Legalize / United Kingdom / Public General Act

Financial Services and Markets Act 2000

Type Public General Act

Publication 2000-06-14

Last updated 2026-09-05

State In force

Department Statute Law Database

Source legislation.gov.uk

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articles Not indexed

An Act to make provision about the regulation of financial services and markets; to provide for the transfer of certain statutory functions relating to building societies, friendly societies, industrial and provident societies and certain other mutual societies; and for connected purposes.

Reform history JSON API

(2) To satisfy the condition in sub-paragraph (1), D must in particular have appropriate financial and non-financial resources.

(3) To have appropriate financial resources D must satisfy the following conditions—

(a) D’s assets must be appropriate given D’s liabilities, and

(b) the liquidity of D’s resources must be appropriate given D’s liabilities and when they fall due or may fall due.

(4) To have appropriate non-financial resources D must satisfy the following conditions—

(a) D must be willing and able to value D’s assets and liabilities appropriately,

(b) D must have resources to identify, monitor, measure and take action to remove or reduce risks to the safety and soundness of D,

(c) D must have resources to identify, monitor, measure and take action to remove or reduce risks to the accuracy of D’s valuation of D’s assets and liabilities,

(d) the effectiveness with which D’s business is managed must meet a reasonable standard of effectiveness, and

(e) D’s non-financial resources must be sufficient to enable D to comply with—

(i) requirements imposed or likely to be imposed on D by the PRA in the exercise of its functions, and

(ii) any other requirement in relation to whose contravention the PRA would be the appropriate regulator for the purpose of any provision of Part 14 of this Act.

(5) The matters which are relevant in determining whether D satisfies the condition in sub-paragraph (1) or (2) include—

(a) the nature (including the complexity) of the regulated activities that D carries on or seeks to carry on;

(b) the nature and scale of the business carried on or to be carried on by D;

(d) the effect that the carrying on of the business carried on or to be carried on by D might be expected to have on the stability of the UK financial system;

(e) the effect that D’s failure might be expected to have on the stability of the UK financial system;

(f) D’s membership of a group and any effect which that membership may have.

Suitability

5E

(1) D must be a fit and proper person, having regard to the PRA’s objectives.

(2) The matters which are relevant in determining whether D satisfies the condition in sub-paragraph (1) include—

(a) whether D has complied and is complying with requirements imposed by the PRA in the exercise of its functions, or requests made by the PRA relating to the provision of information to the PRA and, if D has so complied or is so complying, the manner of that compliance;

(b) whether those who manage D’s affairs have adequate skills and experience and have acted and may be expected to act with probity.

Effective supervision

5F

(1) D must be capable of being effectively supervised by the PRA.

(2) The matters which are relevant in determining whether D satisfies the condition in sub-paragraph (1) include—

(a) the nature (including the complexity) of the regulated activities that D carries on or seeks to carry on;

(b) the complexity of any products that D provides or will provide in carrying on those activities;

(d) if D is a member of a group, whether membership of the group is likely to prevent the PRA’s effective supervision of D;

(e) whether D is subject to consolidated supervision required under any relevant implementing provisions;

(f) if D has close links with another person (“CL”)—

(i) the nature of the relationship between D and CL,

(ii) whether those links are or that relationship is likely to prevent the PRA’s effective supervision of D, and

(iii) if CL is subject to the laws, regulations or administrative provisions of a country or territory outside the United Kingdom (“the foreign provisions”), whether those foreign provisions, or any deficiency in their enforcement, would prevent the PRA’s effective supervision of D.

(3) D has close links with CL if—

(a) CL is a parent undertaking of D,

(b) CL is a subsidiary undertaking of D,

(d) CL is a subsidiary undertaking of a parent undertaking of D,

(e) CL owns or controls 20% or more of the voting rights or capital of D, or

(f) D owns or controls 20% or more of the voting rights or capital of CL.

PART 1F — Authorisation under Schedule 3

6A

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PART 1G — Authorisation under Schedule 4

7A

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Part II — Authorisation

Authorisation under Schedule 3

...

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Part III — Additional Conditions

8

(1) If this paragraph applies to the person concerned, he must, for the purposes of such provisions of this Act as may be specified, satisfy specified additional conditions.

(2) This paragraph applies to a person who—

(a) has his head office outside the United Kingdom; and

(b) appears to such of the FCA or the PRA as may be specified, to be seeking to carry on a regulated activity relating to insurance business.

(3) “Specified” means specified in, or in accordance with, an order made by the Treasury.

9

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SCHEDULE 6A — Variation or cancellation of Part 4A permission on initiative of FCA: additional power

Additional power

1

(1) If it appears to the FCA that an FCA-authorised person with a Part 4A permission is carrying on no regulated activity to which the permission relates, the FCA may exercise its power under this paragraph.

(2) The FCA's power under this paragraph is the power—

(a) to vary the Part 4A permission by—

(i) removing a regulated activity from those to which the permission relates, or

(ii) varying the description of a regulated activity to which the permission relates, or

(b) to cancel the Part 4A permission.

(3) The circumstances in which the FCA may form the view that an authorised person is carrying on no regulated activity include (but are not limited to) circumstances where the person fails—

(a) to pay any periodic fee or levy as is required by the FCA Handbook, or

(b) to provide such information to the FCA as is required by the FCA Handbook.

(4) “The FCA Handbook” means the Handbook made by the FCA under this Act (as that Handbook is amended from time to time).

(5) If, as a result of a variation of a permission under this paragraph, there are no longer any regulated activities for which the person has permission, the FCA must, once it is satisfied that it is no longer necessary to keep the permission in force, cancel it.

(6) The power to vary a permission under this paragraph extends to including in the permission as varied any provision that could be included if a fresh permission were being given in response to an application to the FCA under section 55A.

(7) The FCA's power under this paragraph must be exercised in accordance with paragraph 2.

Procedure etc

2

(1) The FCA may exercise its power under paragraph 1 in relation to an authorised person with a Part 4A permission only if the following conditions are met.

(2) The first condition is that the FCA has given a notice in writing to the person—

(a) stating that it appears to the FCA that the person is carrying on no regulated activity to which the permission relates,

(b) inviting the person to respond in a specified manner, and

(3) The second condition is that—

(a) at least 14 days beginning with the date on which the notice was given have elapsed, and

(b) the person has failed to respond in the specified manner.

(4) The third condition is that the FCA has given a further notice in writing to the person setting out—

(a) in a case where the FCA proposes to vary the permission—

(i) the proposed variation,

(ii) the date on which the FCA proposes to vary the permission (and, if different, the date on which the variation is to take effect), and

(iii) any specified steps the person may take that would (if taken) result in the FCA deciding not to vary the permission as proposed;

(b) in a case where the FCA proposes to cancel the permission—

(i) the date on which the FCA proposes to cancel the permission (and, if different, the date on which the cancellation is to take effect), and

(ii) any specified steps the person may take that would (if taken) result in the FCA deciding not to cancel the permission.

(5) The fourth condition is that the date specified in the notice under sub-paragraph (4) is not earlier than the end of the period of 14 days beginning with the date on which the notice is given.

(6) Where the FCA decides to publicise a notice given under this paragraph (or any details relating to it), it may do so in such manner as it considers appropriate.

Notice of decision

3

(1) Where the FCA decides to vary or cancel an authorised person's Part 4A permission under paragraph 1, the FCA must give the person a notice in writing setting out—

(a) in a case where the FCA varies the permission, the variation,

(b) the date on which the variation or cancellation takes effect, and

(2) Where the FCA—

(a) has given the person a notice under paragraph 2(4), but

(b) decides not to vary or cancel the permission (whether or not because the specified steps referred to in that notice have been taken),

the FCA must give the person a notice in writing of that decision.

(3) A notice given under this paragraph may include such other information as the FCA considers appropriate.

(4) Where the FCA decides to publicise a notice given under this paragraph (or any details relating to it), it may do so in such manner as it considers appropriate.

Application for decision to be annulled

4

(1) This paragraph applies where the FCA decides to vary or cancel an authorised person's Part 4A permission under paragraph 1.

(2) If the person is aggrieved by the FCA's decision, the person may apply to the FCA to have the decision annulled.

(3) An application under this paragraph must be made before the end of the period of 12 months beginning with the day on which the variation or cancellation took effect.

(4) An application under this paragraph must be determined before the end of the period of 6 months beginning with the date on which the FCA received the completed application.

(5) The applicant may withdraw the application, by giving the FCA written notice, at any time before the FCA determines it.

(6) The FCA may direct that an application under this paragraph must—

(a) contain specified information, or

(b) take a specified form.

Annulment etc

5

(1) This paragraph applies where the FCA receives an application under paragraph 4 in relation to a decision to vary or cancel an authorised person's Part 4A permission under paragraph 1.

(2) The FCA may—

(a) annul the decision unconditionally,

(b) annul the decision subject to such conditions as it considers appropriate, or

(3) The FCA may annul the decision (unconditionally or subject to conditions) only if satisfied that, in all the circumstances, it is just and reasonable to do so.

(4) The FCA's power under sub-paragraph (2)(b) includes the power—

(a) to remove or describe differently a regulated activity specified in the permission, and

(b) to withdraw or vary an approval given under section 59 that has effect in relation to the carrying on of a regulated activity specified in the permission,

provided that the activity in question was one to which the permission related immediately before the decision was taken.

(5) Where the FCA annuls the decision it must give the person a notice in writing setting out—

(a) where the annulment is subject to conditions, the conditions, and

(b) the date on which the annulment takes effect.

(6) If the FCA proposes to refuse to annul the decision it must give the person a warning notice.

(7) If the FCA decides to refuse to annul the decision it must give the person a decision notice.

Effect

6

(1) Where the FCA—

(a) varies or cancels an authorised person's Part 4A permission under paragraph 1, but

(b) that decision is subsequently annulled under paragraph 5,

the variation or cancellation is treated as if it had not taken place, subject as follows.

(2) The FCA does not become subject to any statutory obligation by virtue of sub-paragraph (1).

(3) Where, by virtue of sub-paragraph (1)—

(a) a person becomes subject to a statutory obligation, and

(b) the FCA has functions in relation to the obligation,

the FCA may, in exercising those functions, treat the person as if the person had not become subject to the obligation.

(4) If the FCA treats a person as not having become subject to an obligation, it must notify the person of that fact in such manner as it considers appropriate.

(5) In a case where paragraph 5(4)(a) applies—

(a) the permission is treated as if it had been varied in accordance with the FCA's own-initiative variation power, and

(b) that variation is treated as if it took effect on the date on which the annulment took effect.

(6) In a case where paragraph 5(4)(b) applies—

(a) the approval is treated as if it had been withdrawn in accordance with section 63 or varied in accordance with section 63ZB (as the case may be), and

(b) that withdrawal or variation is treated as if it took effect on the date on which the annulment took effect.

(7) In this paragraph “statutory obligation” means any obligation arising under or by virtue of this Act or any other enactment.

(8) In sub-paragraph (7) “enactment” includes—

(a) the enactments listed in section 3T, and

(b) any assimilated direct legislation.

Right to refer matter to Tribunal

7

(1) This paragraph applies where the FCA—

(a) decides to vary or cancel an authorised person's Part 4A permission under paragraph 1,

(b) receives an application from the person under paragraph 4 in respect of that decision, and

(2) Either party may refer the matter to the Tribunal.

(3) In determining a reference made under this paragraph, the Tribunal may give such directions, and may make such provision, as it considers reasonable for placing the person and other persons in the same position (as nearly as may be) as if the permission had not been varied or cancelled.

Supplementary

8

(1) Nothing in this Schedule affects the generality of any other provision made under or by virtue of this Act that confers power on the FCA to vary or cancel an authorised person's Part 4A permission.

(2) Nothing in paragraph 6(5) and (6) gives rise to a right to make a reference to the Tribunal.

(3) Sections 55U to 55X (applications made under Part 4A: procedure) do not apply in relation to an application made under paragraph 4.

(4) Section 55Z (cancellation of Part 4A permission: procedure) does not apply in relation to a proposal, or decision, to cancel an authorised person's Part 4A permission under paragraph 1.

(5) Section 55Z3(1) (right to refer matters to the Tribunal) does not apply in relation to the determination of an application under paragraph 4.

(6) In this Schedule “specified” means specified in a direction given by the FCA under this Schedule.

(7) A direction made by the FCA under this Schedule may make different provision for different cases.

(8) The FCA may revoke or amend a direction it makes under this Schedule.

SCHEDULE 6B — Designated activities

Introductory

1

The matters with respect to which provision may be made under section 71K in respect of activities include (but are not limited to) those described in general terms in this Schedule.

Derivatives

2

Activities related to entering into derivative contracts (including those contracts not cleared by a central counterparty).

3

Holding positions in commodity derivatives.

Short selling

4

Engaging in short selling in relation to specified financial instruments (“shorted instruments”) including where—

(a) a person enters into a transaction which creates, or relates to, another financial instrument, and

(b) the effect (or one of the effects) of the transaction is to confer a financial advantage on that person in the event of a decrease in the price or value of the shorted instrument.

Securitisation

5

Acting as one of the following in a securitisation—

(a) an originator,

(b) a sponsor,

(d) a securitisation special purpose entity.

6

Selling a securitisation position to a retail client located in the United Kingdom.

Financial markets

7

Offering securities to the public.

8

Applying for, securing or maintaining the admission of securities to trading on a securities market.

Using a benchmark

9

Issuing an instrument which references a benchmark.

10

Determining the amount payable under an instrument or financial contract by reference to a benchmark or otherwise being a party to a financial contract which references a benchmark.

11

Measuring the performance of an investment fund through a benchmark.

Contributing to a benchmark

12

Acting as a “benchmark contributor” including persons in the United Kingdom or a third country.

13

Contributing data to a regulated benchmark administrator for the purpose of the administrator determining a benchmark.

SCHEDULE 6C — LISTED DESIGNATED ACTIVITY REGULATIONS AND REQUIREMENTS FOR PURPOSES OF CERTAIN PROVISIONS

PART 1 — PROVISIONS DESIGNATING RELEVANT DESIGNATED ACTIVITIES

Part 2 of the Short Selling Regulations 2025.

Part 2 of the Consumer Composite Investments (Designated Activities) Regulations 2024.

Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.

PART2 — RELEVANT PART 5A REQUIREMENTS FOR PURPOSES OF SPECIFIED PROVISIONS

Provision of this Act	Designated activity regulations	Descriptions of requirement
Part 11	(1) Short Selling Regulations 2025.(2) Consumer Composite Investments (Designated Activities) Regulations 2024.(3) Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.	(1) Requirements imposed by designated activity rules.(2) Requirements imposed by directions under section 71O.
Part 14	(1) Short Selling Regulations 2025.(2) Consumer Composite Investments (Designated Activities) Regulations 2024.(3) Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.	(1) Requirements imposed by designated activity rules.(2) Requirements imposed by directions under section 71O.(3) Requirements imposed by or under Part 11 by reason of the person concerned being, or having been, subject to a requirement of a kind mentioned in paragraph (1) or (2).(4) Requirements imposed under section 206B.

PART 3 — RELEVANT PART 5A DIRECTIONS FOR PURPOSES OF CHAPTER 2 OF PART 5A

Designated activity regulations	Excluded directions
Short Selling Regulations 2025.
Consumer Composite Investments (Designated Activities) Regulations 2024.	A direction that the FCA publishes under section 71O(9) instead of proceeding under section 71O(8).
Part 2 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.

SCHEDULE 7

The Authority as Competent Authority for Part VI

General

1

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The Authority’s general functions

2

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Duty to consult

3

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Rules

4

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Statements of policy

5

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Penalties

6

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Fees

7

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Exemption from liability in damages

8

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SCHEDULE 8

Transfer of functions under Part VI

The power to transfer

1

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Supplemental

2

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3

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SCHEDULE 9

General application of Part VI

1

The provisions of Part VI apply in relation to a non-listing prospectus as they apply in relation to listing particulars but with the modifications made by this Schedule.

References to listing particulars

2

(1) Any reference to listing particulars is to be read as a reference to a prospectus.

(2) Any reference to supplementary listing particulars is to be read as a reference to a supplementary prospectus.

General duty of disclosure

3

(1) In section 80(1), for “section 79” substitute “ section 87 ”.

(2) In section 80(2), omit “as a condition of the admission of the securities to the official list”.

Supplementary prospectuses

4

In section 81(1), for “section 79 and before the commencement of dealings in the securities concerned following their admission to the official list” substitute “ section 87 and before the end of the period during which the offer to which the prospectus relates remains open ”.

Exemption from liability for compensation

5

(1) In paragraphs 1(3) and 2(3) of Schedule 10, for paragraph (d) substitute—

(d) the securities were acquired after such a lapse of time that he ought in the circumstances to be reasonably excused and, if the securities are dealt in on an approved exchange, he continued in that belief until after the commencement of dealings in the securities on that exchange.

(2) After paragraph 8 of that Schedule, insert—

(9) “Approved exchange” has such meaning as may be prescribed.

6

In section 98(1), for “If listing particulars are, or are to be, published in connection with an application for listing,” substitute “ If a prospectus is, or is to be, published in connection with an application for approval, then, until the end of the period during which the offer to which the prospectus relates remains open, ”.

Fees

7

Listing rules made under section 99 may require the payment of fees to the competent authority in respect of a prospectus submitted for approval under section 87.

SCHEDULE 10 — Compensation: Exemptions

Statements believed to be true

1

(1) In this paragraph “statement” means—

(a) any untrue or misleading statement in listing particulars; or

(b) the omission from listing particulars of any matter required to be included by section 80 or 81.

(2) A person does not incur any liability under section 90(1) for loss caused by a statement if he satisfies the court that, at the time when the listing particulars were submitted to the FCA, he reasonably believed (having made such enquiries, if any, as were reasonable) that—

(a) the statement was true and not misleading, or

(b) the matter whose omission caused the loss was properly omitted,

and that one or more of the conditions set out in sub-paragraph (3) are satisfied.

(3) The conditions are that—

(a) he continued in his belief until the time when the securities in question were acquired;

(b) they were acquired before it was reasonably practicable to bring a correction to the attention of persons likely to acquire them;

(c) before the securities were acquired, he had taken all such steps as it was reasonable for him to have taken to secure that a correction was brought to the attention of those persons;

(d) he continued in his belief until after the commencement of dealings in the securities following their admission to the official list and they were acquired after such a lapse of time that he ought in the circumstances to be reasonably excused.

Statements by experts

2

(1) In this paragraph “statement” means a statement included in listing particulars which—

(a) purports to be made by, or on the authority of, another person as an expert; and

(b) is stated to be included in the listing particulars with that other person’s consent.

(2) A person does not incur any liability under section 90(1) for loss in respect of any securities caused by a statement if he satisfies the court that, at the time when the listing particulars were submitted to the FCA, he reasonably believed that the other person—

(a) was competent to make or authorise the statement, and

(b) had consented to its inclusion in the form and context in which it was included,

and that one or more of the conditions set out in sub-paragraph (3) are satisfied.

(3) The conditions are that—

(a) he continued in his belief until the time when the securities were acquired;

(b) they were acquired before it was reasonably practicable to bring the fact that the expert was not competent, or had not consented, to the attention of persons likely to acquire the securities in question;

(c) before the securities were acquired he had taken all such steps as it was reasonable for him to have taken to secure that that fact was brought to the attention of those persons;

(d) he continued in his belief until after the commencement of dealings in the securities following their admission to the official list and they were acquired after such a lapse of time that he ought in the circumstances to be reasonably excused.

Corrections of statements

3

(1) In this paragraph “statement” has the same meaning as in paragraph 1.

(2) A person does not incur liability under section 90(1) for loss caused by a statement if he satisfies the court—

(a) that before the securities in question were acquired, a correction had been published in a manner calculated to bring it to the attention of persons likely to acquire the securities; or

(b) that he took all such steps as it was reasonable for him to take to secure such publication and reasonably believed that it had taken place before the securities were acquired.

(3) Nothing in this paragraph is to be taken as affecting paragraph 1.

Corrections of statements by experts

4

(1) In this paragraph “statement” has the same meaning as in paragraph 2.

(2) A person does not incur liability under section 90(1) for loss caused by a statement if he satisfies the court—

(a) that before the securities in question were acquired, the fact that the expert was not competent or had not consented had been published in a manner calculated to bring it to the attention of persons likely to acquire the securities; or

(b) that he took all such steps as it was reasonable for him to take to secure such publication and reasonably believed that it had taken place before the securities were acquired.

(3) Nothing in this paragraph is to be taken as affecting paragraph 2.

Official statements

5

A person does not incur any liability under section 90(1) for loss resulting from—

(a) a statement made by an official person which is included in the listing particulars, or

(b) a statement contained in a public official document which is included in the listing particulars,

if he satisfies the court that the statement is accurately and fairly reproduced.

False or misleading information known about

6

A person does not incur any liability under section 90(1) or (4) if he satisfies the court that the person suffering the loss acquired the securities in question with knowledge—

(a) that the statement was false or misleading,

(b) of the omitted matter, or

as the case may be.

Belief that supplementary listing particulars not called for

7

A person does not incur any liability under section 90(4) if he satisfies the court that he reasonably believed that the change or new matter in question was not such as to call for supplementary listing particulars.

Meaning of “expert”

8

“Expert” includes any engineer, valuer, accountant or other person whose profession, qualifications or experience give authority to a statement made by him.

SCHEDULE 10A — LIABILITY OF ISSUERS IN CONNECTION WITH PUBLISHED INFORMATION

PART 1 — SCOPE OF THIS SCHEDULE

Securities to which this Schedule applies

1

(1) This Schedule applies to securities that are, with the consent of the issuer, admitted to trading on a securities market, where—

(a) the market is situated or operating in the United Kingdom, or

(b) the United Kingdom is the issuer's home State.

(2) For the purposes of this Schedule—

(a) an issuer of securities is not taken to have consented to the securities being admitted to trading on a securities market by reason only of having consented to their admission to trading on another market as a result of which they are admitted to trading on the first-mentioned market;

(b) an issuer who has accepted responsibility (to any extent) for any document prepared for the purposes of the admission of the securities to trading on a securities market (such as a prospectus or listing particulars) is taken to have consented to their admission to trading on that market.

(3) For the purposes of this Schedule the United Kingdom is the home State of an issuer if—

(a) the transparency rules impose requirements on the issuer in relation to the securities, or

(b) the issuer has its registered office (or, if it does not have a registered office, its head office) in the United Kingdom.

Published information to which this Schedule applies

2

(1) This Schedule applies to information published by the issuer of securities to which this Schedule applies—

(a) by recognised means, or

(b) by other means where the availability of the information has been announced by the issuer by recognised means.

(2) It is immaterial whether the information is required to be published (by recognised means or otherwise).

(3) The following are “recognised means”—

(a) a recognised information service;

(b) other means required or authorised to be used to communicate information to the market in question, or to the public, when a recognised information service is unavailable.

(4) A “recognised information service” means—

(a) in relation to a securities market situated or operating in the United Kingdom, a service used for the dissemination of information in accordance with transparency rules;

(b) in relation to a securities market situated or operating outside the United Kingdom, a service used for the dissemination of information corresponding to that required to be disclosed under transparency rules; or

(c) in relation to any securities market, any other service used by issuers of securities for the dissemination of information required to be disclosed by the rules of the market.

PART 2 — LIABILITY IN CONNECTION WITH PUBLISHED INFORMATION

Liability of issuer for misleading statement or dishonest omission

3

(1) An issuer of securities to which this Schedule applies is liable to pay compensation to a person who—

(a) acquires, continues to hold or disposes of the securities in reliance on published information to which this Schedule applies, and

(b) suffers loss in respect of the securities as a result of—

(i) any untrue or misleading statement in that published information, or

(ii) the omission from that published information of any matter required to be included in it.

(2) The issuer is liable in respect of an untrue or misleading statement only if a person discharging managerial responsibilities within the issuer knew the statement to be untrue or misleading or was reckless as to whether it was untrue or misleading.

(3) The issuer is liable in respect of the omission of any matter required to be included in published information only if a person discharging managerial responsibilities within the issuer knew the omission to be a dishonest concealment of a material fact.

(4) A loss is not regarded as suffered as a result of the statement or omission unless the person suffering it acquired, continued to hold or disposed of the relevant securities—

(a) in reliance on the information in question, and

(b) at a time when, and in circumstances in which, it was reasonable for him to rely on it.

4

An issuer of securities to which this Schedule applies is not liable under paragraph 3 to pay compensation to a person for loss suffered as a result of an untrue or misleading statement in, or omission from, published information to which this Schedule applies if—

(a) the published information is contained in listing particulars or a prospectus (or supplementary listing particulars or a supplementary prospectus), and

(b) the issuer is liable under section 90 (compensation for statements in listing particulars or prospectus) to pay compensation to the person in respect of the statement or omission.

Liability of issuer for dishonest delay in publishing information

5

(1) An issuer of securities to which this Schedule applies is liable to pay compensation to a person who—

(a) acquires, continues to hold or disposes of the securities, and

(b) suffers loss in respect of the securities as a result of delay by the issuer in publishing information to which this Schedule applies.

(2) The issuer is liable only if a person discharging managerial responsibilities within the issuer acted dishonestly in delaying the publication of the information.

Meaning of dishonesty

6

For the purposes of paragraphs 3(3) and 5(2) a person's conduct is regarded as dishonest if (and only if)—

(a) it is regarded as dishonest by persons who regularly trade on the securities market in question, and

(b) the person was aware (or must be taken to have been aware) that it was so regarded.

Exclusion of certain other liabilities

7

(1) The issuer is not subject—

(a) to any liability other than that provided for by paragraph 3 in respect of loss suffered as a result of reliance by any person on—

(i) an untrue or misleading statement in published information to which this Schedule applies, or

(ii) the omission from any such published information of any matter required to be included in it;

(b) to any liability other than that provided for by paragraph 5 in respect of loss suffered as a result of delay in the publication of information to which this Schedule applies.

(2) A person other than the issuer is not subject to any liability, other than to the issuer, in respect of any such loss.

(3) This paragraph does not affect—

(a) civil liability—

(i) under section 90 (compensation for statements in listing particulars ...),

(ia) under regulation 30 of the Public Offers and Admissions to Trading Regulations 2024 (compensation for statements in prospectus etc),

(ii) under rules made by virtue of section 954 of the Companies Act 2006 (compensation),

(iii) for breach of contract,

(iv) under the Misrepresentation Act 1967, or

(v) arising from a person's having assumed responsibility, to a particular person for a particular purpose, for the accuracy or completeness of the information concerned;

(b) liability to a civil penalty; or

(4) This paragraph does not affect the powers conferred by sections 382 and 384 (powers of the court to make a restitution order and of the Authority to require restitution).

(5) References in this paragraph to liability, in relation to a person, include a reference to another person being entitled as against that person to be granted any civil remedy or to rescind or repudiate an agreement.

PART 3 — SUPPLEMENTARY PROVISIONS

Interpretation

8

(1) In this Schedule—

(a) “securities” means transferable securities as defined in Article 2(1)(24) of the markets in financial instruments regulation, other than money market instruments as defined in Article 2(1)(25A) of that regulation that have a maturity of less than 12 months (and includes instruments outside the United Kingdom);

(b) “securities market” means—

(i) a regulated market as defined in Article 2(1)(13) of the markets in financial instruments regulation, or

(ii) a multilateral trading facility as defined in Article 2(1)(14) of that regulation.

(2) References in this Schedule to the issuer of securities are—

(a) in relation to a depositary receipt, derivative instrument or other financial instrument representing securities where the issuer of the securities represented has consented to the admission of the instrument to trading as mentioned in paragraph 1(1), to the issuer of the securities represented;

(b) in any other case, to the person who issued the securities.

(3) References in this Schedule to the acquisition or disposal of securities include—

(a) acquisition or disposal of any interest in securities, or

(b) contracting to acquire or dispose of securities or of any interest in securities,

except where what is acquired or disposed of (or contracted to be acquired or disposed of) is a depositary receipt, derivative instrument or other financial instrument representing securities.

(4) References to continuing to hold securities have a corresponding meaning.

(5) For the purposes of this Schedule the following are persons “discharging managerial responsibilities” within an issuer—

(a) any director of the issuer (or person occupying the position of director, by whatever name called);

(b) in the case of an issuer whose affairs are managed by its members, any member of the issuer;

(c) in the case of an issuer that has no persons within paragraph (a) or (b), any senior executive of the issuer having responsibilities in relation to the information in question or its publication.

(6) The following definitions (which apply generally for the purposes of Part 6 of this Act) do not apply for the purposes of this Schedule:

(a) section 102A(1), (2) and (6) (meaning of “securities” and “issuer”);

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

SCHEDULE 11

The general rule

1

(1) A person offers securities to the public in the United Kingdom if—

(a) to the extent that the offer is made to persons in the United Kingdom, it is made to the public; and

(b) the offer is not an exempt offer.

(2) For this purpose, an offer which is made to any section of the public, whether selected—

(a) as members or debenture holders of a body corporate,

(b) as clients of the person making the offer, or

is to be regarded as made to the public.

Exempt offers

2

(1) For the purposes of this Schedule, an offer of securities is an “exempt offer” if, to the extent that the offer is made to persons in the United Kingdom—

(a) the condition specified in any of paragraphs 3 to 24A is satisfied in relation to the offer; or

(b) the condition specified in one relevant paragraph is satisfied in relation to part, but not the whole, of the offer and, in relation to each other part of the offer, the condition specified in a different relevant paragraph is satisfied.

(2) The relevant paragraphs are 3 to 8, 12 to 18 and 21.

Offers for business purposes

3

The securities are offered to persons—

(a) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses, or

(b) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,

or are otherwise offered to persons in the context of their trades, professions or occupations.

Offers to limited numbers

4

(1) The securities are offered to no more than fifty persons.

(2) In determining whether this condition is satisfied, the offer is to be taken together with any other offer of the same securities which was—

(a) made by the same person;

(b) open at any time within the period of 12 months ending with the date on which the offer is first made; and

(3) For the purposes of this paragraph—

(a) the making of an offer of securities to trustees or members of a partnership in their capacity as such, or

(b) the making of such an offer to any other two or more persons jointly,

is to be treated as the making of an offer to a single person.

Clubs and associations

5

The securities are offered to the members of a club or association (whether or not incorporated) and the members can reasonably be regarded as having a common interest with each other and with the club or association in the affairs of the club or association and in what is to be done with the proceeds of the offer.

Restricted circles

6

(1) The securities are offered to a restricted circle of persons whom the offeror reasonably believes to be sufficiently knowledgeable to understand the risks involved in accepting the offer.

(2) In determining whether a person is sufficiently knowledgeable to understand the risks involved in accepting an offer of securities, any information supplied by the person making the offer is to be disregarded, apart from information about—

(a) the issuer of the securities; or

(b) if the securities confer the right to acquire other securities, the issuer of those other securities.

Underwriting agreements

7

The securities are offered in connection with a genuine invitation to enter into an underwriting agreement with respect to them.

Offers to public authorities

8

(1) The securities are offered to a public authority.

(2) “Public authority” means—

(a) the government of the United Kingdom;

(b) the government of any country or territory outside the United Kingdom;

(d) any international organisation the members of which include the United Kingdom or another EEA State; and

(e) such other bodies, if any, as may be specified.

Maximum consideration

9

(1) The total consideration payable for the securities cannot exceed 40,000 euros (or an equivalent amount).

(2) In determining whether this condition is satisfied, the offer is to be taken together with any other offer of the same securities which was—

(a) made by the same person;

(b) open at any time within the period of 12 months ending with the date on which the offer is first made; and

(3) An amount (in relation to an amount denominated in euros) is an “equivalent amount” if it is an amount of equal value, calculated at the latest practicable date before (but in any event not more than 3 days before) the date on which the offer is first made, denominated wholly or partly in another currency or unit of account.

Minimum consideration

10

(1) The minimum consideration which may be paid by any person for securities acquired by him pursuant to the offer is at least 40,000 euros (or an equivalent amount).

(2) Paragraph 9(3) also applies for the purposes of this paragraph.

Securities denominated in euros

11

(1) The securities are denominated in amounts of at least 40,000 euros (or an equivalent amount).

(2) Paragraph 9(3) also applies for the purposes of this paragraph.

Takeovers

12

(1) The securities are offered in connection with a takeover offer.

(2) “Takeover offer” means—

(a) an offer to acquire shares in a body incorporated in the United Kingdom which is a takeover offer within the meaning of the takeover provisions (or would be such an offer if those provisions applied in relation to any body corporate);

(b) an offer to acquire all or substantially all of the shares, or of the shares of a particular class, in a body incorporated outside the United Kingdom; or

(c) an offer made to all the holders of shares, or of shares of a particular class, in a body corporate to acquire a specified proportion of those shares.

(3) “The takeover provisions” means—

(a) Part XIIIA of the Companies Act 1985; or

(b) in relation to Northern Ireland, Part XIVA of the Companies (Northern Ireland) Order 1986.

(4) For the purposes of sub-paragraph (2)(b), any shares which the offeror or any associate of his holds or has contracted to acquire are to be disregarded.

(5) For the purposes of sub-paragraph (2)(c), the following are not to be regarded as holders of the shares in question—

(a) the offeror;

(b) any associate of the offeror; and

(6) “Associate” has the same meaning as in—

(a) section 430E of the Companies Act 1985; or

(b) in relation to Northern Ireland, Article 423E of the Companies (Northern Ireland) Order 1986.

Mergers

13

The securities are offered in connection with a merger (within the meaning of Council Directive No. 78/855/EEC).

Free shares

14

(1) The securities are shares and are offered free of charge to any or all of the holders of shares in the issuer.

(2) “Holders of shares” means the persons who at the close of business on a date—

(a) specified in the offer, and

(b) falling within the period of 60 days ending with the date on which the offer is first made,

were holders of such shares.

Exchange of shares

15

The securities—

(a) are shares, or investments of a specified kind relating to shares, in a body corporate, and

(b) are offered in exchange for shares in the same body corporate,

and the offer cannot result in any increase in the issued share capital of the body corporate.

Qualifying persons

16

(1) The securities are issued by a body corporate and are offered—

(a) by the issuer, by a body corporate connected with the issuer or by a relevant trustee;

(b) only to qualifying persons; and

(c) on terms that a contract to acquire any such securities may be entered into only by the qualifying person to whom they were offered or, if the terms of the offer so permit, any qualifying person.

(2) A person is a “qualifying person”, in relation to an issuer, if he is a genuine employee or former employee of the issuer or of another body corporate in the same group or the wife, husband, widow, widower or child or stepchild under the age of eighteen of such an employee or former employee.

(3) In relation to an issuer of securities, “connected with” has such meaning as may be prescribed.

(4) “Group” and “relevant trustee” have such meaning as may be prescribed.

Convertible securities

17

(1) The securities result from the conversion of convertible securities and listing particulars (or a prospectus) relating to the convertible securities were (or was) published in the United Kingdom under or by virtue of Part VI or such other provisions applying in the United Kingdom as may be specified.

(2) “Convertible securities” means securities of a specified kind which can be converted into, or exchanged for, or which confer rights to acquire, other securities.

(3) “Conversion” means conversion into or exchange for, or the exercise of rights conferred by the securities to acquire, other securities.

Charities

18

The securities are issued by—

(a) a charity within the meaning of—

(i) section 96(1) of the Charities Act 1993, or

(ii) section 35 of the Charities Act (Northern Ireland) 1964,

(b) a recognised body within the meaning of section 1(7) of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990,

(i) section 5(1) of the Housing Act 1985,

(ii) section 1 of the Housing Associations Act 1985, or

(iii) Article 3 of the Housing (Northern Ireland) Order 1992,

(d) an industrial or provident society registered in accordance with—

(i) section 1(2)(b) of the Industrial and Provident Societies Act 1965, or

(ii) section 1(2)(b) of the Industrial and Provident Societies Act 1969, or

(e) a non-profit making association or body, recognised by the country or territory in which it is established, with objectives similar to those of a body falling within any of paragraphs (a) to (c),

and the proceeds of the offer will be used for the purposes of the issuer’s objectives.

Building societies etc.

19

The securities offered are shares which are issued by, or ownership of which entitles the holder to membership of or to obtain the benefit of services provided by—

(a) a building society incorporated under the law of, or of any part of, the United Kingdom;

(b) any body incorporated under the law of, or of any part of, the United Kingdom relating to industrial and provident societies or credit unions; or

Euro-securities

20

(1) The securities offered are Euro-securities and no advertisement relating to the offer is issued in the United Kingdom, or is caused to be so issued—

(a) by the issuer of the Euro-securities;

(b) by any credit institution or other financial institution through which the Euro-securities may be acquired pursuant to the offer; or

(2) But sub-paragraph (1) does not apply to an advertisement of a prescribed kind.

(3) “Euro-securities” means investments which—

(a) are to be underwritten and distributed by a syndicate at least two of the members of which have their registered offices in different countries or territories;

(b) are to be offered on a significant scale in one or more countries or territories, other than the country or territory in which the issuer has its registered office; and

(4) “Credit institution” means a credit institution as defined in Article 1(1)(a) of the banking consolidation directive.

(5) “Financial institution” means a financial institution as defined in Article 1 of the banking consolidation directive.

(6) “Underwritten” means underwritten by whatever means, including by acquisition or subscription, with a view to resale.

Same class securities

21

The securities are of the same class, and were issued at the same time, as securities in respect of which a prospectus has been published under or by virtue of—

(a) Part VI;

(b) Part III of the Companies Act 1985; or

Short date securities

22

The securities are investments of a specified kind with a maturity of less than one year from their date of issue.

Government and public securities

23

(1) The securities are investments of a specified kind creating or acknowledging indebtedness issued by or on behalf of a public authority.

(2) “Public authority” means—

(a) the government of the United Kingdom;

(b) the government of any country or territory outside the United Kingdom;

(d) any international organisation the members of which include the United Kingdom or another EEA State; and

(e) such other bodies, if any, as may be specified.

Non-transferable securities

24

The securities are not transferable.

Units in a collective investment scheme

24A

The securities are units (as defined by section 237(2)) in a collective investment scheme.

General definitions

25

For the purposes of this Schedule—

“shares” has such meaning as may be specified; and

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

SCHEDULE 11A — TRANSFERABLE SECURITIES

PART 1

1

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

2

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

3

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

4

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

5

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

6

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

PART 2

7

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

8

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

9

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

SCHEDULE 11B — CONNECTED PERSONS

PART 1 — MEANING OF “CONNECTED PERSON”

Introduction

1

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

Meaning of “connected person”

2

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

Family members

3

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

Associated bodies corporate

4

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

Control of a body corporate

5

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

Supplementary provisions

6

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

PART 2 — CONNECTED PERSONS: REFERENCES TO AN INTEREST IN SHARES OR DEBENTURES

Introduction

7

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

General provisions

8

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

Rights to acquire shares

9

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

Right to exercise or control exercise of rights

10

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

Bodies corporate

11

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

Trusts

12

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

SCHEDULE 12 — Transfer schemes: certificates

Part I — Insurance Business Transfer Schemes

1

For the purposes of section 111(2) the appropriate certificate, in relation to an insurance business transfer scheme, is a certificate under paragraph 2.

Certificates as to margin of solvency

2

(1) A certificate under this paragraph is to be given—

(a) by the relevant authority; or

(b) in a case in which there is no relevant authority, by the appropriate regulator.

(2) A certificate given under sub-paragraph (1)(a) is one certifying that, taking the proposed transfer into account—

(a) the transferee possesses, or will possess before the scheme takes effect, the necessary margin of solvency; or

(b) there is no necessary margin of solvency applicable to the transferee.

(3) A certificate under sub-paragraph (1)(b) is one certifying that the appropriate regulator has received from the authority which it considers to be the authority responsible for supervising persons who effect or carry out contracts of insurance in the place to which the business is to be transferred certification that, taking the proposed transfer into account—

(a) the transferee possesses or will possess before the scheme takes effect the margin of solvency required under the law applicable in that place; or

(b) there is no such margin of solvency applicable to the transferee .

(4) “Necessary margin of solvency” means the margin of solvency required in relation to the transferee, taking the proposed transfer into account, under the law which it is the responsibility of the relevant authority to apply.

(5) “Margin of solvency” means the excess of the value of the assets of the transferee over the amount of its liabilities.

(6) “Relevant authority” means—

(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(aa) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) if the transferee is a Swiss general insurer, the authority responsible in Switzerland for supervising persons who effect or carry out contracts of insurance;

(i) the PRA, if the transferee is a PRA-authorised person with a Part 4A permission ...;

(ii) the FCA, if the transferee is a person with a Part 4A permission ... but is not a PRA-authorised person.

(7) In sub-paragraph (6), any reference to a transferee of a particular description includes a reference to a transferee who will be of that description if the proposed scheme takes effect.

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

(8) “Swiss general insurer” means a body—

(a) whose head office is in Switzerland;

(b) which has permission to carry on regulated activities consisting of the effecting and carrying out of contracts of general insurance; and

(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Certificates as to consultation

3

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

3A

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

Certificates as to long-term business

4

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

Certificates as to general business

5

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

5A

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

Interpretation of Part I

6

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

Part II — Banking Business Transfer Schemes

7

For the purposes of section 111(2) the appropriate certificate, in relation to a banking business transfer scheme, is a certificate under paragraph 8.

Certificates as to financial resources

8

(1) A certificate under this paragraph is one given by the relevant authority and certifying that, taking the proposed transfer into account, the transferee possesses, or will possess before the scheme takes effect, adequate financial resources.

(2) “Relevant authority” means—

(a) if the transferee is a PRA-authorised person with a Part 4A permission ..., the PRA;

(aa) if the transferee is a person with Part 4A permission ... but is not a PRA-authorised person, the FCA;

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

(c) if the transferee does not fall within paragraph (a) or (aa), the authority responsible for the supervision of the transferee’s business in the place in which the transferee has its head office.

(3) In sub-paragraph (2), any reference to a transferee of a particular description of person includes a reference to a transferee who will be of that description if the proposed banking business transfer scheme takes effect.

9

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

Part 2A — Reclaim fund business transfer schemes

Certificate as to financial resources

9A

(1) For the purposes of section 111(2) the appropriate certificate, in relation to a reclaim fund business transfer scheme, is a certificate given by the relevant regulator certifying that, taking the proposed transfer into account, the transferee possesses, or will possess before the scheme takes effect, adequate financial resources.

(2) In this paragraph the “relevant regulator” means—

(a) if the transferee is a PRA-authorised person, the PRA;

(b) in any other case, the FCA.

PART 2B — Ring-fencing transfer schemes

Appropriate certificates

9B

For the purposes of section 111(2) the appropriate certificates, in relation to a ring-fencing transfer scheme, are—

(a) a certificate given by the PRA certifying its approval of the application, and

(b) a certificate under paragraph 9C.

Certificate as to financial resources

9C

(1) A certificate under this paragraph is one given by the relevant authority and certifying that, taking the proposed transfer into account, the transferee possesses, or will possess before the scheme takes effect, adequate financial resources.

(2) “Relevant authority” means—

(a) if the transferee is a PRA-authorised person with a Part 4A permission ..., the PRA;

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

(c) if the transferee does not fall within paragraph (a) ... but is subject to regulation in a country or territory outside the United Kingdom, the authority responsible for the supervision of the transferee's business in the place in which the transferee has its head office;

(d) in any other case, the FCA.

(3) In sub-paragraph (2), any reference to a transferee of a particular description includes a reference to a transferee who will be of that description if the proposed ring-fencing transfer scheme takes effect.

9D

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

Part III — Insurance business transfers effected outside the United Kingdom

10

(1) This paragraph applies to a proposal to execute under provisions corresponding to Part VII in a country or territory other than the United Kingdom an instrument transferring all the rights and obligations of the transferor under general or long-term insurance policies, or under such descriptions of such policies as may be specified in the instrument, to the transferee if the condition in sub-paragraph (4) is met in relation to it.

(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

(4) The transferor is a Swiss general insurer and the transferee is a UK authorised person as defined in section 105(8).

(5) In relation to a proposed transfer to which this paragraph applies, the regulator which supervises the transferee's margin of solvency may, if it is satisfied that the transferee possesses the necessary margin of solvency, issue a certificate to that effect.

(6) “Necessary margin of solvency” means the margin of solvency which the transferee, taking the proposed transfer into account, is required by the FCA or the PRA to maintain.

(7) “Swiss general insurer” has the same meaning as in paragraph 2.

(8) “General policy” means a policy evidencing a contract which, if it had been effected by the transferee, would have constituted the carrying on of a regulated activity consisting of the effecting of contracts of general insurance.

(9) “Long-term policy” means a policy evidencing a contract which, if it had been effected by the transferee, would have constituted the carrying on of a regulated activity consisting of the effecting of contracts of long-term insurance.

SCHEDULE 13

Part I — General

Interpretation

1

In this Schedule—

“panel of chairmen” means the panel established under paragraph 3(1);

“lay panel” means the panel established under paragraph 3(4);

“rules” means rules made by the Lord Chancellor under section 132.

Part II — The Tribunal

President

2

(1) The Lord Chancellor must appoint one of the members of the panel of chairmen to preside over the discharge of the Tribunal’s functions.

(2) The member so appointed is to be known as the President of the Financial Services and Markets Tribunal (but is referred to in this Act as “the President”).

(3) The Lord Chancellor may appoint one of the members of the panel of chairmen to be Deputy President.

(4) The Deputy President is to have such functions in relation to the Tribunal as the President may assign to him.

(5) The Lord Chancellor may not appoint a person to be the President or Deputy President unless that person—

(a) satisfies the judicial-appointment eligibility condition on a 7-year basis;

(b) is an advocate or solicitor in Scotland of at least 7 years’ standing; or

(i) a member of the Bar of Northern Ireland of at least 7 years’ standing; or

(ii) a solicitor of the Court of Judicature of Northern Ireland of at least 7 years’ standing.

(6) If the President (or Deputy President) ceases to be a member of the panel of chairmen, he also ceases to be the President (or Deputy President).

(7) The functions of the President may, if he is absent or is otherwise unable to act, be discharged—

(a) by the Deputy President; or

(b) if there is no Deputy President or he too is absent or otherwise unable to act, by a person appointed for that purpose from the panel of chairmen by the Lord Chancellor.

(8) The Lord Chancellor may appoint a person under sub-paragraph (7)(b) only after consulting the following—

(a) the Lord Chief Justice of England and Wales;

(b) the Lord President of the Court of Session;

(9) The Lord Chief Justice of England and Wales may nominate a judicial office holder (as defined in section 109(4) of the Constitutional Reform Act 2005) to exercise his functions under this paragraph.

(10) The Lord President of the Court of Session may nominate a judge of the Court of Session who is a member of the First or Second Division of the Inner House of that Court to exercise his functions under this paragraph.

(11) The Lord Chief Justice of Northern Ireland may nominate any of the following to exercise his functions under this paragraph—

(a) the holder of one of the offices listed in Schedule 1 to the Justice (Northern Ireland) Act 2002;

(b) a Lord Justice of Appeal (as defined in section 88 of that Act).

Panels

3

(1) The Lord Chancellor must appoint a panel of persons for the purposes of serving as chairmen of the Tribunal.

(2) A person is qualified for membership of the panel of chairmen if—

(a) he satisfies the judicial-appointment eligibility condition on a 5-year basis;

(b) he is an advocate or solicitor in Scotland of at least 5 years’ standing; or

(i) a member of the Bar of Northern Ireland of at least 5 years’ standing; or

(ii) a solicitor of the Court of Judicature of Northern Ireland of at least 5 years’ standing.

(3) The panel of chairmen must include at least one member who is a person of the kind mentioned in sub-paragraph (2)(b).

(4) The Lord Chancellor must also appoint a panel of persons who appear to him to be qualified by experience or otherwise to deal with matters of the kind that may be referred to the Tribunal.

Terms of office etc

4

(1) Subject to the provisions of this Schedule, each member of the panel of chairmen and the lay panel is to hold and vacate office in accordance with the terms of his appointment.

(2) The Lord Chancellor may remove a member of either panel (including the President) on the ground of incapacity or misbehaviour.

(2A) The Lord Chancellor may remove a person under sub-paragraph (2) only with the concurrence of the appropriate senior judge.

(2B) The appropriate senior judge is the Lord Chief Justice of England and Wales, unless—

(a) the person to be removed exercises functions wholly or mainly in Scotland, in which case it is the Lord President of the Court of Session, or

(b) the person to be removed exercises functions wholly or mainly in Northern Ireland, in which case it is the Lord Chief Justice of Northern Ireland.

(3) A member of either panel—

(a) may at any time resign office by notice in writing to the Lord Chancellor;

(b) is eligible for re-appointment if he ceases to hold office.

Remuneration and expenses

5

The Lord Chancellor may pay to any person, in respect of his service—

(a) as a member of the Tribunal (including service as the President or Deputy President), or

(b) as a person appointed under paragraph 7(4),

such remuneration and allowances as he may determine.

Staff

6

(1) The Lord Chancellor may appoint such staff for the Tribunal as he may determine.

(2) The remuneration of the Tribunal’s staff is to be defrayed by the Lord Chancellor.

(3) Such expenses of the Tribunal as the Lord Chancellor may determine are to be defrayed by the Lord Chancellor.

Part III — Constitution of Tribunal

7

(1) On a reference to the Tribunal, the persons to act as members of the Tribunal for the purposes of the reference are to be selected from the panel of chairmen or the lay panel in accordance with arrangements made by the President for the purposes of this paragraph (“the standing arrangements”).

(2) The standing arrangements must provide for at least one member to be selected from the panel of chairmen.

(3) If while a reference is being dealt with, a person serving as member of the Tribunal in respect of the reference becomes unable to act, the reference may be dealt with by—

(a) the other members selected in respect of that reference; or

(b) if it is being dealt with by a single member, such other member of the panel of chairmen as may be selected in accordance with the standing arrangements for the purposes of the reference.

(4) If it appears to the Tribunal that a matter before it involves a question of fact of special difficulty, it may appoint one or more experts to provide assistance.

Part IV — Tribunal Procedure

8

For the purpose of dealing with references, or any matter preliminary or incidental to a reference, the Tribunal must sit at such times and in such place or places as the Lord Chancellor may direct , after consulting the President of the Financial Services and Markets Tribunal,.

9

Rules made by the Lord Chancellor under section 132 may, in particular, include provision—

(a) as to the manner in which references are to be instituted;

(b) for the holding of hearings in private in such circumstances as may be specified in the rules;

(d) for a member of the panel of chairmen to hear and determine interlocutory matters arising on a reference;

(e) for the suspension of decisions of the Authority which have taken effect;

(f) as to the withdrawal of references;

(g) as to the registration, publication and proof of decisions and orders.

Practice directions

10

The President of the Tribunal may give directions as to the practice and procedure to be followed by the Tribunal in relation to references to it.

Evidence

11

(1) The Tribunal may by summons require any person to attend, at such time and place as is specified in the summons, to give evidence or to produce any document in his custody or under his control which the Tribunal considers it necessary to examine.

(2) The Tribunal may—

(a) take evidence on oath and for that purpose administer oaths; or

(b) instead of administering an oath, require the person examined to make and subscribe a declaration of the truth of the matters in respect of which he is examined.

(3) A person who without reasonable excuse—

(a) refuses or fails—

(i) to attend following the issue of a summons by the Tribunal, or

(ii) to give evidence, or

(b) alters, suppresses, conceals or destroys, or refuses to produce a document which he may be required to produce for the purposes of proceedings before the Tribunal,

is guilty of an offence.

(4) A person guilty of an offence under sub-paragraph (3)(a) is liable on summary conviction to a fine not exceeding the statutory maximum.

(5) A person guilty of an offence under sub-paragraph (3)(b) is liable—

(a) on summary conviction, to a fine not exceeding the statutory maximum;

(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine or both.

Decisions of Tribunal

12

(1) A decision of the Tribunal may be taken by a majority.

(2) The decision must—

(a) state whether it was unanimous or taken by a majority;

(b) be recorded in a document which—

(i) contains a statement of the reasons for the decision; and

(ii) is signed and dated by the member of the panel of chairmen dealing with the reference.

(3) The Tribunal must—

(a) inform each party of its decision; and

(b) as soon as reasonably practicable, send to each party and, if different, to any authorised person concerned, a copy of the document mentioned in sub-paragraph (2).

(4) The Tribunal must send the Treasury a copy of its decision.

Costs

13

(1) If the Tribunal considers that a party to any proceedings on a reference has acted vexatiously, frivolously or unreasonably it may order that party to pay to another party to the proceedings the whole or part of the costs or expenses incurred by the other party in connection with the proceedings.

(2) If, in any proceedings on a reference, the Tribunal considers that a decision of the Authority which is the subject of the reference was unreasonable it may order the Authority to pay to another party to the proceedings the whole or part of the costs or expenses incurred by the other party in connection with the proceedings.

SCHEDULE 14 — Role of the Competition Commission

Provision of information by Treasury

1

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

Consideration of matters arising on a report

2

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

Investigations under section 162: application of Enterprise Act 2002

2A

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

Section 162: modification of Schedule 7 to the Competition Act 1998

2B

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

Reports under section 162: further provision

2C

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

Applied provisions

3

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

Publication of reports

4

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

SCHEDULE 15 — Information and Investigations: Connected Persons

Part I — Rules for Specific Bodies

Corporate bodies

1

If the authorised person (“BC”) is a body corporate, a person who is or has been—

(a) an officer or manager of BC or of a parent undertaking of BC;

(b) an employee of BC;

Partnerships

2

If the authorised person (“PP”) is a partnership, a person who is or has been a member, manager, employee or agent of PP.

Unincorporated associations

3

If the authorised person (“UA”) is an unincorporated association of persons which is neither a partnership nor an unincorporated friendly society, a person who is or has been an officer, manager, employee or agent of UA.

Friendly societies

4

(1) If the authorised person (“FS”) is a friendly society, a person who is or has been an officer, manager or employee of FS.

(2) In relation to FS, “officer” and “manager” have the same meaning as in section 119(1) of the Friendly Societies Act 1992.

Building societies

5

(1) If the authorised person (“BS”) is a building society, a person who is or has been an officer or employee of BS.

(2) In relation to BS, “officer” has the same meaning as it has in section 119(1) of the Building Societies Act 1986.

Individuals

6

If the authorised person (“IP”) is an individual, a person who is or has been an employee or agent of IP.

Application to sections 171 and 172

7

For the purposes of sections 171 and 172, if the person under investigation is not an authorised person the references in this Part of this Schedule to an authorised person are to be taken to be references to the person under investigation.

Part II — Additional Rules

8

A person who is, or at the relevant time was, the partner, manager, employee, agent, appointed representative, banker, auditor, actuary or solicitor of—

(a) the person under investigation (“A”);

(b) a parent undertaking of A;

(d) a subsidiary undertaking of a parent undertaking of A; or

(e) a parent undertaking of a subsidiary undertaking of A.

SCHEDULE 16 — Prohibitions and Restrictions imposed by OFFICE OF FAIR TRADING

Preliminary

1

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

Notice of prohibition or restriction

2

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

Application to revoke prohibition or restriction

3

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

Representations to Office of Fair TradingOFT

4

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

Appeals

5

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

SCHEDULE 17 — The Ombudsman Scheme

Part I — General

Interpretation

1

In this Schedule—

“ombudsman” means a person who is a member of the panel; and

“the panel” means the panel established under paragraph 4.

Part II — The Scheme Operator

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