The Treasury may, by a direction to the appointed person, control—

A direction may, in particular—

The person appointed to hold an inquiry under section 15 may—

The appointed person may require any person who, in his opinion, is able to provide any information, or produce any document, which is relevant to the inquiry to provide any such information or produce any such document.

For the purposes of an inquiry, the appointed person has the same powers as the court in respect of the attendance and examination of witnesses (including the examination of witnesses abroad) and in respect of the production of documents.

“Court” means—

On completion of an inquiry under section 15, the person holding the inquiry must make a written report to the Treasury—

The Treasury may publish the whole, or any part, of the report and may do so in such manner as they consider appropriate.

Subsection (4) applies if the Treasury propose to publish a report but consider that it contains material—

The Treasury must ensure that the material is removed before publication.

The Treasury must lay before each House of Parliament a copy of any report or part of a report published under subsection (2).

Any expenses reasonably incurred in holding an inquiry are to be met by the Treasury out of money provided by Parliament.

If a person (“A”)— the person holding the inquiry may certify the matter to the High Court (or, in Scotland, the Court of Session).

The court may enquire into the matter.

If, after hearing— the court is satisfied that A would have been in contempt of court if the inquiry had been proceedings before the court, it may deal with him as if he were in contempt.

No person may carry on a regulated activity in the United Kingdom, or purport to do so, unless he is—

The prohibition is referred to in this Act as the general prohibition.

If an authorised person carries on a regulated activity in the United Kingdom, or purports to do so, otherwise than in accordance with permission— he is to be taken to have contravened a requirement imposed on him by the Authority under this Act.

The contravention does not—

In prescribed cases the contravention is actionable at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.

A person (“A”) must not, in the course of business, communicate an invitation or inducement to engage in investment activity.

But subsection (1) does not apply if—

In the case of a communication originating outside the United Kingdom, subsection (1) applies only if the communication is capable of having an effect in the United Kingdom.

The Treasury may by order specify circumstances in which a person is to be regarded for the purposes of subsection (1) as—

The Treasury may by order specify circumstances (which may include compliance with financial promotion rules) in which subsection (1) does not apply.

An order under subsection (5) may, in particular, provide that subsection (1) does not apply in relation to communications—

The Treasury may by order repeal subsection (3).

“Engaging in investment activity” means—

An activity is a controlled activity if—

An investment is a controlled investment if it is an investment of a specified kind or one which falls within a specified class of investment.

Schedule 2 (except paragraph 26) applies for the purposes of subsections (9) and (10) with references to section 22 being read as references to each of those subsections.

Nothing in Schedule 2, as applied by subsection (11), limits the powers conferred by subsection (9) or (10).

“Communicate” includes causing a communication to be made.

“Investment” includes any asset, right or interest.

“Specified” means specified in an order made by the Treasury.

An activity is a regulated activity for the purposes of this Act if it is an activity of a specified kind which is carried on by way of business and—

Schedule 2 makes provision supplementing this section.

Nothing in Schedule 2 limits the powers conferred by subsection (1).

“Investment” includes any asset, right or interest.

“Specified” means specified in an order made by the Treasury.

A person who contravenes the general prohibition is guilty of an offence and liable—

In this Act “an authorisation offence” means an offence under this section.

In proceedings for an authorisation offence it is a defence for the accused to show that he took all reasonable precautions and exercised all due diligence to avoid committing the offence.

A person who is neither an authorised person nor, in relation to the regulated activity in question, an exempt person is guilty of an offence if he—

In proceedings for an offence under this section it is a defence for the accused to show that he took all reasonable precautions and exercised all due diligence to avoid committing the offence.

A person guilty of an offence under this section is liable on summary conviction to imprisonment for a term not exceeding six months or a fine not exceeding level 5 on the standard scale, or both.

But where the conduct constituting the offence involved or included the public display of any material, the maximum fine for the offence is level 5 on the standard scale multiplied by the number of days for which the display continued.

A person who contravenes section 21(1) is guilty of an offence and liable—

In proceedings for an offence under this section it is a defence for the accused to show—

An agreement made by a person in the course of carrying on a regulated activity in contravention of the general prohibition is unenforceable against the other party.

The other party is entitled to recover—

“Agreement” means an agreement—

This section does not apply if the regulated activity is accepting deposits.

An agreement made by an authorised person (“the provider”)— is unenforceable against the other party.

The other party is entitled to recover—

“Agreement” means an agreement—

This section does not apply if the regulated activity is accepting deposits.

This section applies to an agreement which is unenforceable because of section 26 or 27.

The amount of compensation recoverable as a result of that section is—

If the court is satisfied that it is just and equitable in the circumstances of the case, it may allow—

In considering whether to allow the agreement to be enforced or (as the case may be) the money or property paid or transferred under the agreement to be retained the court must—

The issue is whether the person carrying on the regulated activity concerned reasonably believed that he was not contravening the general prohibition by making the agreement.

The issue is whether the provider knew that the third party was (in carrying on the regulated activity) contravening the general prohibition.

If the person against whom the agreement is unenforceable— he must repay any money and return any other property received by him under the agreement.

If property transferred under the agreement has passed to a third party, a reference in section 26 or 27 or this section to that property is to be read as a reference to its value at the time of its transfer under the agreement.

The commission of an authorisation offence does not make the agreement concerned illegal or invalid to any greater extent than is provided by section 26 or 27.

This section applies to an agreement between a person (“the depositor”) and another person (“the deposit-taker”) made in the course of the carrying on by the deposit-taker of accepting deposits in contravention of the general prohibition.

If the depositor is not entitled under the agreement to recover without delay any money deposited by him, he may apply to the court for an order directing the deposit-taker to return the money to him.

The court need not make such an order if it is satisfied that it would not be just and equitable for the money deposited to be returned, having regard to the issue mentioned in subsection (4).

The issue is whether the deposit-taker reasonably believed that he was not contravening the general prohibition by making the agreement.

“Agreement” means an agreement—

In this section—

If in consequence of an unlawful communication a person enters as a customer into a controlled agreement, it is unenforceable against him and he is entitled to recover—

If in consequence of an unlawful communication a person exercises any rights conferred by a controlled investment, no obligation to which he is subject as a result of exercising them is enforceable against him and he is entitled to recover—

But the court may allow— if it is satisfied that it is just and equitable in the circumstances of the case.

In considering whether to allow the agreement or obligation to be enforced or (as the case may be) the money or property paid or transferred under the agreement to be retained the court must have regard to the issues mentioned in subsections (6) and (7).

If the applicant made the unlawful communication, the issue is whether he reasonably believed that he was not making such a communication.

If the applicant did not make the unlawful communication, the issue is whether he knew that the agreement was entered into in consequence of such a communication.

“Applicant” means the person seeking to enforce the agreement or obligation or retain the money or property paid or transferred.

Any reference to making a communication includes causing a communication to be made.

The amount of compensation recoverable as a result of subsection (2) or (3) is—

If a person elects not to perform an agreement or an obligation which (by virtue of subsection (2) or (3)) is unenforceable against him, he must repay any money and return any other property received by him under the agreement.

If (by virtue of subsection (2) or (3)) a person recovers money paid or property transferred by him under an agreement or obligation, he must repay any money and return any other property received by him as a result of exercising the rights in question.

If any property required to be returned under this section has passed to a third party, references to that property are to be read as references to its value at the time of its receipt by the person required to return it.

The following persons are authorised for the purposes of this Act—

In this Act “authorised person” means a person who is authorised for the purposes of this Act.

If a firm is authorised—

If an authorised firm is dissolved, its authorisation continues to have effect in relation to any firm which succeeds to the business of the dissolved firm.

For the purposes of this section, a firm is to be regarded as succeeding to the business of another firm only if—

“Firm” means—

“Partnership” does not include a partnership which is constituted under the law of any place outside the United Kingdom and is a body corporate.

This section applies if—

The Authority must give a direction withdrawing that person’s status as an authorised person.

An EEA firm ceases to qualify for authorisation under Part II of Schedule 3 if it ceases to be an EEA firm as a result of—

At the request of an EEA firm, the Authority may give a direction cancelling its authorisation under Part II of Schedule 3.

If an EEA firm has a Part IV permission, it does not cease to be an authorised person merely because it ceases to qualify for authorisation under Part II of Schedule 3.

A Treaty firm ceases to qualify for authorisation under Schedule 4 if its home State authorisation is withdrawn.

At the request of a Treaty firm, the Authority may give a direction cancelling its Schedule 4 authorisation.

If a Treaty firm has a Part IV permission, it does not cease to be an authorised person merely because it ceases to qualify for authorisation under Schedule 4.

At the request of a person authorised as a result of paragraph 1(1) of Schedule 5, the Authority may give a direction cancelling his authorisation as such a person.

If a person authorised as a result of paragraph 1(1) of Schedule 5 has a Part IV permission, he does not cease to be an authorised person merely because he ceases to be a person so authorised.

The Treasury may by order (“an exemption order”) provide for— to be exempt from the general prohibition.

But a person cannot be an exempt person as a result of an exemption order if he has a Part IV permission.

An exemption order may provide for an exemption to have effect—

“Specified” means specified by the exemption order.

If a person (other than an authorised person)— he is exempt from the general prohibition in relation to any regulated activity comprised in the carrying on of that business for which his principal has accepted responsibility.

A person who is exempt as a result of subsection (1) is referred to in this Act as an appointed representative.

The principal of an appointed representative is responsible, to the same extent as if he had expressly permitted it, for anything done or omitted by the representative in carrying on the business for which he has accepted responsibility.

In determining whether an authorised person has complied with a provision contained in or made under this Act, anything which a relevant person has done or omitted as respects business for which the authorised person has accepted responsibility is to be treated as having been done or omitted by the authorised person.

“Relevant person” means a person who at the material time is or was an appointed representative by virtue of being a party to a contract with the authorised person.

Nothing in subsection (4) is to cause the knowledge or intentions of an appointed representative to be attributed to his principal for the purpose of determining whether the principal has committed an offence, unless in all the circumstances it is reasonable for them to be attributed to him.

An application for permission to carry on one or more regulated activities may be made to the Authority by—

An authorised person may not apply for permission under this section if he has a permission— which is in force.

An EEA firm may not apply for permission under this section to carry on a regulated activity which it is, or would be, entitled to carry on in exercise of an EEA right, whether through a United Kingdom branch or by providing services in the United Kingdom.

A permission given by the Authority under this Part or having effect as if so given is referred to in this Act as “a Part IV permission”.

“The threshold conditions”, in relation to a regulated activity, means the conditions set out in Schedule 6.

In giving or varying permission, or imposing or varying any requirement, under this Part the Authority must ensure that the person concerned will satisfy, and continue to satisfy, the threshold conditions in relation to all of the regulated activities for which he has or will have permission.

But the duty imposed by subsection (2) does not prevent the Authority, having due regard to that duty, from taking such steps as it considers are necessary, in relation to a particular authorised person, in order to secure its regulatory objective of the protection of consumers.

“The applicant” means an applicant for permission under section 40.

The Authority may give permission for the applicant to carry on the regulated activity or activities to which his application relates or such of them as may be specified in the permission.

If the applicant— the application is to be treated as relating to all the regulated activities which, if permission is given, he will carry on.

If the applicant— the application is to be treated as relating only to that other regulated activity.

If the applicant— the application is to be treated as relating only to that other regulated activity.

If it gives permission, the Authority must specify the permitted regulated activity or activities, described in such manner as the Authority considers appropriate.

The Authority may—

A Part IV permission may include such requirements as the Authority considers appropriate.

A requirement may, in particular, be imposed—

A requirement may extend to activities which are not regulated activities.

A requirement may be imposed by reference to the person’s relationship with—

A requirement expires at the end of such period as the Authority may specify in the permission.

But subsection (5) does not affect the Authority’s powers under section 44 or 45.

The Authority may, on the application of an authorised person with a Part IV permission, vary the permission by—

The Authority may, on the application of an authorised person with a Part IV permission, cancel the permission.

The Authority may refuse an application under this section if it appears to it—

If, as a result of a variation of a Part IV permission under this section, there are no longer any regulated activities for which the authorised person concerned has permission, the Authority must, once it is satisfied that it is no longer necessary to keep the permission in force, cancel it.

The Authority’s power to vary a Part IV permission under this section extends to including any provision in the permission as varied that could be included if a fresh permission were being given in response to an application under section 40.

The Authority may exercise its power under this section in relation to an authorised person if it appears to it that—

The Authority’s power under this section is the power to vary a Part IV permission in any of the ways mentioned in section 44(1) or to cancel it.

If, as a result of a variation of a Part IV permission under this section, there are no longer any regulated activities for which the authorised person concerned has permission, the Authority must, once it is satisfied that it is no longer necessary to keep the permission in force, cancel it.

The Authority’s power to vary a Part IV permission under this section extends to including any provision in the permission as varied that could be included if a fresh permission were being given in response to an application under section 40.

The Authority’s power under this section is referred to in this Part as its own-initiative power.

This section applies if it appears to the Authority that—

If it appears to the Authority that the likely effect of the acquisition of control on the authorised person, or on any of its activities, is uncertain the Authority may vary the authorised person’s permission by—

Any reference to a person having acquired control is to be read in accordance with Part XII.

The Authority’s own-initiative power may be exercised in respect of an authorised person at the request of, or for the purpose of assisting, a regulator who is—

Subsection (1) applies whether or not the Authority has powers which are exercisable in relation to the authorised person by virtue of any provision of Part XIII.

If a request to the Authority for the exercise of its own-initiative power has been made by a regulator who is— the Authority must, in deciding whether or not to exercise that power in response to the request, consider whether it is necessary to do so in order to comply with a Community obligation.

In deciding in any case in which the Authority does not consider that the exercise of its own-initiative power is necessary in order to comply with a Community obligation, it may take into account in particular—

The Authority may decide not to exercise its own-initiative power, in response to a request, unless the regulator concerned undertakes to make such contribution towards the cost of its exercise as the Authority considers appropriate.

Subsection (5) does not apply if the Authority decides that it is necessary for it to exercise its own-initiative power in order to comply with a Community obligation.

In subsections (4) and (5) “request” means a request of a kind mentioned in subsection (1).

This section applies if the Authority—

A person on whom an assets requirement is imposed is referred to in this section as “A”.

“Assets requirement” means a requirement under section 43—

If the Authority— the notice has the effects mentioned in subsection (5).

Those effects are that—

If the Authority imposes a requirement of the kind mentioned in subsection (3)(b), no assets held by a person as trustee in accordance with the requirement may, while the requirement is in force, be released or dealt with except with the consent of the Authority.

If, while a requirement of the kind mentioned in subsection (3)(b) is in force, A creates a charge over any assets of his held in accordance with the requirement, the charge is (to the extent that it confers security over the assets) void against the liquidator and any of A’s creditors.

Assets held by a person as trustee (“T”) are to be taken to be held by T in accordance with a requirement mentioned in subsection (3)(b) only if—

A person who contravenes subsection (6) is guilty of an offence and liable on summary conviction to a fine not exceeding level 5 on the standard scale.

“Charge” includes a mortgage (or in Scotland a security over property).

Subsections (6) and (8) do not affect any equitable interest or remedy in favour of a person who is a beneficiary of a trust as a result of a requirement of the kind mentioned in subsection (3)(b).

In considering— the Authority may have regard to any person appearing to it to be, or likely to be, in a relationship with the applicant or person given permission which is relevant.

Before— the Authority must consult the firm’s home state regulator.

A person (“A”) is connected with an EEA firm if—

“Additional Part IV permission” means a Part IV permission which is in force in relation to an EEA firm, a Treaty firm or a person authorised as a result of paragraph 1(1) of Schedule 5.

If the Authority is considering whether, and if so how, to exercise its own-initiative power under this Part in relation to an additional Part IV permission, it must take into account—

An application for a Part IV permission must—

An application for the variation of a Part IV permission must contain a statement—

Any application under this Part must—

At any time after receiving an application and before determining it, the Authority may require the applicant to provide it with such further information as it reasonably considers necessary to enable it to determine the application.

Different directions may be given, and different requirements imposed, in relation to different applications or categories of application.

The Authority may require an applicant to provide information which he is required to provide under this section in such form, or to verify it in such a way, as the Authority may direct.

An application under this Part must be determined by the Authority before the end of the period of six months beginning with the date on which it received the completed application.

The Authority may determine an incomplete application if it considers it appropriate to do so; and it must in any event determine such an application within twelve months beginning with the date on which it received the application.

The applicant may withdraw his application, by giving the Authority written notice, at any time before the Authority determines it.

If the Authority grants an application for, or for variation of, a Part IV permission, it must give the applicant written notice.

The notice must state the date from which the permission, or the variation, has effect.

If the Authority proposes— it must give the applicant a warning notice.

If the Authority proposes to refuse an application made under this Part, it must (unless subsection (8) applies) give the applicant a warning notice.

This subsection applies if it appears to the Authority that—

If the Authority decides— it must give the applicant a decision notice.

This section applies to an exercise of the Authority’s own-initiative power to vary an authorised person’s Part IV permission.

A variation takes effect—

A variation may be expressed to take effect immediately (or on a specified date) only if the Authority, having regard to the ground on which it is exercising its own-initiative power, reasonably considers that it is necessary for the variation to take effect immediately (or on that date).

If the Authority proposes to vary the Part IV permission, or varies it with immediate effect, it must give the authorised person written notice.

The notice must—

The Authority may extend the period allowed under the notice for making representations.

If, having considered any representations made by the authorised person, the Authority decides— it must give him written notice.

If, having considered any representations made by the authorised person, the Authority decides— it must give him written notice.

A notice given under subsection (7) must inform the authorised person of his right to refer the matter to the Tribunal.

A notice under subsection (8)(b) must comply with subsection (5).

If a notice informs a person of his right to refer a matter to the Tribunal, it must give an indication of the procedure on such a reference.

For the purposes of subsection (2)(c), whether a matter is open to review is to be determined in accordance with section 391(8).

If the Authority proposes to cancel an authorised person’s Part IV permission otherwise than at his request, it must give him a warning notice.

If the Authority decides to cancel an authorised person’s Part IV permission otherwise than at his request, it must give him a decision notice.

An applicant who is aggrieved by the determination of an application made under this Part may refer the matter to the Tribunal.

An authorised person who is aggrieved by the exercise of the Authority’s own-initiative power may refer the matter to the Tribunal.

Subsection (2) applies if it appears to the Authority that an individual is not a fit and proper person to perform functions in relation to a regulated activity carried on by an authorised person.

The Authority may make an order (“a prohibition order”) prohibiting the individual from performing a specified function, any function falling within a specified description or any function.

A prohibition order may relate to—

An individual who performs or agrees to perform a function in breach of a prohibition order is guilty of an offence and liable on summary conviction to a fine not exceeding level 5 on the standard scale.

In proceedings for an offence under subsection (4) it is a defence for the accused to show that he took all reasonable precautions and exercised all due diligence to avoid committing the offence.

An authorised person must take reasonable care to ensure that no function of his, in relation to the carrying on of a regulated activity, is performed by a person who is prohibited from performing that function by a prohibition order.

The Authority may, on the application of the individual named in a prohibition order, vary or revoke it.

This section applies to the performance of functions in relation to a regulated activity carried on by— as it applies to the performance of functions in relation to a regulated activity carried on by an authorised person.

“Specified” means specified in the prohibition order.

If the Authority proposes to make a prohibition order it must give the individual concerned a warning notice.

The warning notice must set out the terms of the prohibition.

If the Authority decides to make a prohibition order it must give the individual concerned a decision notice.

The decision notice must—

A person against whom a decision to make a prohibition order is made may refer the matter to the Tribunal.

This section applies to an application for the variation or revocation of a prohibition order.

If the Authority decides to grant the application, it must give the applicant written notice of its decision.

If the Authority proposes to refuse the application, it must give the applicant a warning notice.

If the Authority decides to refuse the application, it must give the applicant a decision notice.

If the Authority gives the applicant a decision notice, he may refer the matter to the Tribunal.

An authorised person (“A”) must take reasonable care to ensure that no person performs a controlled function under an arrangement entered into by A in relation to the carrying on by A of a regulated activity, unless the Authority approves the performance by that person of the controlled function to which the arrangement relates.

An authorised person (“A”) must take reasonable care to ensure that no person performs a controlled function under an arrangement entered into by a contractor of A in relation to the carrying on by A of a regulated activity, unless the Authority approves the performance by that person of the controlled function to which the arrangement relates.

“Controlled function” means a function of a description specified in rules.

The Authority may specify a description of function under subsection (3) only if, in relation to the carrying on of a regulated activity by an authorised person, it is satisfied that the first, second or third condition is met.

The first condition is that the function is likely to enable the person responsible for its performance to exercise a significant influence on the conduct of the authorised person’s affairs, so far as relating to the regulated activity.

The second condition is that the function will involve the person performing it in dealing with customers of the authorised person in a manner substantially connected with the carrying on of the regulated activity.

The third condition is that the function will involve the person performing it in dealing with property of customers of the authorised person in a manner substantially connected with the carrying on of the regulated activity.

Neither subsection (1) nor subsection (2) applies to an arrangement which allows a person to perform a function if the question of whether he is a fit and proper person to perform the function is reserved under any of the single market directives to an authority in a country or territory outside the United Kingdom.

In determining whether the first condition is met, the Authority may take into account the likely consequences of a failure to discharge that function properly.

“Arrangement”—

“Customer”, in relation to an authorised person, means a person who is using, or who is or may be contemplating using, any of the services provided by the authorised person.

An application for the Authority’s approval under section 59 may be made by the authorised person concerned.

The application must—

At any time after receiving the application and before determining it, the Authority may require the applicant to provide it with such further information as it reasonably considers necessary to enable it to determine the application.

The Authority may require an applicant to present information which he is required to give under this section in such form, or to verify it in such a way, as the Authority may direct.

Different directions may be given, and different requirements imposed, in relation to different applications or categories of application.

“The authorised person concerned” includes a person who has applied for permission under Part IV and will be the authorised person concerned if permission is given.

The Authority may grant an application made under section 60 only if it is satisfied that the person in respect of whom the application is made (“the candidate”) is a fit and proper person to perform the function to which the application relates.

In deciding that question, the Authority may have regard (among other things) to whether the candidate, or any person who may perform a function on his behalf— required by general rules in relation to persons performing functions of the kind to which the application relates.

The Authority must, before the end of the period of three months beginning with the date on which it receives an application made under section 60 (“the period for consideration”), determine whether—

If the Authority imposes a requirement under section 60(3), the period for consideration stops running on the day on which the requirement is imposed but starts running again—

A person who makes an application under section 60 may withdraw his application by giving written notice to the Authority at any time before the Authority determines it, but only with the consent of—

If the Authority decides to grant an application made under section 60 (“an application”), it must give written notice of its decision to each of the interested parties.

If the Authority proposes to refuse an application, it must give a warning notice to each of the interested parties.

If the Authority decides to refuse an application, it must give a decision notice to each of the interested parties.

If the Authority decides to refuse an application, each of the interested parties may refer the matter to the Tribunal.

“The interested parties”, in relation to an application, are—

The Authority may withdraw an approval given under section 59 if it considers that the person in respect of whom it was given is not a fit and proper person to perform the function to which the approval relates.

When considering whether to withdraw its approval, the Authority may take into account any matter which it could take into account if it were considering an application made under section 60 in respect of the performance of the function to which the approval relates.

If the Authority proposes to withdraw its approval, it must give each of the interested parties a warning notice.

If the Authority decides to withdraw its approval, it must give each of the interested parties a decision notice.

If the Authority decides to withdraw its approval, each of the interested parties may refer the matter to the Tribunal.

“The interested parties”, in relation to an approval, are—

The Authority may issue statements of principle with respect to the conduct expected of approved persons.

If the Authority issues a statement of principle under subsection (1), it must also issue a code of practice for the purpose of helping to determine whether or not a person’s conduct complies with the statement of principle.

A code issued under subsection (2) may specify—

The Authority may at any time alter or replace a statement or code issued under this section.

If a statement or code is altered or replaced, the altered or replacement statement or code must be issued by the Authority.

A statement or code issued under this section must be published by the Authority in the way appearing to the Authority to be best calculated to bring it to the attention of the public.

A code published under this section and in force at the time when any particular conduct takes place may be relied on so far as it tends to establish whether or not that conduct complies with a statement of principle.

Failure to comply with a statement of principle under this section does not of itself give rise to any right of action by persons affected or affect the validity of any transaction.

A person is not to be taken to have failed to comply with a statement of principle if he shows that, at the time of the alleged failure, it or its associated code of practice had not been published.

The Authority must, without delay, give the Treasury a copy of any statement or code which it publishes under this section.

The power under this section to issue statements of principle and codes of practice—

The Authority may charge a reasonable fee for providing a person with a copy of a statement or code published under this section.

“Approved person” means a person in relation to whom the Authority has given its approval under section 59.

Before issuing a statement or code under section 64, the Authority must publish a draft of it in the way appearing to the Authority to be best calculated to bring it to the attention of the public.

The draft must be accompanied by —

Before issuing the proposed statement or code, the Authority must have regard to any representations made to it in accordance with subsection (2)(b).

If the Authority issues the proposed statement or code it must publish an account, in general terms, of—

If the statement or code differs from the draft published under subsection (1) in a way which is, in the opinion of the Authority, significant—

Neither subsection (2)(a) nor subsection (5)(b) applies if the Authority considers—

Subsections (1) to (6) do not apply if the Authority considers that the delay involved in complying with them would prejudice the interests of consumers.

A statement or code must state that it is issued under section 64.

The Authority may charge a reasonable fee for providing a copy of a draft published under subsection (1).

This section also applies to a proposal to alter or replace a statement or code.

“Cost benefit analysis” means an estimate of the costs together with an analysis of the benefits that will arise—

“The appropriate comparison” means—

The Authority may take action against a person under this section if—

A person is guilty of misconduct if, while an approved person—

If the Authority is entitled to take action under this section against a person, it may—

The Authority may not take action under this section after the end of the period of two years beginning with the first day on which the Authority knew of the misconduct, unless proceedings in respect of it against the person concerned were begun before the end of that period.

For the purposes of subsection (4)—

“Approved person” has the same meaning as in section 64.

“Relevant authorised person”, in relation to an approved person, means the person on whose application approval under section 59 was given.

If the Authority proposes to take action against a person under section 66, it must give him a warning notice.

A warning notice about a proposal to impose a penalty must state the amount of the penalty.

A warning notice about a proposal to publish a statement must set out the terms of the statement.

If the Authority decides to take action against a person under section 66, it must give him a decision notice.

A decision notice about the imposition of a penalty must state the amount of the penalty.

A decision notice about the publication of a statement must set out the terms of the statement.

If the Authority decides to take action against a person under section 66, he may refer the matter to the Tribunal.

The Authority must prepare and issue a statement of its policy with respect to—

The Authority’s policy in determining what the amount of a penalty should be must include having regard to—

The Authority may at any time alter or replace a statement issued under this section.

If a statement issued under this section is altered or replaced, the Authority must issue the altered or replacement statement.

The Authority must, without delay, give the Treasury a copy of any statement which it publishes under this section.

A statement issued under this section must be published by the Authority in the way appearing to the Authority to be best calculated to bring it to the attention of the public.

The Authority may charge a reasonable fee for providing a person with a copy of the statement.

In exercising, or deciding whether to exercise, its power under section 66 in the case of any particular misconduct, the Authority must have regard to any statement of policy published under this section and in force at the time when the misconduct in question occurred.

Before issuing a statement under section 69, the Authority must publish a draft of the proposed statement in the way appearing to the Authority to be best calculated to bring it to the attention of the public.

The draft must be accompanied by notice that representations about the proposal may be made to the Authority within a specified time.

Before issuing the proposed statement, the Authority must have regard to any representations made to it in accordance with subsection (2).

If the Authority issues the proposed statement it must publish an account, in general terms, of—

If the statement differs from the draft published under subsection (1) in a way which is, in the opinion of the Authority, significant, the Authority must (in addition to complying with subsection (4)) publish details of the difference.

The Authority may charge a reasonable fee for providing a person with a copy of a draft published under subsection (1).

This section also applies to a proposal to alter or replace a statement.

A contravention of section 56(6) or 59(1) or (2) is actionable at the suit of a private person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.

In prescribed cases, a contravention of that kind which would be actionable at the suit of a private person is actionable at the suit of a person who is not a private person, subject to the defences and other incidents applying to actions for breach of statutory duty.

“Private person” has such meaning as may be prescribed.

On the coming into force of this section, the functions conferred on the competent authority by this Part are to be exercised by the Authority.

Schedule 7 modifies this Act in its application to the Authority when it acts as the competent authority.

But provision is made by Schedule 8 allowing some or all of those functions to be transferred by the Treasury so as to be exercisable by another person.

In discharging its general functions the competent authority must have regard to—

The competent authority’s general functions are—

The competent authority must maintain the official list.

The competent authority may admit to the official list such securities and other things as it considers appropriate.

But—

The competent authority may make rules (“listing rules”) for the purposes of this Part.

In the following provisions of this Part—

Admission to the official list may be granted only on an application made to the competent authority in such manner as may be required by listing rules.

No application for listing may be entertained by the competent authority unless it is made by, or with the consent of, the issuer of the securities concerned.

No application for listing may be entertained by the competent authority in respect of securities which are to be issued by a body of a prescribed kind.

The competent authority may not grant an application for listing unless it is satisfied that— are complied with.

An application for listing may be refused if, for a reason relating to the issuer, the competent authority considers that granting it would be detrimental to the interests of investors.

An application for listing securities which are already officially listed in another EEA State may be refused if the issuer has failed to comply with any obligations to which he is subject as a result of that listing.

The competent authority must notify the applicant of its decision on an application for listing—

If the competent authority fails to comply with subsection (1), it is to be taken to have decided to refuse the application.

If the competent authority decides to grant an application for listing, it must give the applicant written notice.

If the competent authority proposes to refuse an application for listing, it must give the applicant a warning notice.

If the competent authority decides to refuse an application for listing, it must give the applicant a decision notice.

If the competent authority decides to refuse an application for listing, the applicant may refer the matter to the Tribunal.

If securities are admitted to the official list, their admission may not be called in question on the ground that any requirement or condition for their admission has not been complied with.

The competent authority may, in accordance with listing rules, discontinue the listing of any securities if satisfied that there are special circumstances which preclude normal regular dealings in them.

The competent authority may, in accordance with listing rules, suspend the listing of any securities.

If securities are suspended under subsection (2) they are to be treated, for the purposes of sections 96 and 99, as still being listed.

This section applies to securities whenever they were admitted to the official list.

If the competent authority discontinues or suspends the listing of any securities, the issuer may refer the matter to the Tribunal.

A discontinuance or suspension takes effect—

If the competent authority— it must give the issuer of the securities written notice.

The notice must—

The competent authority may extend the period within which representations may be made to it.

If, having considered any representations made by the issuer of the securities, the competent authority decides— the competent authority must give the issuer of the securities written notice.

A notice given under subsection (5) must inform the issuer of the securities of his right to refer the matter to the Tribunal.

If a notice informs a person of his right to refer a matter to the Tribunal, it must give an indication of the procedure on such a reference.

If the competent authority decides— the competent authority must give the issuer of the securities written notice.

The effect of cancelling a discontinuance is that the securities concerned are to be readmitted, without more, to the official list.

If the competent authority has suspended the listing of securities and proposes to refuse an application by the issuer of the securities for the cancellation of the suspension, it must give him a warning notice.

The competent authority must, having considered any representations made in response to the warning notice—

If the competent authority decides to refuse an application for the cancellation of the suspension of listed securities, the applicant may refer the matter to the Tribunal.

“Discontinuance” means a discontinuance of listing under section 77(1).

“Suspension” means a suspension of listing under section 77(2).

Listing rules may provide that securities (other than new securities) of a kind specified in the rules may not be admitted to the official list unless—

“Listing particulars” means a document in such form and containing such information as may be specified in listing rules.

For the purposes of this Part, the persons responsible for listing particulars are to be determined in accordance with regulations made by the Treasury.

Nothing in this section affects the competent authority’s general power to make listing rules.

Listing particulars submitted to the competent authority under section 79 must contain all such information as investors and their professional advisers would reasonably require, and reasonably expect to find there, for the purpose of making an informed assessment of—

That information is required in addition to any information required by— as a condition of the admission of the securities to the official list.

Subsection (1) applies only to information—

In determining what information subsection (1) requires to be included in listing particulars, regard must be had (in particular) to—

If at any time after the preparation of listing particulars which have been submitted to the competent authority under section 79 and before the commencement of dealings in the securities concerned following their admission to the official list— the issuer must, in accordance with listing rules, submit supplementary listing particulars of the change or new matter to the competent authority, for its approval and, if they are approved, publish them.

“Significant” means significant for the purpose of making an informed assessment of the kind mentioned in section 80(1).

If the issuer of the securities is not aware of the change or new matter in question, he is not under a duty to comply with subsection (1) unless he is notified of the change or new matter by a person responsible for the listing particulars.

But it is the duty of any person responsible for those particulars who is aware of such a change or new matter to give notice of it to the issuer.

Subsection (1) applies also as respects matters contained in any supplementary listing particulars previously published under this section in respect of the securities in question.

The competent authority may authorise the omission from listing particulars of any information, the inclusion of which would otherwise be required by section 80 or 81, on the ground—

But—

The Secretary of State or the Treasury may issue a certificate to the effect that the disclosure of any information (including information that would otherwise have to be included in listing particulars for which they are themselves responsible) would be contrary to the public interest.

The competent authority is entitled to act on any such certificate in exercising its powers under subsection (1)(a).

This section does not affect any powers of the competent authority under listing rules made as a result of section 101(2).

“Essential information” means information which a person considering acquiring securities of the kind in question would be likely to need in order not to be misled about any facts which it is essential for him to know in order to make an informed assessment.

“Listing particulars” includes supplementary listing particulars.

On or before the date on which listing particulars are published as required by listing rules, a copy of the particulars must be delivered for registration to the registrar of companies.

A statement that a copy has been delivered to the registrar must be included in the listing particulars when they are published.

If there has been a failure to comply with subsection (1) in relation to listing particulars which have been published— is guilty of an offence.

A person guilty of an offence under subsection (3) is liable—

“Listing particulars” includes supplementary listing particulars.

“The registrar of companies” means—

Listing rules must provide that no new securities for which an application for listing has been made may be admitted to the official list unless a prospectus has been submitted to, and approved by, the competent authority and published.

“New securities” means securities which are to be offered to the public in the United Kingdom for the first time before admission to the official list.

“Prospectus” means a prospectus in such form and containing such information as may be specified in listing rules.

Nothing in this section affects the competent authority’s general power to make listing rules.

If listing rules made under section 84 require a prospectus to be published before particular new securities are admitted to the official list, it is unlawful for any of those securities to be offered to the public in the United Kingdom before the required prospectus is published.

A person who contravenes subsection (1) is guilty of an offence and liable—

A person is not to be regarded as contravening subsection (1) merely because a prospectus does not fully comply with the requirements of listing rules as to its form or content.

But subsection (3) does not affect the question whether any person is liable to pay compensation under section 90.

Any contravention of subsection (1) is actionable, at the suit of a person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty.

The provisions of this Part apply in relation to a prospectus required by listing rules as they apply in relation to listing particulars.

In this Part—

Listing rules may provide for a prospectus to be submitted to and approved by the competent authority if—

“Non-listing prospectus” means a prospectus submitted to the competent authority as a result of any listing rules made under subsection (1).

Listing rules made under subsection (1) may make provision—

The power conferred by subsection (3)(b) is subject to such provision made by or under any other enactment as the Treasury may by order specify.

Schedule 9 modifies provisions of this Part as they apply in relation to non-listing prospectuses.

Listing rules may require a person to make arrangements with a sponsor for the performance by the sponsor of such services in relation to him as may be specified in the rules.

“Sponsor” means a person approved by the competent authority for the purposes of the rules.

Listing rules made by virtue of subsection (1) may—

If the competent authority proposes— it must give him a warning notice.

If, after considering any representations made in response to the warning notice, the competent authority decides— it must give the person concerned, and any person to whom a copy of the warning notice was given, written notice of its decision.

If, after considering any representations made in response to the warning notice, the competent authority decides— it must give the person concerned a decision notice.

A person to whom a decision notice is given under this section may refer the matter to the Tribunal.

Listing rules may make provision for the competent authority, if it considers that a sponsor has contravened a requirement imposed on him by rules made as a result of section 88(3)(c), to publish a statement to that effect.

If the competent authority proposes to publish a statement it must give the sponsor a warning notice setting out the terms of the proposed statement.

If, after considering any representations made in response to the warning notice, the competent authority decides to make the proposed statement, it must give the sponsor a decision notice setting out the terms of the statement.

A sponsor to whom a decision notice is given under this section may refer the matter to the Tribunal.

Any person responsible for listing particulars is liable to pay compensation to a person who has—

Subsection (1) is subject to exemptions provided by Schedule 10.

If listing particulars are required to include information about the absence of a particular matter, the omission from the particulars of that information is to be treated as a statement in the listing particulars that there is no such matter.

Any person who fails to comply with section 81 is liable to pay compensation to any person who has—

Subsection (4) is subject to exemptions provided by Schedule 10.

This section does not affect any liability which may be incurred apart from this section.

References in this section to the acquisition by a person of securities include references to his contracting to acquire them or any interest in them.

No person shall, by reason of being a promoter of a company or otherwise, incur any liability for failing to disclose information which he would not be required to disclose in listing particulars in respect of a company’s securities—

The reference in subsection (8) to a person incurring liability includes a reference to any other person being entitled as against that person to be granted any civil remedy or to rescind or repudiate an agreement.

“Listing particulars”, in subsection (1) and Schedule 10, includes supplementary listing particulars.

If the competent authority considers that— has contravened any provision of listing rules, it may impose on him a penalty of such amount as it considers appropriate.

If, in such a case, the competent authority considers that a person who was at the material time a director of the issuer or applicant was knowingly concerned in the contravention, it may impose on him a penalty of such amount as it considers appropriate.

If the competent authority is entitled to impose a penalty on a person under this section in respect of a particular matter it may, instead of imposing a penalty on him in respect of that matter, publish a statement censuring him.

Nothing in this section prevents the competent authority from taking any other steps which it has power to take under this Part.

A penalty under this section is payable to the competent authority.

The competent authority may not take action against a person under this section after the end of the period of two years beginning with the first day on which it knew of the contravention unless proceedings against that person, in respect of the contravention, were begun before the end of that period.

For the purposes of subsection (6)—

If the competent authority proposes to take action against a person under section 91, it must give him a warning notice.

A warning notice about a proposal to impose a penalty must state the amount of the proposed penalty.

A warning notice about a proposal to publish a statement must set out the terms of the proposed statement.

If the competent authority decides to take action against a person under section 91, it must give him a decision notice.

A decision notice about the imposition of a penalty must state the amount of the penalty.

A decision notice about the publication of a statement must set out the terms of the statement.

If the competent authority decides to take action against a person under section 91, he may refer the matter to the Tribunal.

The competent authority must prepare and issue a statement (“its policy statement”) of its policy with respect to—

The competent authority’s policy in determining what the amount of a penalty should be must include having regard to—

The competent authority may at any time alter or replace its policy statement.

If its policy statement is altered or replaced, the competent authority must issue the altered or replacement statement.

In exercising, or deciding whether to exercise, its power under section 91 in the case of any particular contravention, the competent authority must have regard to any policy statement published under this section and in force at the time when the contravention in question occurred.

The competent authority must publish a statement issued under this section in the way appearing to the competent authority to be best calculated to bring it to the attention of the public.

The competent authority may charge a reasonable fee for providing a person with a copy of the statement.

The competent authority must, without delay, give the Treasury a copy of any policy statement which it publishes under this section.

Before issuing a statement under section 93, the competent authority must publish a draft of the proposed statement in the way appearing to the competent authority to be best calculated to bring it to the attention of the public.

The draft must be accompanied by notice that representations about the proposal may be made to the competent authority within a specified time.

Before issuing the proposed statement, the competent authority must have regard to any representations made to it in accordance with subsection (2).

If the competent authority issues the proposed statement it must publish an account, in general terms, of—

If the statement differs from the draft published under subsection (1) in a way which is, in the opinion of the competent authority, significant, the competent authority must (in addition to complying with subsection (4)) publish details of the difference.

The competent authority may charge a reasonable fee for providing a person with a copy of a draft published under subsection (1).

This section also applies to a proposal to alter or replace a statement.

The Treasury may by order provide for— to be kept under review.

Provision made as a result of subsection (1) must require the person responsible for keeping regulating provisions and practices under review to consider—

An order under this section may include provision corresponding to that made by any provision of Chapter III of Part X.

Subsection (3) is not to be read as in any way restricting the power conferred by subsection (1).

Subsections (6) to (8) apply for the purposes of provision made by or under this section.

Regulating provisions or practices have a significantly adverse effect on competition if—

If regulating provisions or practices have, or are intended or likely to have, the effect of requiring or encouraging exploitation of the strength of a market position they are to be taken to have, or be intended or be likely to have, an adverse effect on competition.

In determining whether any of the regulating provisions or practices have, or are intended or likely to have, a particular effect, it may be assumed that the persons to whom the provisions concerned are addressed will act in accordance with them.

“Regulating provisions” means—

Listing rules may—

If the rules require an issuer to publish information, they may include provision authorising the competent authority to publish it in the event of his failure to do so.

This section applies whenever the listed securities were admitted to the official list.

Subsection (2) applies if it appears to the competent authority that there are circumstances suggesting that—

The competent authority may appoint one or more competent persons to conduct an investigation on its behalf.

Part XI applies to an investigation under subsection (2) as if—

If listing particulars are, or are to be, published in connection with an application for listing, no advertisement or other information of a kind specified by listing rules may be issued in the United Kingdom unless the contents of the advertisement or other information have been submitted to the competent authority and that authority has—

A person who contravenes subsection (1) is guilty of an offence and liable—

A person who issues an advertisement or other information to the order of another person is not guilty of an offence under subsection (2) if he shows that he believed on reasonable grounds that the advertisement or information had been approved, or its issue authorised, by the competent authority.

If information has been approved, or its issue has been authorised, under this section, neither the person issuing it nor any person responsible for, or for any part of, the listing particulars incurs any civil liability by reason of any statement in or omission from the information if that information and the listing particulars, taken together, would not be likely to mislead persons of the kind likely to consider acquiring the securities in question.

The reference in subsection (4) to a person incurring civil liability includes a reference to any other person being entitled as against that person to be granted any civil remedy or to rescind or repudiate an agreement.

Listing rules may require the payment of fees to the competent authority in respect of—

In exercising its powers under subsection (1), the competent authority may set such fees as it considers will (taking account of the income it expects as the competent authority) enable it—

In fixing the amount of any fee which is to be payable to the competent authority, no account is to be taken of any sums which it receives, or expects to receive, by way of penalties imposed by it under this Part.

Subsection (2)(c) applies whether expenses were incurred before or after the coming into force of this Part.

Any fee which is owed to the competent authority under any provision made by or under this Part may be recovered as a debt due to it.

In determining its policy with respect to the amount of penalties to be imposed by it under this Part, the competent authority must take no account of the expenses which it incurs, or expects to incur, in discharging its functions under this Part.

The competent authority must prepare and operate a scheme for ensuring that the amounts paid to it by way of penalties imposed under this Part are applied for the benefit of issuers of securities admitted to the official list.

The scheme may, in particular, make different provision with respect to different classes of issuer.

Up to date details of the scheme must be set out in a document (“the scheme details”).

The scheme details must be published by the competent authority in the way appearing to it to be best calculated to bring them to the attention of the public.

Before making the scheme, the competent authority must publish a draft of the proposed scheme in the way appearing to it to be best calculated to bring it to the attention of the public.

The draft must be accompanied by notice that representations about the proposals may be made to the competent authority within a specified time.

Before making the scheme, the competent authority must have regard to any representations made to it under subsection (7).

If the competent authority makes the proposed scheme, it must publish an account, in general terms, of—

If the scheme differs from the draft published under subsection (6) in a way which is, in the opinion of the competent authority, significant the competent authority must (in addition to complying with subsection (9)) publish details of the difference.

The competent authority must, without delay, give the Treasury a copy of any scheme details published by it.

The competent authority may charge a reasonable fee for providing a person with a copy of—

Subsections (6) to (10) and (12) apply also to a proposal to alter or replace the scheme.

Listing rules may make different provision for different cases.

Listing rules may authorise the competent authority to dispense with or modify the application of the rules in particular cases and by reference to any circumstances.

Listing rules must be made by an instrument in writing.

Immediately after an instrument containing listing rules is made, it must be printed and made available to the public with or without payment.

A person is not to be taken to have contravened any listing rule if he shows that at the time of the alleged contravention the instrument containing the rule had not been made available as required by subsection (4).

The production of a printed copy of an instrument purporting to be made by the competent authority on which is endorsed a certificate signed by an officer of the authority authorised by it for that purpose and stating— is evidence (or in Scotland sufficient evidence) of the facts stated in the certificate.

A certificate purporting to be signed as mentioned in subsection (6) is to be treated as having been properly signed unless the contrary is shown.

A person who wishes in any legal proceedings to rely on a rule-making instrument may require the Authority to endorse a copy of the instrument with a certificate of the kind mentioned in subsection (6).

Neither the competent authority nor any person who is, or is acting as, a member, officer or member of staff of the competent authority is to be liable in damages for anything done or omitted in the discharge, or purported discharge, of the authority’s functions.

Subsection (1) does not apply—

In this Part—

In relation to any function conferred on the competent authority by this Part, any reference in this Part to the competent authority is to be read as a reference to the person by whom that function is for the time being exercisable.

If, as a result of an order under Schedule 8, different functions conferred on the competent authority by this Part are exercisable by different persons, the powers conferred by section 91 are exercisable by such person as may be determined in accordance with the provisions of the order.

For the purposes of this Part, a person offers securities if, and only if, as principal—

“Offer” and “offeror” are to be read accordingly.

For the purposes of this Part, the question whether a person offers securities to the public in the United Kingdom is to be determined in accordance with Schedule 11.

For the purposes of subsection (4) “sale” includes any disposal for valuable consideration.