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

• Citation: S.I. 2005/1529
• Sections: 220

Section 1 Citation and commencement

This Order may be cited as the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and comes into force on 1st July 2005.

Section 2 Interpretation: general

(1) In this Order, except where the context otherwise requires—

...

...

“the 2006 Act” means the Companies Act 2006

“ the Act ” means the Financial Services and Markets Act 2000;

“ close relative ” in relation to a person means—

his spouse or civil partner ;

his children and step-children, his parents and step-parents, his brothers and sisters and his step-brothers and step-sisters; and

the spouse or civil partner of any person within sub-paragraph (b);

“ controlled activity ” has the meaning given by article 4 and Schedule 1;

“controlled claims management activity” has the meaning given in article 4(3);

“ controlled investment ” has the meaning given by article 4 and Schedule 1;

“ deposit ” means a sum of money which is a deposit for the purposes of article 5 of the Regulated Activities Order;

“direct financial benefit” includes any commission, discount, remuneration or reduction in premium;

“ equity share capital ” has the meaning given in the 2006 Act (see section 548) ;

“ financial promotion restriction ” has the meaning given by article 5;

“ Full name ”, in relation to a person, means the name under which that person carries on business and, if different, that person’s corporate name ;

“ government ” means the government of the United Kingdom, the Scottish Administration, the Executive Committee of the Northern Ireland Assembly, the National Assembly for Wales and any government of any country or territory outside the United Kingdom;

“ information society service ” is to be read in accordance with the definition of “information society services” in regulation 2 of the Electronic Commerce (EC Directive) Regulations 2002;

“ instrument ” includes any record whether or not in the form of a document;

“ international organisation ” means any body the members of which comprise—

states including the United Kingdom ... ; or

bodies whose members comprise states including the United Kingdom ... ;

“ overseas communicator ” has the meaning given by article 30;

“ previously overseas customer ” has the meaning given by article 31;

“ publication ” means—

a newspaper, journal, magazine or other periodical publication;

a web site or similar system for the electronic display of information;

any programme forming part of a service consisting of the broadcast or transmission of television or radio programmes;

any teletext service, that—is to say a service consisting of television transmissions consisting of a succession of visual displays (with or without accompanying sound) capable of being selected and held for separate viewing or other use;

“ qualifying contract of insurance ” has the meaning given in the Regulated Activities Order;

“ qualifying credit ” has the meaning given by paragraph 10 of Schedule 1;

“ qualifying cryptoasset ” has the meaning given by paragraph 26F of Schedule 1;

“ qualifying cryptoasset ” has the meaning given by article 88F of the Regulated Activities Order (qualifying cryptoassets), except that the condition as to the cryptoasset being transferable or conferring transferable rights is to be taken as met if a communication made in relation to the cryptoasset describes it as being transferable or conferring transferable rights;

“ qualifying stablecoin ” has the meaning given by article 88G of the Regulated Activities Order (qualifying stablecoin);

“ registered person ” has the meaning given by article 73ZA;

“ the Regulated Activities Order ” means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 ;

“ regulated market admission rules ” means designated activity rules made by virtue of regulation 14 of the Public Offers and Admissions to Trading Regulations 2024;

“ relevant insurance activity ” has the meaning given by article 21;

“ relevant investment activities ” has the meaning given by article 30;

“ relevant UK market ” means a market that meets the criteria specified in Part A1 of Schedule 3;

“ solicited real time communication ” has the meaning given by article 8;

“structured deposit” means a deposit which is fully repayable at maturity on terms under which interest or a premium will be paid or is at risk, according to a formula involving factors such as—

an index or combination of indices excluding variable rate deposits whose return is directly linked to an interest rate index such as Euribor or Libor;

a financial instrument or combination of financial instruments;

a commodity or combination of commodities or other physical or non-physical non-fungible assets; or

a foreign exchange rate or combination of foreign exchange rates;

“ units ”, in a collective investment scheme, has the meaning given by Part XVII of the Act;

“ unsolicited real time communication ” has the meaning given by article 8.

(2) References to a person engaging in investment activity are to be construed in accordance with subsection (8) of section 21 of the Act; and for these purposes, “ controlled activity ” and “ controlled investment ” in that subsection have the meaning given in this Order.

Section 3 Interpretation: unlisted companies

(1) In this Order, an “ unlisted company ” means a body corporate the shares in which are not—

(a) listed or quoted on an investment exchange whether in the United Kingdom or elsewhere;

(b) shares in respect of which information is, with the agreement or approval of any officer of the company, published for the purpose of facilitating deals in the shares indicating prices at which persons have dealt or are willing to deal in them other than persons who, at the time the information is published, are existing members of a relevant class; or

(c) subject to a marketing arrangement which accords to the company the facilities referred to in section 693(3)(b) of the 2006 Act .

(1A) The shares in a body corporate are not to be regarded as falling within paragraph (1)(a) or (b) by reason only of either or both of the following—

(a) their being traded on a PISCES for which an operator has an approval in force under regulation 10 of the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025;

(b) information being communicated about prices at which persons have dealt or are willing to deal in them on such a PISCES.

(2) For the purpose of paragraph (1)(b), a person is to be regarded as a member of a relevant class if he was, at the relevant time—

(a) an existing member or debenture holder of the company;

(b) an existing employee of the company;

(c) a close relative of such a member or employee; or

(d) a trustee (acting in his capacity as such) of a trust, the principal beneficiary of which is a person within any of sub-paragraphs (a), (b) and (c).

(3) In this Order references to shares in and debentures of an unlisted company are references to—

(a) in the case of a body corporate which is a company within the meaning of the 2006 Act (see section 1) , shares and debentures within the meaning of that Act (see sections 540(1) and (4) and 738) ;

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

(c) in the case of any other body corporate, investments falling within paragraph 14 , 15 or 15A of Schedule 1 to this Order.

Section 4 Definition of controlled activities , controlled claims management activities and controlled investments

(1) For the purposes of section 21(9) of the Act, a controlled activity is an activity which falls within any of paragraphs 1 to 11 of Schedule 1.

(2) For the purposes of section 21(10) of the Act, a controlled investment is an investment which falls within any of paragraphs 12 to 27 of Schedule 1.

(3) For the purposes of section 21(10B) of the Act, a controlled claims management activity is an activity carried on in Great Britain of a kind specified in paragraph 11A of Schedule 1.

Section 5 Interpretation: financial promotion restriction

In this Order, any reference to the financial promotion restriction is a reference to the restriction in section 21(1) of the Act.

Section 6 Interpretation: communications

In this Order—

(a) any reference to a communication is a reference to the communication, in the course of business, of an invitation or inducement to engage in investment activity;

(b) any reference to a communication being made to another person is a reference to a communication being addressed, whether orally or in legible form, to a particular person or persons (for example where it is contained in a telephone call or letter);

(c) any reference to a communication being directed at persons is a reference to a communication being addressed to persons generally (for example where it is contained in a television broadcast or web site);

(d) “ communicate ” includes causing a communication to be made or directed;

(e) a “recipient” of a communication is the person to whom the communication is made or, in the case of a non-real time communication which is directed at persons generally, any person who reads or hears the communication;

(f) “ electronic commerce communication ” means a communication, the making of which constitutes the provision of an information society service;

(g) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(h) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 7 Interpretation: real time communications

(1) In this Order, references to a real time communication are references to any communication made in the course of a personal visit, telephone conversation or other interactive dialogue.

(2) A non-real time communication is a communication not falling within paragraph (1).

(3) For the purposes of this Order, non-real time communications include communications made by letter or e-mail or contained in a publication.

(4) For the purposes of this Order, the factors in paragraph (5) are to be treated as indications that a communication is a non-real time communication.

(5) The factors are that—

(a) the communication is made to or directed at more than one recipient in identical terms (save for details of the recipient's identity);

(b) the communication is made or directed by way of a system which in the normal course constitutes or creates a record of the communication which is available to the recipient to refer to at a later time;

(c) the communication is made or directed by way of a system which in the normal course does not enable or require the recipient to respond immediately to it.

Section 8 Interpretation: solicited and unsolicited real time communications

(1) A real time communication is solicited where it is made in the course of a personal visit, telephone call or other interactive dialogue if that call, visit or dialogue—

(a) was initiated by the recipient of the communication; or

(b) takes place in response to an express request from the recipient of the communication.

(2) A real time communication is unsolicited where it is made otherwise than as described in paragraph (1).

(3) For the purposes of paragraph (1)—

(a) a person is not to be treated as expressly requesting a call, visit or dialogue—

(i) because he omits to indicate that he does not wish to receive any or any further visits or calls or to engage in any or any further dialogue;

(ii) because he agrees to standard terms that state that such visits, calls or dialogue will take place, unless he has signified clearly that, in addition to agreeing to the terms, he is willing for them to take place;

(b) a communication is solicited only if it is clear from all the circumstances when the call, visit or dialogue is initiated or requested that during the course of the visit, call or dialogue communications will be made concerning the kind of controlled activities or investments or controlled claims management activities to which the communications in fact made relate;

(c) it is immaterial whether the express request was made before or after this article comes into force.

(4) Where a real time communication is solicited by a recipient (“R”), it is treated as having also been solicited by any other person to whom it is made at the same time as it is made to R if that other recipient is—

(a) a close relative of R; or

(b) expected to engage in any investment activity or any claims management activity jointly with R.

Section 8A Interpretation: outgoing electronic commerce communications

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Section 9 Degree of prominence to be given to required indications

Where a communication must, if it is to fall within any provision of this Order, be accompanied by an indication of any matter, the indication must be presented to the recipient—

(a) in a way that can be easily understood; and

(b) in such manner as, depending on the means by which the communication is made or directed, is best calculated to bring the matter in question to the attention of the recipient and to allow him to consider it.

Section 10 Application to qualifying contracts of insurance

(1) Nothing in this Order exempts from the application of the financial promotion restriction a communication which invites or induces a person to enter into a qualifying contract of insurance with a person who is not—

(a) an authorised person;

(b) an exempt person who is exempt in relation to effecting or carrying out contracts of insurance of the class to which the communication relates;

(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(e) a company authorised to carry on insurance business of the class to which the communication relates in any country or territory which is listed in Schedule 2.

(2) In this article, references to a class of insurance are references to the class of insurance contract described in Schedule 1 to the Regulated Activities Order into which the effecting or carrying out of the contract to which the communication relates would fall.

Section 11 Combination of different exemptions

(1) In respect of a communication relating to—

(a) a controlled activity falling within paragraph 2 of Schedule 1 carried on in relation to a qualifying contract of insurance; or

(b) a controlled activity falling within any of paragraphs 3 to 11 11A of Schedule 1,

a person may rely on the application of one or more of the exemptions in Parts IV and VI.

(2) In respect of a communication relating to—

(a) an activity falling within paragraph 1 of Schedule 1; or

(b) a relevant insurance activity,

a person may rely on one or more of the exemptions in Parts IV and V; and, where a communication relates to any such activity and also to an activity mentioned in paragraph (1)(a) or (b), a person may rely on one or more of the exemptions in Parts IV and V in respect of the former activity and on one or more of the exemptions in Parts V and VI in respect of the latter activity.

Section 12 Communications to overseas recipients

(1) Subject to paragraphs (2) and (7) paragraphs (2), (7) and (8) , the financial promotion restriction does not apply to any communication—

(a) which is made (whether from inside or outside the United Kingdom) to a person who receives the communication outside the United Kingdom; or

(b) which is directed (whether from inside or outside the United Kingdom) only at persons outside the United Kingdom.

(2) Paragraph (1) does not apply to an unsolicited real time communication unless—

(a) it is made from a place outside the United Kingdom; and

(b) it is made for the purposes of a business which is carried on outside the United Kingdom and which is not carried on in the United Kingdom.

(3) For the purposes of paragraph (1)(b)—

(a) if the conditions set out in paragraph (4)(a), (b), (c) and (d) are met, a communication directed from a place inside the United Kingdom is to be regarded as directed only at persons outside the United Kingdom;

(b) if the conditions set out in paragraph (4)(c) and (d) are met, a communication directed from a place outside the United Kingdom is to be regarded as directed only at persons outside the United Kingdom;

(c) in any other case where one or more of the conditions in paragraph (4)(a) to (e) are met, that fact is to be taken into account in determining whether or not a communication is to be regarded as directed only at persons outside the United Kingdom (but a communication may still be regarded as directed only at persons outside the United Kingdom even if none of the conditions in paragraph (4) is met).

(4) The conditions are that—

(a) the communication is accompanied by an indication that it is directed only at persons outside the United Kingdom;

(b) the communication is accompanied by an indication that it must not be acted upon by persons in the United Kingdom;

(c) the communication is not referred to in, or directly accessible from, any other communication made to a person or directed at persons in the United Kingdom by the person directing the communication;

(d) there are in place proper systems and procedures to prevent recipients in the United Kingdom (other than those to whom the communication might otherwise lawfully have been made by the person directing it or a member of the same group) engaging in the investment activity to which the communication relates with the person directing the communication, a close relative of his or a member of the same group;

(e) the communication is included in—

(i) a web site, newspaper, journal, magazine or periodical publication which is principally accessed in or intended for a market outside the United Kingdom;

(ii) a radio or television broadcast or teletext service transmitted principally for reception outside the United Kingdom.

(5) For the purpose of paragraph (1)(b), a communication may be treated as directed only at persons outside the United Kingdom even if—

(a) it is also directed, for the purposes of article 19(1)(b), at investment professionals falling within article 19(5) (but disregarding paragraph (6) of that article for this purpose);

(b) it is also directed, for the purposes of article 49(1)(b), at high net worth persons to whom article 49 applies (but disregarding paragraph (2)(e) of that article for this purpose) and it relates to a controlled activity to which article 49 applies;

(c) it is a communication to which article 31 applies.

(6) Where a communication falls within paragraph (5)(a) or (b)—

(a) the condition in paragraph (4)(a) is to be construed as requiring an indication that the communication is directed only at persons outside the United Kingdom or persons having professional experience in matters relating to investments or high net worth persons (as the case may be);

(b) the condition in paragraph (4)(b) is to be construed as requiring an indication that the communication must not be acted upon by persons in the United Kingdom except by persons who have professional experience in matters relating to investments or who are not high net worth persons (as the case may be);

(c) the condition in paragraph (4)(c) will not apply where the other communication referred to in that paragraph is made to a person or directed at a person in the United Kingdom to whom paragraph (5) applies.

(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8) Paragraph (1) does not apply to any communication in respect of a controlled claims management activity.

Section 13 Communications from customers and potential customers

(1) The financial promotion restriction does not apply to any communication made by or on behalf of a person (“customer”) to one other person (“supplier”)—

(a) in order to obtain information about a controlled investment or controlled claims management activity available from or a controlled service provided by the supplier; or

(b) in order that the customer can acquire a controlled investment from that supplier or be supplied with a controlled service by that supplier ; or

(c) in order that the customer can be supplied with services in respect of a controlled claims management activity by that supplier.

(2) For the purposes of paragraph (1), a controlled service is a service the provision of which constitutes engaging in a controlled activity by the supplier.

Section 14 Follow up non-real time communications and solicited real time communications

(1) Where a person makes or directs a communication (“the first communication”) which is exempt from the financial promotion restriction because, in compliance with the requirements of another provision of this Order, it is accompanied by certain indications or contains certain information, then the financial promotion restriction does not apply to any subsequent communication which complies with the requirements of paragraph (2).

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

(a) is a non-real time communication or a solicited real time communication;

(b) is made by, or on behalf of, the same person who made the first communication;

(c) is made to a recipient of the first communication;

(d) relates to the same controlled activity and the same controlled investment or relates to the same controlled claims management activity as the first communication; and

(e) is made within 12 months of the recipient receiving the first communication.

(3) The provisions of this article only apply in the case of a person who makes or directs a communication on behalf of another where the first communication is made by that other person.

(4) Where a person makes or directs a communication on behalf of another person in reliance on the exemption contained in this article the person on whose behalf the communication was made or directed remains responsible for the content of that communication.

(5) A communication made or directed before this article comes into force is to be treated as a first communication falling within paragraph (1) if it would have fallen within that paragraph had it been made or directed after this article comes into force.

Section 15 Introductions

(1) If the requirements of paragraph (2) are met, the financial promotion restriction does not apply to any communication which is made with a view to or for the purposes of introducing the recipient to—

(a) an authorised person who carries on the controlled activity to which the communication relates; or

(b) an exempt person where the communication relates to a controlled activity which is also a regulated activity in relation to which he is an exempt person.

(1A) But paragraph (1) does not apply to any communication made with a view to or for the purpose of an introduction to a person who carries on an activity of the kind specified by—

(a) paragraph 4B of Schedule 1;

(b) paragraph 4C of that Schedule;

(ba) paragraph 10BA (providing relevant consumer credit) of that Schedule, in relation to an agreement—

(i) which meets each of the conditions set out in article 60F(2)(a) to (d) (exempt agreements: exemptions relating to number of repayments to be made) of the Regulated Activities Order; and

(ii) to which article 60F(7A) of that Order applies;

(c) paragraph 11 of that Schedule, to the extent that it relates to that paragraph 4B or that paragraph 4C.

(d) paragraph 11A of that Schedule.

(2) The requirements of this paragraph are that—

(a) the maker of the communication (“A”) is not a close relative of, nor a member of the same group as, the person to whom the introduction is, or is to be, made;

(b) A does not receive from any person other than the recipient any pecuniary reward or other advantage arising out of his making the introduction; and

(c) it is clear in all the circumstances that the recipient, in his capacity as an investor, is not seeking and has not sought advice from A as to the merits of the recipient engaging in investment activity (or, if the client has sought such advice, A has declined to give it, but has recommended that the recipient seek such advice from an authorised person).

Section 16 Exempt persons

(1) The financial promotion restriction does not apply to any communication which—

(a) is a non-real time communication or a solicited real time communication;

(b) is made or directed by an exempt person; and

(c) is for the purposes of that exempt person's business of carrying on a controlled activity or controlled claims management activity which is also a regulated activity in relation to which he is an exempt person.

(1A) The financial promotion restriction also does not apply to any communication which is—

(a) a non-real time communication or a solicited real time communication;

(b) made by a person who is an appointed representative (within the meaning of section 39(2) of the Act ) and is carrying on an activity to which sections 20(1) and (1A) and 23(1A) of the Act do not apply by virtue of section 39(1D); and

(c) made for the purposes of that person’s business of carrying on a controlled activity which is also a regulated activity to which sections 20(1) and (1A) and 23(1A) of the Act do not apply by virtue of section 39(1D).

(2) The financial promotion restriction does not apply to any unsolicited real time communication made by a person (“AR”) who is an appointed representative (within the meaning of section 39(2) of the Act) where—

(a) the communication is made by AR in carrying on the business—

(i) for which his principal (“P”) has accepted responsibility for the purposes of section 39 of the Act; and

(ii) in relation to which AR is exempt from the general prohibition by virtue of that section or in relation to which sections 20(1) and (1A) and 23(1A) of the Act do not apply by virtue of that section ; and

(b) the communication is one which, if it were made by P, would comply with any rules made by the FCA under section 137R of the Act (financial promotion rules) which are relevant to a communication of that kind.

Section 17 Generic promotions

The financial promotion restriction does not apply to any communication which—

(a) does not identify (directly or indirectly) a person who provides the controlled investment to which the communication relates; and

(b) does not identify (directly or indirectly) any person as a person who carries on a controlled activity in relation to that investment ; and

(c) does not identify (directly or indirectly) any person as a person who carries on a controlled claims management activity.

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

(1) If a condition in paragraph (2) is met, the financial promotion restriction does not apply to a communication caused to be made or directed by an unauthorised person which is made or directed by an authorised person.

(2) The conditions in this paragraph are that—

(a) the authorised person prepared the content of the communication; or

(b) it is a real-time communication.

Section 18 Mere conduits

(1) Subject to paragraph (4), the financial promotion restriction does not apply to any communication which is made or directed by a person who acts as a mere conduit for it.

(2) A person acts as a mere conduit for a communication if—

(a) he communicates it in the course of an activity carried on by him, the principal purpose of which is transmitting or receiving material provided to him by others;

(b) the content of the communication is wholly devised by another person; and

(c) the nature of the service provided by him in relation to the communication is such that he does not select, modify or otherwise exercise control over its content prior to its transmission or receipt.

(3) For the purposes of paragraph (2)(c) a person does not select, modify or otherwise exercise control over the content of a communication merely by removing or having the power to remove material—

(a) which is, or is alleged to be, illegal, defamatory or in breach of copyright;

(b) in response to a request to a body which is empowered by or under any enactment to make such a request; or

(c) when otherwise required to do so by law.

(4) Nothing in paragraph (1) prevents the application of the financial promotion restriction in so far as it relates to the person who has caused the communication to be made or directed.

(5) This article does not apply to an electronic commerce communication.

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

The financial promotion restriction does not apply to an electronic commerce communication in circumstances where—

(a) the making of the communication constitutes the provision of an information society service of a kind falling within regulation 17(1), 18 or 19 of the Electronic Commerce (EC Directive) Regulations 2002 (“mere conduit”, “caching” and “hosting”); and

(b) the conditions mentioned in—

(i) regulation 17(1)(a) to (c) of those Regulations (where regulation 17 is the relevant regulation),

(ii) regulation 18(b)(i) to (v) of those Regulations (where regulation 18 is the relevant regulation), or

(iii) regulation 19(a)(i) and (ii) of those Regulations (where regulation 19 is the relevant regulation),

to the extent that they are applicable at the time of, or prior to, the making of the communication, are or have been met at that time.

Section 19 Investment professionals

(1) The financial promotion restriction does not apply to any communication which—

(a) is made only to recipients whom the person making the communication believes on reasonable grounds to be investment professionals; or

(b) may reasonably be regarded as directed only at such recipients.

(2) For the purposes of paragraph (1)(b), if all the conditions set out in paragraph (4)(a) to (c) are met in relation to the communication, it is to be regarded as directed only at investment professionals.

(3) In any other case in which one or more of the conditions set out in paragraph (4)(a) to (c) are met, that fact is to be taken into account in determining whether the communication is directed only at investment professionals (but a communication may still be regarded as so directed even if none of the conditions in paragraph (4) is met).

(4) The conditions are that—

(a) the communication is accompanied by an indication that it is directed at persons having professional experience in matters relating to investments and that any investment or investment activity to which it relates is available only to such persons or will be engaged in only with such persons;

(b) the communication is accompanied by an indication that persons who do not have professional experience in matters relating to investments should not rely on it;

(c) there are in place proper systems and procedures to prevent recipients other than investment professionals engaging in the investment activity to which the communication relates with the person directing the communication, a close relative of his or a member of the same group.

(5) “ Investment professionals ” means—

(a) an authorised person;

(b) an exempt person where the communication relates to a controlled activity which is a regulated activity in relation to which the person is exempt;

(c) any other person—

(i) whose ordinary activities involve him in carrying on the controlled activity to which the communication relates for the purpose of a business carried on by him; or

(ii) who it is reasonable to expect will carry on such activity for the purposes of a business carried on by him;

(d) a government, local authority (whether in the United Kingdom or elsewhere) or an international organisation;

(e) a person (“A”) who is a director, officer or employee of a person (“B”) falling within any of sub-paragraphs (a) to (d) where the communication is made to A in that capacity and where A's responsibilities when acting in that capacity involve him in the carrying on by B of controlled activities.

(6) For the purposes of paragraph (1), a communication may be treated as made only to or directed only at investment professionals even if it is also made to or directed at other persons to whom it may lawfully be communicated.

(7) Paragraph (1) does not apply to any communication in respect of a controlled claims management activity.

Section 20 Communications by journalists

(1) Subject to paragraph (2), the financial promotion restriction does not apply to any non-real time communication if—

(a) the content of the communication is devised by a person acting in the capacity of a journalist;

(b) the communication is contained in a qualifying publication; and

(c) in the case of a communication requiring disclosure, one of the conditions in paragraph (2) is met.

(2) The conditions in this paragraph are that—

(a) the communication is accompanied by an indication explaining the nature of the author's financial interest or that of a member of his family (as the case may be);

(b) the authors are subject to proper systems and procedures which prevent the publication of communications requiring disclosure without the explanation referred to in sub-paragraph (a); or

(c) the qualifying publication in which the communication appears falls within the remit of—

(i) the Code of Practice issued by the Press Complaints Commission;

(ii) the OFCOM Broadcasting Code; or

(iii) the Producers' Guidelines issued by the British Broadcasting Corporation.

(3) For the purposes of this article, a communication requires disclosure if—

(a) an author of the communication or a member of his family is likely to obtain a financial benefit or avoid a financial loss if people act in accordance with the invitation or inducement contained in the communication;

(b) the communication relates to a controlled investment of a kind falling within paragraph (4) or to a controlled claims management activity ; and

(c) the communication identifies directly a person who issues or provides the controlled investment or who carries on or engages in the controlled claims management activity to which the communication relates.

(4) A controlled investment falls within this paragraph if it is—

(a) an investment falling within paragraph 14 of Schedule 1 (shares or stock in share capital);

(b) an investment falling within paragraph 21 of that Schedule (options) to acquire or dispose of an investment falling within sub-paragraph (a);

(c) an investment falling within paragraph 22 of that Schedule (futures) being rights under a contract for the sale of an investment falling within sub-paragraph (a); or

(d) an investment falling within paragraph 23 of that Schedule (contracts for differences etc.) being rights under a contract relating to, or to fluctuations in, the value or price of an investment falling within sub-paragraph (a).

(5) For the purposes of this article—

(a) the authors of the communication are the person who devises the content of the communication and the person who is responsible for deciding to include the communication in the qualifying publication;

(b) a “ qualifying publication ” is a publication or service of the kind mentioned in paragraph (1) or (2) of article 54 of the Regulated Activities Order and which is of the nature described in that article, and for the purposes of this article, a certificate given under paragraph (3) of article 54 of that Order and not revoked is conclusive evidence of the matters certified;

(c) the members of a person's family are his spouse or civil partner and any children of his under the age of 18 years.

Section 20A Promotion broadcast by company director etc.

(1) The financial promotion restriction does not apply to a communication which is communicated as part of a qualifying service by a person (“ D ”) who is a director or employee of an undertaking (“ U ”) where—

(a) the communication invites or induces the recipient to acquire—

(i) a controlled investment of the kind falling within article 20(4) which is issued by U (or by an undertaking in the same group as U); or

(ii) a controlled investment issued or provided by an authorised person in the same group as U;

(b) the communication—

(i) comprises words which are spoken by D and not broadcast, transmitted or displayed in writing; or

(ii) is displayed in writing only because it forms part of an interactive dialogue to which D is a party and in the course of which D is expected to respond immediately to questions put by a recipient of the communication;

(c) the communication is not part of an organised marketing campaign; and

(d) the communication is accompanied by an indication that D is a director or employee (as the case may be) of U.

(2) For the purposes of this article, a “ qualifying service ” is a service—

(a) which is broadcast or transmitted in the form of television or radio programmes; or

(b) displayed on a web site (or similar system for the electronic display of information) comprising regularly updated news and information,

provided that the principal purpose of the service, taken as a whole and including any advertisements and other promotional material contained in it, is neither of the purposes described in article 54(1)(a) or (b) of the Regulated Activities Order.

(3) For the purposes of paragraph (2), a certificate given under article 54(3) of the Regulated Activities Order and not revoked is conclusive evidence of the matters certified.

Section 20B Incoming electronic commerce communications

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

The financial promotion restriction does not apply to any communication required by Article 13 of Regulation ( EU ) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products.

Section 21 Interpretation: relevant insurance activity

In this Part, a “ relevant insurance activity ” means a controlled activity falling within paragraph 2 of Schedule 1 carried on in relation to an investment falling within paragraph 13 of that Schedule where that investment is not a qualifying contract of insurance.

Section 22 Deposits: non-real time communications

(1) If the requirements of paragraph (2) are met, the financial promotion restriction does not apply to any non-real time communication which relates to a controlled activity falling within paragraph 1 of Schedule 1 except where that controlled activity relates to a structured deposit .

(2) The requirements of this paragraph are that the communication is accompanied by an indication—

(a) of the full name of the person with whom the investment which is the subject of the communication is to be made (“deposit-taker”);

(b) of the country or territory in which a deposit-taker that is a body corporate is incorporated (described as such);

(c) if different, of the country or territory in which the deposit-taker's principal place of business is situated (described as such);

(d) whether or not the deposit-taker is regulated in respect of his deposit-taking business;

(e) if the deposit-taker is so regulated, of the name of the regulator in the deposit-taker's principal place of business, or if there is more than one such regulator, the prudential regulator;

(f) whether any transaction to which the communication relates would, if entered into by the recipient and the deposit-taker, fall within the jurisdiction of any dispute resolution scheme or deposit guarantee scheme and if so, identifying each such scheme;

(g) the necessary capital information.

(3) In this article—

...

“ liabilities ” includes provisions where such provisions have not been deducted from the value of the assets;

“ necessary capital information ” means—

in relation to a deposit-taker which is a body corporate, either the amount of its paid up capital and reserves, described as such, or a statement that the amount of its paid up capital and reserves exceeds a particular amount (stating it);

in relation to a deposit-taker which is not a body corporate, either the amount of the total assets less liabilities (described as such) or a statement that the amount of its total assets exceeds a particular amount (stating it) and that its total liabilities do not exceed a particular amount (stating it).

Section 23 Deposits: real time communications

The financial promotion restriction does not apply to any real time communication (whether solicited or unsolicited) which relates to an activity falling within paragraph 1 of Schedule 1 except where that controlled activity relates to a structured deposit .

Section 24 Relevant insurance activity: non-real time communications

(1) If the requirements of paragraph (2) are met, the financial promotion restriction does not apply to any non-real time communication which relates to a relevant insurance activity.

(2) The requirements of this paragraph are that the communication is accompanied by an indication—

(a) of the full name of the person with whom the investment which is the subject of the communication is to be made (“ the insurer ”);

(b) of the country or territory in which the insurer is incorporated (described as such);

(c) if different, of the country or territory in which the insurer's principal place of business is situated (described as such);

(d) whether or not the insurer is regulated in respect of its insurance business;

(e) if the insurer is so regulated, of the name of the regulator of the insurer in its principal place of business or, if there is more than one such regulator, the name of the prudential regulator;

(f) whether any transaction to which the communication relates would, if entered into by the recipient and the insurer, fall within the jurisdiction of any dispute resolution scheme or compensation scheme and if so, identifying each such scheme.

(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

(1) The financial promotion restriction does not apply to any non-real time communication which relates to a relevant insurance activity and concerns only—

(a) a contract of reinsurance; or

(b) a contract that covers large risks.

(2) “ Large risks ” means—

(a) risks falling within paragraph 4 (railway rolling stock), 5 (aircraft), 6 (ships), 7 (goods in transit), 11 (aircraft liability) or 12 (liability of ships) of Schedule 1 to the Regulated Activities Order;

(b) risks falling within paragraph 14 (credit) or 15 (suretyship) of that Schedule provided that the risks relate to a business carried on by the recipient;

(c) risks falling within paragraph 3 (land vehicles), 8 (fire and natural forces), 9 (damage to property), 10 (motor vehicle liability), 13 (general liability) or 16 (miscellaneous financial loss) of that Schedule provided that the risks relate to a business carried on by the recipient and that the condition specified in paragraph (3) is met in relation to that business.

(3) The condition specified in this paragraph is that at least two of the three following criteria were exceeded in the most recent financial year for which information is available prior to the making of the communication—

(a) the aggregate of the amounts shown as assets in the balance sheet of the business was 6.2 million euros;

(b) the net turnover (within the meaning given to “ turnover ” by section 474(1) of the 2006 Act was 12.8 million euros;

(c) the number of employees (within the meaning given by section 465(6) of the 2006 Act was 250;

and for a financial year which is a company's financial year but not in fact a year, the net turnover of the recipient shall be proportionately adjusted.

(4) For the purposes of paragraph (3), where the recipient is a member of a group for which consolidated accounts ... are drawn up, the question whether the condition met in that paragraph is met is to be determined by reference to those accounts.

Section 26 Relevant insurance activity: real time communication

The financial promotion restriction does not apply to any real time communication (whether solicited or unsolicited) which relates to a relevant insurance activity.

Section 27 Application of exemptions in this Part

Except where otherwise stated, the exemptions in this Part apply to communications which relate to—

(a) a controlled activity falling within paragraph 2 of Schedule 1 carried on in relation to a qualifying contract of insurance;

(b) controlled activities falling within any of paragraphs 3 to 11 of Schedule 1.

(c) a controlled claims management activity.

Section 28 One off non-real time communications and solicited real time communications

(1) The financial promotion restriction does not apply to a one off communication which is either a non-real time communication or a solicited real time communication.

(2) If all the conditions set out in paragraph (3) are met in relation to a communication it is to be regarded as a one off communication. In any other case in which one or more of those conditions are met, that fact is to be taken into account in determining whether the communication is a one off communication (but a communication may still be regarded as a one off communication even if none of the conditions in paragraph (3) is met).

(3) The conditions are that—

(a) the communication is made only to one recipient or only to one group of recipients in the expectation that they would engage in any investment activity or controlled claims management activity jointly;

(b) the identity of the product or service to which the communication relates has been determined having regard to the particular circumstances of the recipient;

(c) the communication is not part of an organised marketing campaign.

Section 28A One off unsolicited real time communications

(1) The financial promotion restriction does not apply to an unsolicited real time communication if the conditions in paragraph (2) are met.

(2) The conditions in this paragraph are that—

(a) the communication is a one off communication;

(b) the communicator believes on reasonable grounds that the recipient understands the risks associated with engaging in the investment activity to which the communication relates;

(c) at the time that the communication is made, the communicator believes on reasonable grounds that the recipient would expect to be contacted by him in relation to the investment activity to which the communication relates.

(3) Paragraphs (2) and (3) of article 28 apply in determining whether a communication is a one off communication for the purposes of this article as they apply for the purposes of article 28.

(4) Paragraph (1) does not apply to any communication in respect of a controlled claims management activity.

Section 28B Real time communications: introductions ...

(1) If the requirements of paragraph (2) are met, the financial promotion restriction does not apply to any real time communication which—

(a) relates to a controlled activity falling within paragraph 4B, 4C, 5A, 5B, 10, 10A, 10B, 10BA, 10BB, 10C, 10D, 10E, 10F, 10G, 10H, 10I, 10J or 10K of Schedule 1; and

(b) is made for the purpose of, or with a view to, introducing the recipient to a person (“N”) who is—

(i) an authorised person who carries on the controlled activity to which the communication relates,

(ii) an appointed representative, where the controlled activity to which the communication relates is also a regulated activity in respect of which he is exempt from the general prohibition or in relation to which sections 20(1) and (1A) and 23(1A) of the Act do not apply by virtue of section 39(1D) or in relation to which sections 20(1) and (1A) and 23(1A) of the Act do not apply , or

(iii) an overseas person who carries on the controlled activity to which the communication relates.

(2) The requirements of this paragraph are that the maker of the communication (“M”)—

(a) does not receive any money, other than money payable to M on his own account, paid by the recipient for or in connection with any transaction which the recipient enters into with or through N as a result of the introduction; and

(b) before making the introduction, discloses to the recipient such of the information mentioned in paragraph (3) as applies to M.

(3) That information is—

(a) that M is a member of the same group as N;

(b) details of any payment which M will receive from N, by way of fee or commission, for introducing the recipient to N;

(c) an indication of any other reward or advantage received or to be received by M that arises out of his making introductions to N.

(4) In this article, “ overseas person ” means a person who carries on controlled activities which fall within paragraph 4B, 4C, 5A, 5B, 10, 10A, 10B, 10BA or 10BB of Schedule 1, but who does not carry on any such activity, or offer to do so, from a permanent place of business maintained by him in the United Kingdom.

Section 29 Communications required or authorised by enactments

(1) Subject to paragraph (2), the financial promotion restriction does not apply to any communication which is required or authorised by or under any enactment other than the Act.

(2) This article does not apply to a communication which relates to a controlled activity falling within paragraph 4B, 10, 10A , 10B, 10BA or 10BB of Schedule 1 or within paragraph 11 in so far as it relates to that activity.

(3) A communication which may be made because a condition imposed by regulation 49 or 50 of the Alternative Investment Fund Managers Regulations 2013 has been met, is to be treated as authorised by those Regulations for the purposes of paragraph (1) in so far as it is made to a professional investor (as defined in regulation 2(1) of those Regulations).

(4) A communication permitted by Article 2.2, 4 or 14.3 of Regulation (EU) No 345/2013 of the European Parliament and the Council of 17 April 2013 on European venture capital funds, or by Article 2.2, 4 or 15.3 of Regulation (EU) No 346/2013 of the European Parliament and the Council of 17 April 2013 on European social entrepreneurship funds, is to be treated as authorised by an enactment other than the Act for the purposes of paragraph (1).

(4A) The reference in paragraph (4) to Regulation (EU) 345/2013 is a reference to that instrument as it has effect at the beginning of the day on which the Financial Services and Markets Act 2000 (Amendment) (EU Exit) Regulations 2019 are made (but see regulation 2 of the European Union (Withdrawal) Act 2018 (Consequential Modifications and Repeals and Revocations) Regulations 2019, which may further update the reference).

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 30 Overseas communicators: solicited real time communications

(1) The financial promotion restriction does not apply to any solicited real time communication which is made by an overseas communicator from outside the United Kingdom in the course of or for the purposes of his carrying on the business of engaging in relevant investment activities outside the United Kingdom.

(2) In this article—

“ overseas communicator ” means a person who carries on relevant investment activities outside the United Kingdom but who does not carry on any such activity from a permanent place of business maintained by him in the United Kingdom;

“ relevant investment activities ” means controlled activities which fall within paragraphs 3 to 7 or 10 to 10B , 10BA or 10BB of Schedule 1 or, so far as relevant to any of those paragraphs, paragraph 11 of that Schedule.

(3) Paragraph (1) does not apply to any communication in respect of a controlled claims management activity.

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

(1) The financial promotion restriction does not apply to any non-real time communication which is communicated by an overseas communicator from outside the United Kingdom to a previously overseas customer of his.

(2) In this article a “ previously overseas customer ” means a person with whom the overseas communicator has done business within the period of twelve months ending with the day on which the communication was received (“the earlier business”) and where—

(a) at the time that the earlier business was done, the customer was neither resident in the United Kingdom nor had a place of business there; or

(b) at the time the earlier business was done, the overseas communicator had on a former occasion done business with the customer, being business of the same description as the business to which the communication relates, and on that former occasion the customer was neither resident in the United Kingdom nor had a place of business there.

(3) For the purposes of this article, an overseas communicator has done business with a customer if, in the course of carrying on his relevant investment activities outside the United Kingdom, he has—

(a) effected a transaction, or arranged for a transaction to be effected, with the customer;

(b) provided, outside the United Kingdom; a service to the customer as described in paragraph 6 of Schedule 1 (whether or not that paragraph was in force at the time the business was done); or

(c) given, outside the United Kingdom, any advice to the customer as described in paragraph 7 of that Schedule (whether or not that paragraph was in force at the time the business was done).

(4) Paragraph (1) does not apply to any communication in respect of a controlled claims management activity.

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

(1) If the requirements of paragraphs (2) and (3) are met, the financial promotion restriction does not apply to an unsolicited real time communication which is made by an overseas communicator from outside the United Kingdom to a previously overseas customer of his.

(2) The requirements of this paragraph are that the terms on which previous transactions and services had been effected or provided by the overseas communicator to the previously overseas customer were such that the customer would reasonably expect, at the time that the unsolicited real time communication is made, to be contacted by the overseas communicator in relation to the investment activity to which the communication relates.

(3) The requirements of this paragraph are that the previously overseas customer has been informed by the overseas communicator on an earlier occasion—

(a) that the protections conferred by or under the Act will not apply to any unsolicited real time communication which is made by the overseas communicator and which relates to that investment activity;

(b) that the protections conferred by or under the Act may not apply to any investment activity that may be engaged in as a result of the communication; and

(c) whether any transaction between them resulting from the communication would fall within the jurisdiction of any dispute resolution scheme or compensation scheme or, if there is no such scheme, of that fact.

(4) Paragraph (1) does not apply to any communication in respect of a controlled claims management activity.

Section 33 Overseas communicators: unsolicited real time communications to knowledgeable customers

(1) If the requirements of paragraphs (2), (3) and (4) are met, the financial promotion restriction does not apply to an unsolicited real time communication which is made by an overseas communicator from outside the United Kingdom in the course of his carrying on relevant investment activities outside the United Kingdom.

(2) The requirements of this paragraph are that the overseas communicator believes on reasonable grounds that the recipient is sufficiently knowledgeable to understand the risks associated with engaging in the investment activity to which the communication relates.

(3) The requirements of this paragraph are that, in relation to any particular investment activity, the recipient has been informed by the overseas communicator on an earlier occasion—

(a) that the protections conferred by or under the Act will not apply to any unsolicited real time communication which is made by him and which relates to that activity;

(b) that the protections conferred by or under the Act may not apply to any investment activity that may be engaged in as a result of the communication; and

(c) whether any transaction between them resulting from the communication would fall within the jurisdiction of any dispute resolution scheme or compensation scheme or, if there is no such scheme, of that fact.

(4) The requirements of this paragraph are that the recipient, after being given a proper opportunity to consider the information given to him in accordance with paragraph (3), has clearly signified that he understands the warnings referred to in paragraph (3)(a) and (b) and that he accepts that he will not benefit from the protections referred to.

(5) Paragraph (1) does not apply to any communication in respect of a controlled claims management activity.

Section 34 Governments, central banks etc.

The financial promotion restriction does not apply to any communication which—

(a) is a non-real time communication or a solicited real time communication;

(b) is communicated by and relates only to controlled investments issued, or to be issued, by—

(i) any government;

(ii) any local authority (in the United Kingdom or elsewhere) except for a communication which relates to a regulated credit agreement (within the meaning given in article 60B of the Regulated Activities Order (regulated credit agreements)) where entering into the agreement, or exercising or having the right to exercise rights under the agreement, constitutes the carrying on of a regulated activity of the kind specified by article 60B of the Regulated Activities Order and the exclusion in article 72G of that Order (local authorities) does not apply ;

(iii) any international organisation;

(iv) the Bank of England;

(v) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(vi) the central bank of any country or territory outside the United Kingdom.

Section 35 Registered societies

The financial promotion restriction does not apply to any communication which—

(a) is a non-real time communication or a solicited real time communication;

(b) is communicated by a registered society ; and

(c) relates only to an investment falling within paragraph 15 or 15A of Schedule 1 issued, or to be issued, by the society in question.

Section 36 Nationals of EEA States other than United Kingdom

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 37 Financial markets

(1) The financial promotion restriction does not apply to any communication—

(a) which is a non-real time communication or a solicited real time communication;

(b) which is communicated by a relevant market; and

(c) to which paragraph (2) or (3) applies.

(2) This paragraph applies to a communication if—

(a) it relates only to facilities provided by the market; and

(b) it does not identify (directly or indirectly)—

(i) any particular investment issued, or to be issued, by or available from an identified person as one that may be traded or dealt in on the market; or

(ii) any particular person as a person through whom transactions on the market may be effected.

(3) This paragraph applies to a communication if—

(a) it relates only to a particular investment falling within paragraph 21, 22 , 23 or 23A of Schedule 1; and

(b) it identifies the investment as one that may be traded or dealt in on the market.

(4) “ Relevant market ” means a market which—

(za) is a relevant UK market;

(a) meets the criteria specified in Part I of Schedule 3; or

(b) is specified in, or is established under the rules of an exchange specified in, Part ... III or IV of that Schedule.

Section 38 Persons in the business of placing promotional material

The financial promotion restriction does not apply to any communication which is made to a person whose business it is to place, or arrange for the placing of, promotional material provided that it is communicated so that he can place or arrange for placing it.

Section 39 Joint enterprises

(1) The financial promotion restriction does not apply to any communication which is made or directed by a participator in a joint enterprise to or at another participator in the same joint enterprise in connection with, or for the purposes of, that enterprise.

(2) “ Joint enterprise ” means an enterprise into which two or more persons (“the participators”) enter for commercial purposes related to a business or businesses (other than the business of engaging in a controlled activity or controlled claims management activity ) carried on by them; and, where a participator is a member of a group, each other member of the group is also to be regarded as a participator in the enterprise.

(3) “ Participator ” includes potential participator.

Section 40 Participants in certain recognised collective investment schemes

The financial promotion restriction does not apply to any non-real time communication or solicited real time communication which is made—

(a) by a person who is the operator of a scheme recognised under section 271A or section ...272 of the Act; and

(b) to persons in the United Kingdom who are participants in any such recognised scheme operated by the person making the communication,

and which relates only to such recognised schemes as are operated by that person or to units in such schemes.

Section 41 Bearer instruments: promotions required or permitted by market rules

(1) The financial promotion restriction does not apply to any communication which—

(a) is a non-real time communication or a solicited real time communication;

(b) is communicated by a body corporate (“A”) that is not an open-ended investment company;

(c) is made to or may reasonably be regarded as directed at persons entitled to bearer instruments issued by A, a parent undertaking of A or a subsidiary undertaking of A; and

(d) is required or permitted by the rules of a relevant market to be communicated to holders of instruments of a class which consists of or includes the bearer instruments in question.

(2) “ Bearer instrument ” means any of the following investments title to which is capable of being transferred by delivery—

(a) any investment falling within paragraph 14 , 15 or 15A of Schedule 1;

(b) any investment falling within paragraph 17 or 18 of that Schedule which confers rights in respect of an investment falling within paragraph 14 , 15 or 15A .

(3) For the purposes of this article, a bearer instrument falling within paragraph 17 or 18 of Schedule 1 is treated as issued by the person (“P”) who issued the investment in respect of which the bearer instrument confers rights if it is issued by—

(a) an undertaking in the same group as P; or

(b) a person acting on behalf of, or pursuant to arrangements made with, P.

(4) “ Relevant market ”, in relation to instruments of any particular class, means any market on which instruments of that class can be traded or dealt in and which—

(za) is a relevant UK market;

(a) meets the criteria specified in Part I of Schedule 3; or

(b) is specified in, or established under the rules of an exchange specified in, Part ... III of that Schedule.

Section 42 Bearer instruments: promotions to existing holders

(1) The financial promotion restriction does not apply to any communication which—

(a) is a non-real time communication or a solicited real time communication;

(b) is communicated by a body corporate (“A”) that is not an open-ended investment company;

(c) is made to or may reasonably be regarded as directed at persons entitled to bearer instruments issued by A, a parent undertaking of A or a subsidiary undertaking of A;

(d) relates only to instruments of a class which consists of or includes either the bearer instruments to which the communication relates or instruments in respect of which those bearer instruments confer rights; and

(e) is capable of being accepted or acted on only by persons who are entitled to instruments (whether or not bearer instruments) issued by A, a parent undertaking of A or a subsidiary undertaking of A.

(2) “ Bearer instruments ” has the meaning given by article 41.

(3) For the purposes of this article, an instrument falling within paragraph 17 or 18 of Schedule 1 is treated as issued by the person (“P”) who issued the investment in respect of which the bearer instrument confers rights if it is issued by—

(a) an undertaking in the same group as P; or

(b) a person acting on behalf of, or pursuant to arrangements made with, P.