The Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025

Schedule 1 Modifications of legislation

Regulation 12 Part 1 Financial Services and Markets Act 2000 1 This Part sets out modifications of FSMA 2000. The provisions specified in the first column are modified as provided for in the corresponding entry in the second column. Provision | Modification Section 39 (exemption of appointed representatives) | Treat the list in subsection (4) as including a reference to a provision contained in or made under these Regulations. Section 66A ( misconduct: action by the FCA) | Treat the reference in subsection (4) to a “relevant requirement” as including a requirement that is imposed by or under these Regulations. Section 102B (meaning of “offer of transferable securities to the public” etc.) | Treat the list in subsection (5) as including a reference to a communication in connection with trading on a PISCES. Section 137S (financial promotion rules: directions given by FCA) | Treat the reference to “financial promotion rules” in subsection (1)(b) as including rules made by the FCA under regulation 14(1), which make the kind of provision relating to the trading, promotion or distribution of PISCES shares mentioned in paragraph (4)(d) of that regulation. Section 137T (general supplementary powers) | Treat the reference to “authorised persons” as including a PISCES operator and a relevant PISCES person. Section 138I (consultation by the FCA) | Treat this section as disapplied. Section 138IA (FCA Cost Benefit Analysis Panel) | Treat this section as disapplied. Section 138IB (statement of policy in relation to cost benefit analyses) | Treat this section as disapplied. Section 138K (consultation: mutual societies) | Treat this section as disapplied. Section 138L (consultation: general exemptions) | Treat this section as disapplied. Section 139A (power of the FCA to give guidance) | Treat subsections (3) and (5) as disapplied. Section 165 (regulators power to require information: authorised persons etc) | Treat subsection (4) as including information and documents reasonably required by the FCA in exercising functions conferred by or under these Regulations. Treat the persons on whom requirements may be placed by the FCA in subsection (7) as including a relevant PISCES person. Section 166 (reports by skilled persons) | Treat the reference to “either regulator” in subsection (1) as a reference to the FCA. Treat the reference to “authorised person” in subsection (2)(a) as including a relevant PISCES person. Section 166A (appointment of skilled person to collect and update information) | Treat the reference to “either regulator” in subsection (1) as a reference to the FCA. Treat the references to “authorised person” in subsections (1) to (4) and (7) to (9) as including a relevant PISCES person. Section 167 (appointment of persons to carry out general investigations) | Treat the references to “authorised person” in subsections (1A) and (4A) as including a relevant PISCES person. Treat subsection (5A) as meaning that the FCA is the investigating authority for the purposes of this section. Section 168 (appointment of persons to carry out investigations in particular cases) | Treat subsection (4) as including circumstances suggesting that a PISCES operator or a relevant PISCES person may have failed to comply with a requirement imposed by or under these Regulations. Treat subsection (6) as meaning that the FCA is the investigating authority for the purposes of this section. Section 171 (powers of persons appointed under section 167) | Treat subsection (1A) as including a PISCES operator or a relevant PISCES person. Section 176 (entry of premises under warrant) | Treat subsection (3A) as including a reference to a PISCES operator and a relevant PISCES person. Section 204A (meaning of “relevant requirement” and “appropriate regulator”) | Treat the list in subsection (2) as including a requirement imposed by or under these Regulations. Treat subsections (3) to (6) as meaning the FCA is the appropriate regulator. Section 205 (public censure) | Treat the reference to “authorised person” in subsection (1) as including a relevant PISCES person. Section 206 (financial penalties) | Treat the reference to “authorised person” in subsection (1) as including a relevant PISCES person. Section 207 (proposal to take disciplinary measures) | Treat the references to “authorised person” as including a relevant PISCES person. Section 208 (decision notice) | Treat the references to “authorised person” in subsections (1) and (4) as including a relevant PISCES person. Section 209 (publication) | Treat the reference to “authorised person” as including a relevant PISCES person. Section 211 (statements of policy: procedure) | Treat this section as disapplied. Section 285 (exemption for recognised bodies etc.) | Treat the reference in subsection (2)(a) to “the exchange’s business as an investment exchange” as including its business as a PISCES operator with an approval under regulation 10. Section 291 (liability in relation to recognised body’s regulatory functions) | In subsection (3), treat the reference to “this Act” as including these Regulations. Section 296 (appropriate regulator’s power to give directions) | Treat subsection (1) as modified so that paragraph (b) includes a reference to any obligation that is imposed on the recognised body by or under these Regulations. Section 300B (duty to notify proposal to make regulatory provision) | Treat this section as disapplied. Section 300C (restriction on making provision before appropriate regulator decides whether to act) | Treat this section as disapplied. Section 300D (consideration by appropriate regulator whether to disallow proposed provision) | Treat this section as disapplied. Section 312E (public censure) | Treat the reference in subsection (2) to a “relevant requirement” for the purposes of Chapter 3B as including a requirement that is imposed by or under these Regulations. Section 313A (FCA’s power to require suspension or removal of financial instruments from trading) | Treat the reference to “trading” in subsection (1)(b) as including trading on a PISCES. Section 313D (interpretation of Part 18A) | Treat the references to “institution” in subsection (1)(b) as including an authorised person which is an exempt investment firm as defined in regulation 8 of the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 (meaning of “exempt investment firm” in Chapter 1). Section 380 (injunctions) | Treat the list in subsection (6)(a) as including requirements imposed by or under these Regulations. Section 382 (restitution orders) | In subsection (9), treat the references to “this Act” in paragraphs (a) and (b) as including a reference to these Regulations. Section 384 (power of FCA or PRA to require restitution) | Treat this section as disapplied. Section 396 (statements under section 365: consultation) | Treat this section as disapplied. Section 398 (misleading FCA or PRA: residual cases) | Treat subsection (1A) as including a reference to these Regulations. Section 415A (powers under the Act) | Treat references to “this Act” as meaning that any powers which the FCA has under any provision of these Regulations does not limit its powers under any provision of FSMA 2000, or under any other provision of these Regulations. Section 417 (definitions) | Treat the definition of “rule” in subsection (1) as including rules made under these Regulations. Paragraph 20 of Schedule 1ZA (the Financial Conduct Authority: penalties and fees) | Treat the reference to the FCA’s enforcement powers in sub-paragraph (4) as including its powers under regulations 11(1)(b) and 16(2)(b) of these Regulations. Part 2 Companies Act 2006 2 This Part sets out modifications of the Companies Act 2006. The provisions specified in the first column are modified as provided for in the corresponding entry in the second column. Provision | Modification Section 756 (meaning of “offer to the public”) | Treat the references in subsection (3) to offers which are not to be regarded as offers to the public as including an offer made on the basis that any resulting trade in the securities of the company will be undertaken only on a PISCES for which an operator has an approval in force under regulation 10. Part 22 (information about interests in a company’s shares): sections 791 to 828 | Treat the references to “public companies” in this Part as including companies with voting shares traded on a PISCES for which an operator has an approval in force under regulation 10. Sections 803 to 807 (power of members to require company to act) | Treat these sections as disapplied. Section 819 (register of interests disclosed: duty of company ceasing to be public company) | Treat the reference in subsection (1) to a company ceasing to be a public company as a reference to a company ceasing to have voting shares traded on a PISCES for which an operator has an approval in force under regulation 10. Part 3 The Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges, Clearing Houses and Central Securities Depositories) Regulations 2001 3 This Part sets out modifications of Part 1 (recognition requirements for investment exchanges) of the Schedule to the Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges, Clearing Houses and Central Securities Depositories) Regulations 2001. The provisions specified in the first column are modified as provided for in the corresponding entry in the second column. Provision | Modifications Paragraph 3E (fee structures) | Treat this paragraph as disapplied. Paragraph 3H (synchronisation of business clocks) | Treat this paragraph as disapplied. Paragraph 9ZD (multilateral systems) | Treat this paragraph as including a PISCES as one of the multilateral systems which an exchange is allowed to operate. Paragraph 9A (operation of a multilateral trading facility or an organised trading facility) | Treat sub-paragraph (1) as requiring an exchange operating a PISCES also to operate a regulated market. Part 4 The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 4 This Part sets out modifications to the FPO. The provisions specified in the first column are modified as provided for in the corresponding entry in the second column. Provision | Modification Article 60 (participation in employee share schemes) | For the purposes of regulation 5(3)(g), treat references to “C” as references to the PISCES company concerned, and treat references to “investments issued by C” as PISCES shares in that PISCES company. New article 67A | Treat Part VI as including a new article 67A as follows, where the references to “PISCES”, “PISCES disclosure arrangements” and “PISCES shares” have the meanings given in regulation 2, and “FCA rules” means rules made by the FCA under regulation 14(1)— Promotions in connection with a PISCES 67A (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) relates to PISCES shares and no other kind of investment, (c) is communicated for the purposes of or in connection with the trading of such shares on a PISCES, and (d) satisfies one or more of the conditions in paragraph (2). (2) The conditions are that the communication— (a) is communicated through PISCES disclosure arrangements; (b) relates only to one or more of the following— (i) the eligibility of the persons to whom the communication is made or directed to participate in a PISCES; (ii) the number of PISCES shares available to be traded; (iii) the dates on which trading on the PISCES will take place; (iv) information regarding access to the PISCES disclosure arrangements; (v) details of any restrictions on eligibility to access the trading event; (c) is required by FCA rules. Part 5 Regulation (EU) No600/2014 5 This Part sets out modifications of Regulation (EU) No600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No648/2012. The provisions specified in the first column are modified as provided for in the corresponding entry in the second column. Provision | Modification Article 2(1)(14) (definitions) | Treat the definition of “multilateral trading facility” or “MTF” as excluding a PISCES for which an operator has an approval in force under regulation 10. Article 2(1)(14A) (definitions) | Treat the definition of “UK multilateral trading facility” or “UK MTF” as excluding a PISCES for which an operator has an approval in force under regulation 10. Article 23 (investment firms operating internal matching systems) | Treat the reference to “permission to operate a multilateral trading facility under Part 4A of FSMA” as including an approval to operate a PISCES under regulation 10. Part 6 The Public Offers and Admissions to Trading Regulations 2024 6 This Part sets out modifications to the Public Offers and Admissions to Trading Regulations 2024. The provision specified in the first column is modified as provided for in the corresponding entry in the second column. Provision | Modification Regulation 7 (“offer of relevant securities to the public”) | Treat the list in paragraph (5) as including a reference to a communication in connection with trading on a PISCES. Part 7 Commission Delegated Regulation (EU) 2017/565 7 This Part sets out modifications of Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive. The provision specified in the first column is modified as provided for in the corresponding entry in the second column. Provision | Modification Article A1 (application) | Treat paragraph 2(b) as disapplied.