Law

Financial Services and Markets Act 2000

United Kingdom · statute

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In force since 2026-07-15, as the publisher states.

Copy read on 2026-11-08. The page it was read from

Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.

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Contents: 1,176 provisions

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1,176 provisions

116 Effect of insurance business transfers authorised in other EEA States.

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117 Power to modify this Part.

The Treasury may by regulations— (a) provide for prescribed provisions of this Part to have effect in relation to prescribed cases with such modifications as may be prescribed; (b) make such amendments to any provision of this Part as they consider appropriate for the more effective operation of that or any other provision of this Part.

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117A Pension schemes to which this Part applies

(1) This Part applies to a pension scheme— (a) that is FCA-regulated, and (b) in relation to which any of the following conditions is met. (2) The conditions are— (a) that the scheme is an auto-enrolment scheme; (b) that the scheme is a workplace personal pension scheme that is not an auto-enrolment scheme; (c) that the scheme is a pension scheme of a prescribed description. (3) For the purposes of subsection (2)(a) and (b) a pension scheme is an “auto-enrolment scheme” if any individual is or at any time was an active member of the scheme in consequence of arrangements under section 3(2), 5(2) or 7(3) of the Pensions Act 2008 or section 3(2), 5(2) or 7(3) of the Pensions (No. 2) Act (Northern Ireland) 2008 (c. 13 (N.I.)) (arrangements for jobholder to become active member of automatic enrolment scheme). (4) In subsection (3) “active member” means an active member within the meaning of Part 1 of the Pensions Act 2008 (see section 99 of that Act) or Part 1 of the Pensions (No. 2) Act (Northern Ireland) 2008 (c. 13 (N.I.)) (see section 78 of that Act). (5) For the purposes of subsection (2)(b) a pension scheme is a “workplace personal pension scheme” if— (a) the scheme is a personal pension scheme, (b) direct payment arrangements exist, or have at any time existed, in relation to the scheme, and (c) contributions have been paid under the arrangements in respect of, or on behalf of, two or more employees. (6) In subsection (5) “direct payment arrangements” means direct payment arrangements within the meaning of section 111A of the Pension Schemes Act 1993 or section 107A of the Pension Schemes (Northern Ireland) Act 1993.

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117B Unilateral changes

(1) The provider of a pension scheme to which this Part applies may— (a) amend the terms of the scheme as regards a description of pension pot held by the scheme, (b) change the investments comprised in a description of pension pot held by the scheme, (c) transfer a description of pension pot held by the scheme to a different pension scheme operated by the same provider, or (d) transfer a description of pension pot held by the scheme to a pension scheme operated by a different provider. (2) A change or transfer within subsection (1)(b) to (d) may be effected notwithstanding that it breaches a term of the pension scheme (such as a requirement for consent); and any such breach is to be disregarded for all purposes. (3) Subsection (1) is subject to— (a) subsection (5), sections 117D to 117F and any regulations under section 117H(1)(c), and (b) any other provision of legislation (including any rule) which restricts or otherwise affects the provider’s power to do anything within subsection (1). (4) In subsection (1)(c) and (d), a reference to a pension scheme to which a description of pension pot may be transferred includes a pension scheme to which this Part does not apply. (5) A transfer to a pension scheme operated by a different provider may not be effected under subsection (1)(d) without the consent of that provider. (6) A reference in this Part to the terms of a pension scheme is to the terms of any instrument or agreement— (a) in which the scheme is comprised, or (b) to which the provider of the scheme and any member are parties in connection with the scheme. (7) In this Part, “unilateral change” means an amendment, change or transfer within any of paragraphs (a) to (d) of subsection (1).

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117C Effect of transfer of pension pot on membership of scheme etc

(1) This section applies where a pension pot is transferred under section 117B(1)(c) or (d) to a different pension scheme (“the receiving scheme”). (2) The individual— (a) becomes a member of the receiving scheme in relation to the pot, and (b) in a case in which there is more than one arrangement under the receiving scheme, becomes, in relation to the pot, a member of the arrangement specified in the unilateral change notice under section 117F(3)(b), and acquires the rights, and becomes subject to the obligations, of membership. (3) Where being a member of the receiving scheme in relation to the pot, or of the arrangement under the receiving scheme under which the pot is to be held, entails being a party to a contract with the provider of the receiving scheme, a contract is treated as entered into between the individual and the provider— (a) at the time at which the pension pot is transferred to the receiving scheme, and (b) on the terms communicated to the individual in the unilateral change notice under section 117F(3)(c).

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117D Best interests test

(1) The provider of a pension scheme to which this Part applies may effect a unilateral change under section 117B(1) only if— (a) the provider concludes, before doing so, that the best interests test is met in relation to the unilateral change, and (b) it is reasonable for the provider to have reached that conclusion at that time. (2) “The best interests test”, in relation to a unilateral change, is that it is reasonably likely that effecting it will achieve— (a) a better outcome for the directly affected members of the scheme (taken as a whole), and (b) no worse an outcome for the other members of the scheme (taken as a whole), than the relevant alternative action or, where there is more than one alternative action, each of them. (3) For the purposes of this Part, the members of a pension scheme who are “directly affected” by a unilateral change are the members for whom the scheme holds pension pots of the description in question. (4) The following are “relevant alternative actions” for the purposes of subsection (2) in relation to a unilateral change— (a) not effecting the unilateral change, and (b) where the unilateral change is an internal change, each other internal change that could be made in accordance with this Part in relation to pension pots of the description in question. (5) In subsection (4) “internal change” means a unilateral change that results in a description of pension pot held by the scheme being held— (a) subject to a different arrangement under the same scheme, or (b) subject to a particular arrangement under a different pension scheme operated by the same provider (including where there is only one arrangement under that scheme). (6) The FCA must make general rules specifying considerations or information that must be taken into account in determining whether the best interests test is met.

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117E Certification by independent person

(1) The provider of a pension scheme to which this Part applies may effect a unilateral change under section 117B(1) only if, before effecting it— (a) the provider has appointed a person to review the proposed unilateral change, and (b) the person appointed has given the provider a certificate under this section in relation to the proposed unilateral change. (2) The person appointed must— (a) be independent of the provider, and (b) have such expertise as is specified in general rules made by the FCA. (3) The certificate must certify that, in the opinion of the independent person— (a) the pension scheme is a pension scheme to which this Part applies, (b) the proposed unilateral change is within section 117B(1)(a) to (d), (c) section 117B(1) is not disapplied in relation to the proposed unilateral change by regulations under section 117H(1)(a), (d) any conditions prescribed under section 117H(1)(c) are met, (e) the best interests test is met in relation to the proposed unilateral change, and (f) the provider has complied with such other requirements as may be specified in general rules made by the FCA. (4) The FCA must make general rules about appointments and certification under this section, including provision— (a) for determining for the purposes of this section whether a person is independent of the provider of a pension scheme; (b) specifying terms on which an appointment under this section must be made; (c) about the form of a certificate and when it must be given. (5) In this Part “the independent person”, in relation to a proposed unilateral change, means the person appointed under subsection (1)(a) to review it.

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117F Unilateral change notice

(1) The provider of a pension scheme to which this Part applies may effect a unilateral change under section 117B(1) only after— (a) the provider has sent a unilateral change notice to each of the required recipients, and (b) the required notice period has expired. (2) “A unilateral change notice” means a notice that includes such information relating to the unilateral change as is specified in general rules made by the FCA. (3) General rules made pursuant to subsection (2) must, in the case of a unilateral change under section 117B(1)(c) or (d), require the unilateral change notice to— (a) specify the pension scheme (“the receiving scheme”) to which it is proposed the pensions pots in question are to be transferred, (b) specify, in a case in which there is more than one arrangement under the receiving scheme, the arrangement subject to which it is proposed the pots be held after the transfer, and (c) where membership of the receiving scheme, or of an arrangement specified under paragraph (b), entails being a party to a contract with the provider of the receiving scheme, set out, or otherwise communicate, the terms of such a contract. (4) “The required recipients” means— (a) the members of the scheme directly affected by the change, and (b) such other persons as may be specified in general rules made by the FCA. (5) A unilateral change notice must be in such form, and be sent by such means, as is specified in general rules made by the FCA. (6) In subsection (1) “the required notice period” means such period as is specified in general rules made by the FCA.

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117G Further duties to make FCA general rules

(1) The FCA must make general rules— (a) about the fees that may or may not be charged by the provider of a pension scheme in relation to unilateral changes effected under section 117B(1); (b) imposing requirements on the provider of a pension scheme who proposes to effect, or effects, a unilateral change under section 117B(1) to provide information to the independent person; (c) imposing requirements on the provider of a pension scheme who proposes to effect, or effects, a unilateral change under section 117B(1), as to the records they must keep and retain for the purposes of this Part. (2) The rules made by virtue of subsection (1) must apply in relation to pension schemes established before, as well as those established after, those rules (or this section) came into force.

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117H Treasury regulations

(1) The Treasury may by regulations— (a) provide that section 117B(1) does not apply in relation to unilateral changes of a description specified in the regulations; (b) amend section 117D (best interests test); (c) prescribe further conditions (in addition to those in sections 117D to 117F) that must be met in relation to a unilateral change for it to be permitted under section 117B(1); (d) require the FCA to make general rules in compliance with section 117E(4)(b) that require the inclusion, in the terms of an appointment under that section, of a term providing that members of the pension scheme may in their own right enforce the terms of appointment under section 1 of the Contracts (Rights of Third Parties) Act 1999; (e) disapply any legislation, or require the FCA to disapply any general rule, so far as it restricts or otherwise affects the power in section 117B(1); (f) make provision consequential on this Part. (2) The Treasury must by regulations require the FCA to include provision of a description specified in the regulations in general rules made in compliance with section 117E(4)(a) (how to determine whether a person is independent), alongside any other provision included in such general rules. (3) Regulations under subsection (2) must in particular require the FCA to include in such general rules provision designed to ensure that the independent person does not have a conflict of interest. (4) The power to make regulations under subsection (1) is capable of being exercised so as to amend or repeal any provision of primary legislation.

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117I Interpretation of Part

(1) In this Part— “the best interests test” has the meaning given by section 117D(2); “directly affected”, in relation to a unilateral change, has the meaning given by section 117D(3); “FCA-regulated”, in relation to a pension scheme, has the meaning given by subsection (2); “the independent person”, in relation to a proposed unilateral change, has the meaning given by section 117E(5); “money purchase benefits” means money purchase benefits within the meaning of the Pension Schemes Act 1993 (see section 181(1) of that Act) or the Pension Schemes (Northern Ireland) Act 1993 (see section 176(1) of that Act); “pension pot” has the meaning given by subsection (3); “pension scheme” has the meaning given by section 1(5) of the Pension Schemes Act 1993; “personal pension scheme” means a personal pension scheme within the meaning of the Pension Schemes Act 1993 (see section 1(1) of that Act) or the Pension Schemes (Northern Ireland) Act 1993 (see section 1(1) of that Act); “provider”— in relation to an FCA-regulated pension scheme, means the person referred to in subsection (2)(b); in relation to any other pension scheme, means the trustees or managers of the scheme; “terms” , in relation to a pension scheme, has the meaning given by section 117B(6); “transfer”, in relation to a pension pot, includes a transfer of an amount representing its value; “trustees or managers”, in relation to a pension scheme, means— in the case of a scheme established under a trust, the trustees of the scheme, and in any other case, the persons responsible for the management of the scheme; “unilateral change” has the meaning given by section 117B(7); “unilateral change notice” has the meaning given by section 117F(2). (2) A pension scheme is “FCA-regulated” if the operation of the scheme— (a) is a regulated activity, and (b) is carried on in the United Kingdom by an authorised person. (3) “Pension pot” means sums or assets held for the purpose of providing money purchase benefits to or in respect of a member of a pension scheme; and— (a) a reference to the pension scheme that holds a pension pot is to that pension scheme; (b) a reference to the individual for whom a pension pot is held is to that member.

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118 Market abuse.

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118A Supplementary provision about certain behaviour

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118B Insiders

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118C Inside information

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119 The code.

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120 Provisions included in the FCA's code by reference to the City Code.

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121 Codes: procedure.

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122 Effect of the code.

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122A Power to require information from issuers

(1) The FCA may require an issuer, a person discharging managerial responsibilities or a person closely associated with a person discharging managerial responsibilities to provide— (a) any information the FCA reasonably requires for the purpose of protecting— (i) the interests of users of financial markets and exchanges in the United Kingdom; or (ii) the orderly operation of financial markets and exchanges in the United Kingdom; or (b) any information or explanation the FCA reasonably requires to verify whether Article 17 (public disclosure of inside information) or Article 19 (managers’ transactions) of the market abuse regulation is being, or has been, complied with. (2) Information required under this section must be provided— (a) before the end of such reasonable period as may be specified by the FCA; and (b) at such place as may be specified by the FCA. (3) The FCA may require any information provided under this section to be provided in such form as it may reasonably require. (4) The FCA may require any information provided, whether in a document or otherwise, to be verified in such manner as it may reasonably require. (5) In this section— “person closely associated” has the meaning given in Article 3.1(26) of the market abuse regulation (see section 131AC (meaning of “persons closely associated” in the market abuse regulation)); and “person discharging managerial responsibilities” has the meaning given in Article 3.1(25) of the market abuse regulation. (6) For the meaning of “issuer” in this Part, see section 131AB.

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122B General power to require information

(1) The FCA may, by notice in writing, require a person— (a) to provide specified information or information of a specified description; or (b) to produce specified documents or documents of a specified description. (2) This section applies only to information and documents that the FCA reasonably requires for the purpose of the exercise by it of functions under the market abuse regulation or under supplementary market abuse legislation. (3) Information or documents required under this section must be provided or produced— (a) before the end of such reasonable period as may be specified; and (b) at such place as may be specified. (4) The FCA may require any information provided under this section to be provided in such form as it may reasonably require. (5) The FCA may require— (a) any information provided, whether in a document or otherwise, to be verified in such manner as it may reasonably require; or (b) any document produced to be authenticated in such manner as it may reasonably require. (6) The FCA may exercise its powers under this section at the request of an overseas regulator where the regulator makes the request in the exercise of its relevant functions. (6A) In subsection (6)— “overseas regulator” means— the competent authority of an EEA State for the purposes of the market abuse regulation, as that regulation has effect in the European Union (the “EU version of the market abuse regulation”); or an authority of any other country or territory outside the United Kingdom which exercises functions corresponding to those of a competent authority under the EU version of the market abuse regulation; “relevant functions” means— in relation to the competent authority of an EEA State, its functions under— the EU version of the market abuse regulation; or a directly applicable EU regulation made under the EU version of the market abuse regulation; in relation to an authority of any other country or territory outside the United Kingdom, its functions corresponding to the functions referred to in paragraph (a); (8) In this section “specified” means specified in the notice.

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122C Power to require information: supplementary

(1) If a document is produced in response to a requirement imposed under section 122B, the FCA may— (a) take copies of, or extracts from, the document; or (b) require the person producing the document, or any relevant person, to provide an explanation of the document. (2) In subsection (1)(b) “relevant person”, in relation to a person who is required to produce a document, means a person who— (a) has been, is, or is proposed to be, a director or controller of that person; (b) has been or is an auditor of that person; (c) has been or is an actuary, accountant or lawyer appointed or instructed by that person; or (d) has been or is an employee of that person. (3) If a person who is required under section 122B to produce a document fails to do so, the FCA may require the person to state, to the best of the person’s knowledge and belief, where the document is. (4) A lawyer may be required under section 122B to provide the name and address of the lawyer’s client. (5) A person (“P”) may not be required under section 122A or 122B to disclose information or produce a document in respect of which P owes an obligation of confidence by virtue of carrying on the business of banking unless condition A, B or C is met. (6) Condition A is met if the FCA suspects that P or a member of P’s group— (a) has contravened Article 14 (prohibition of insider dealing and of unlawful disclosure of inside information) or Article 15 (prohibition of market manipulation) of the market abuse regulation; or (b) has contravened, or been knowingly concerned in the contravention of— (i) a provision of the market abuse regulation other than Article 14 or 15 of that regulation; or (ii) a provision of a supplementary EU regulation. (7) Condition B is met if the FCA suspects that the person to whom the obligation of confidence is owed or a member of that person’s group— (a) has contravened Article 14 or Article 15 of the market abuse regulation; or (b) has contravened, or been knowingly concerned in the contravention of— (i) a provision of the market abuse regulation other than Article 14 or 15 of that regulation; or (ii) a provision of a supplementary EU regulation. (8) Condition C is met if the person to whom the obligation of confidence is owed consents to the disclosure or production. (9) If a person claims a lien on a document, its production under section 122B does not affect the lien.

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122D Entry of premises under warrant

(1) A justice of the peace may issue a warrant under this section if satisfied on information on oath given by or on behalf of the FCA that there are reasonable grounds for believing that the conditions in subsection (2) are met. (2) The conditions are— (a) that a person on whom a requirement has been imposed under section 122B or 122C has failed (wholly or in part) to comply with it; and (b) that on the premises specified in the warrant— (i) there are documents which have been required; or (ii) there is information which has been required. (3) A warrant under this section shall authorise a constable— (a) to enter the premises specified in the warrant; (b) to search the premises and take possession of any documents or information appearing to be documents or information of a kind in respect of which a warrant under this section was issued (“the relevant kind”) or to take, in relation to any such documents or information, any other steps which may appear to be necessary for preserving them or preventing interference with them; (c) to take copies of, or extracts from, any documents or information appearing to be of the relevant kind; (d) to require any person on the premises to provide an explanation of any document or information appearing to be of the relevant kind or to state where it may be found; and (e) to use such force as may be reasonably necessary. (4) A warrant under this section may be executed by any constable. (5) The warrant may authorise persons to accompany any constable who is executing it. (6) The powers in subsection (3) may be exercised by a person authorised by the warrant to accompany a constable; but that person may exercise those powers only in the company of, and under the supervision of, a constable. (7) In England and Wales, sections 15(5) to (8) and 16(3) to (12) of the Police and Criminal Evidence Act 1984 (execution of search warrants and safeguards) apply to warrants issued under this section. (8) In Northern Ireland, Articles 17(5) to (8) and 18(3) to (12) of the Police and Criminal Evidence (Northern Ireland) Order 1989 (S.I. 1989/1341 (N.I. 12)) apply to warrants issued under this section. (9) In the application of this section to Scotland— (a) for the reference to a justice of the peace substitute a reference to a justice of the peace or a sheriff; and (b) for the references to information on oath substitute references to evidence on oath. (10) The FCA may give information under subsection (1) or under section 176(1) at the request of an overseas regulator where the regulator makes the request in the exercise of its relevant functions. (10A) In subsection (10), “overseas regulator” and “relevant functions” have the meaning given in section 122B(6A). (11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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122E Retention of documents taken under section 122D

(1) Any document of which possession is taken under section 122D (“a seized document”) may be retained so long as it is necessary to retain it (rather than copies of it) in the circumstances. (2) A person claiming to be the owner of a seized document may apply to a magistrates’ court or (in Scotland) the sheriff for an order for the delivery of the document to the person appearing to the court or sheriff to be the owner. (3) If, on an application under subsection (2), the court or (in Scotland) the sheriff cannot ascertain who is the owner of the seized document the court or sheriff (as the case may be) may make such order as the court or sheriff thinks fit. (4) An order under subsection (2) or (3) does not affect the right of any person to take legal proceedings against any person in possession of a seized document for the recovery of the document. (5) Any right to bring proceedings (as described in subsection (4)) may only be exercised within 6 months of the date of the order made under subsection (2) or (3).

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122F Offences

(1) If a person (“A”) fails to comply with a requirement imposed on A under section 122B or 122C the FCA may certify that fact in writing to the court. (2) If the court is satisfied that A failed without reasonable excuse to comply with the requirement, it may deal with A (and where A is a body corporate, any director or other officer) as if A (or as the case may be the director or officer) were in contempt. (3) A person (“B”) who, in purported compliance with a requirement imposed on B under section 122B or 122C— (a) provides information which B knows to be false or misleading in a material particular; or (b) recklessly provides information which is false or misleading in a material particular; is guilty of an offence. (4) A person guilty of an offence under subsection (3) is liable— (a) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding three months or a fine, or both; (ii) in Scotland, to imprisonment for a term not exceeding three months or a fine not exceeding the statutory maximum, or both; (iii) in Northern Ireland, to imprisonment for a term not exceeding three months or a fine not exceeding the statutory maximum, or both; (b) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine, or both. (5) Any person who intentionally obstructs the exercise of any rights conferred by a warrant under section 122D is guilty of an offence and liable on summary conviction— (a) in England and Wales, to imprisonment for a term not exceeding three months or a fine, or both; (b) in Scotland, to imprisonment for a term not exceeding three months or a fine not exceeding level 5 on the standard scale, or both; (c) in Northern Ireland, to imprisonment for a term not exceeding three months or a fine not exceeding level 5 on the standard scale, or both. (6) In this section— (a) “court” means— (i) the High Court; (ii) in Scotland, the Court of Session; (b) “officer”, in relation to a limited liability partnership, means a member of the partnership.

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122G Publication of information and corrective statements by issuers

(1) If condition A or B is met, the FCA may require an issuer or emission allowance market participant to publish— (a) specified information; or (b) a specified statement. (2) Condition A is met if the FCA considers that the publication of the information or statement is necessary for the purpose of protecting— (a) the interests of users of financial markets and exchanges in the United Kingdom; or (b) the orderly operation of financial markets and exchanges in the United Kingdom. (3) Condition B is met if— (a) the information or statement corrects false or misleading information made public, or a false or misleading impression given to the public, by that person; and (b) the FCA considers that the publication of the information is necessary for the purpose of the exercise by it of functions under the market abuse regulation or under supplementary market abuse legislation. (4) Information or statements required to be published under this section must be published— (a) before the end of such reasonable period as may be specified; and (b) by any method as may be specified. (5) If a person fails to comply with a requirement to publish information or a statement under this section, the FCA may publish the information or statement. (6) But before doing so, the FCA must give that person an opportunity to make representations to it regarding its decision to publish the information or statement under subsection (5). (7) In this section— “emission allowance market participant” has the same meaning as in Article 3.1.20 (definitions) of the market abuse regulation; and “specified” means specified by the FCA. (8) For the meaning of “issuer”, see section 131AB.

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122H Publication of corrective statements generally

(1) If condition A or B is met, the FCA may, by notice in writing, require a person to publish— (a) specified information; or (b) a specified statement correcting false or misleading information made public, or a false or misleading impression given to the public, by that person. (2) Condition A is met if the FCA considers that the publication of the information or statement is necessary for the purpose of protecting— (a) the interests of users of financial markets and exchanges in the United Kingdom; or (b) the orderly operation of financial markets and exchanges in the United Kingdom. (3) Condition B is met if the FCA considers that the publication of the information or statement is necessary for the purpose of the exercise by it of functions under the market abuse regulation or under supplementary market abuse legislation. (4) Information or statements required to be published under this section must be published— (a) before the end of such reasonable period as may be specified; and (b) by any method as may be specified. (5) If a person fails to comply with a requirement to publish information or a statement under this section the FCA may publish the information or statement. (6) But before doing so, the FCA must give that person an opportunity to make representations to it regarding its decision to publish the information or statement under subsection (5). (7) In this section “specified” means specified in the notice.

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122HA Publication of corrective statements relating to benchmarks

(1) If condition A or B is met, the FCA may, by notice in writing, require a person to publish— (a) specified information, or (b) a specified statement, correcting false or misleading information made public, or a false or misleading impression given to the public, by that person. (2) Condition A is met if the FCA considers that the publication of the information or statement is necessary for the purpose of protecting the interests of users of regulated benchmarks. (3) Condition B is met if the FCA considers that the publication of the information or statement is necessary for the purpose of the exercise by it of its functions under Article 41(1)(j) of the EU Benchmarks Regulation 2016. (4) Information or statements required to be published under this section must be published— (a) before the end of such reasonable period as may be specified; and (b) by any such method as may be specified. (5) If a person fails to comply with a requirement to publish information or a statement under this section the FCA may publish the information or statement. (6) But before doing so, the FCA must give that person an opportunity to make representations to it regarding its decision to publish the information or statement under subsection (5). (7) In this section— “specified” means specified in the notice, and “regulated benchmark” means a regulated benchmark as defined in section 425A(7).

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122I Power to suspend trading in financial instruments

(1) The FCA may suspend trading of a financial instrument where it considers it necessary for the purpose of the exercise by it of functions under the market abuse regulation or under supplementary market abuse legislation. (2) If the FCA does so the issuer of the financial instrument may refer the matter to the Tribunal. (2A) But subsection (2) does not apply if the financial instrument is an emission allowance. (3) The FCA may— (a) cancel a suspension under subsection (1); and (b) impose such conditions for the cancellation to take effect as it considers appropriate. (4) The provisions relating to suspension of listing of securities in section 78 (discontinuance or suspension: procedure) apply to a suspension of trading in a financial instrument other than an emission allowance under subsection (1) and for the purposes of this section— (a) the references in section 78 to listing are to be read as references to trading; and (b) the references in section 78 to securities are to be read as references to financial instruments. (4A) A suspension of trading in a financial instrument that is an emission allowance takes effect— (a) immediately, if the FCA states that is the case; or (b) on such later date as the FCA specify. (5) For the meaning of “issuer” in this Part, see section 131AB.

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122IA Power to suspend auctioning of auctioned products on a recognised auction platform

(1) The FCA may suspend the auctioning of a relevant auctioned product at an auction conducted by a recognised auction platform where it considers it necessary for the purpose of the exercise by it of functions under the market abuse regulation or any supplementary market abuse legislation. (2) If the FCA does so the recognised auction platform may refer the matter to the Tribunal. (3) A suspension by the FCA takes place— (a) immediately, if the FCA specify this is the case, or (b) on such later date as the FCA specify. (4) The FCA may— (a) cancel a suspension under subsection (1), and (b) impose such conditions for the cancellation to take effect as it considers appropriate. (5) The provisions relating to the suspension and removal of financial instruments from trading set out in— (a) section 313B(2) to (4) (suspension or removal of financial instruments from trading: procedure), and (b) sections 313BA (procedure following consideration of representations) to 313BC (decisions on applications for revocation by institutions), apply, with the modifications set out in subsection (6), to a suspension of the auctioning of a relevant auctioned product at an auction conducted by a recognised auction platform. (6) The modifications referred to in subsection (5) are— (a) references to a requirement imposed on an institution under section 313A are to be read as references to the suspension of the auctioning of the relevant auctioned product; (b) references to an institution are to be read as references to the recognised auction platform; (c) in section 313B, the omission of— (i) subsection (2)(a)(ii); (ii) in subsection (3A)(d), the words “or the issuer of the financial instrument in question” and “or the issuer”; (iii) in subsection (3A)(f), the words “or the issuer of the financial instrument in question; (d) the omission of section 313BA(5)(b) and (8); (e) the omission of section 313BB(6)(b); and (f) the omission of section 313BC(3)(b) and (6)(b). (7) In this section “relevant auctioned product” means an auctioned product , within the meaning of regulation 4 of the Greenhouse Gas Emissions Trading Scheme Auctioning Regulations 2021.

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123 Power to impose penalties or issue censure

(1) The FCA may exercise its power under subsection (2) if it is satisfied that— (a) a person has contravened Article 14 (prohibition of insider dealing and of unlawful disclosure of inside information) or Article 15 (prohibition of market manipulation) of the market abuse regulation; (b) a person has contravened, or been knowingly concerned in the contravention of— (i) a provision of the market abuse regulation other than Article 14 or 15 of that regulation; or (ii) a provision of any supplementary market abuse legislation; or (c) a person other than an authorised person has contravened any requirement— (i) imposed on that person under section 122A, 122B, 122C, 122G, 122H, 122HA, 122I, 122IA, 123A or 123B; or (ii) relating to the market abuse regulation or any supplementary market abuse legislation imposed on that person under Part 11. (2) The FCA’s power under this subsection is a power to impose a penalty of such amount as it considers appropriate on the person. (3) The FCA may, instead of imposing a penalty on a person, publish a statement censuring the person.

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123A Power to prohibit individuals from managing or dealing

(1) The FCA may exercise its power under subsection (2) if it is satisfied that an individual— (a) has contravened Article 14 (prohibition of insider dealing and of unlawful disclosure of inside information) or Article 15 (prohibition of market manipulation) of the market abuse regulation; (b) has contravened, or been knowingly concerned in the contravention of— (i) a provision of the market abuse regulation other than Article 14 or 15 of that regulation; or (ii) a provision of any supplementary market abuse legislation; or (c) has contravened a requirement imposed on that individual under this section or section 122A, 122B, 122C, 122G, 122H, 122HA, 122I , 122IA or 123B. (2) The FCA’s power under this subsection is a power to impose one or more of the following— (a) a temporary prohibition on the individual holding an office or position involving responsibility for taking decisions about the management of an investment firm; (b) a temporary prohibition on the individual acquiring or disposing of financial instruments, whether on his or her own account or the account of a third party and whether directly or indirectly. (c) a temporary prohibition on the individual making a bid, on his or her own account or the account of a third party, directly or indirectly, at an auction conducted by a recognised auction platform. (3) If the FCA is satisfied that an individual has contravened Article 14 or 15 of the market abuse regulation the FCA may impose a permanent prohibition on the individual holding an office or position involving responsibility for taking decisions about the management of an investment firm. (4) A prohibition imposed under subsection (2) may be expressed to expire at the end of such period as the FCA may specify, but the imposition of a prohibition that expires at the end of a specified period does not affect the FCA’s power to impose a new prohibition under subsection (2). (5) A prohibition imposed under subsection (2)(a) or (3) may be expressed to prohibit an individual holding an office or position involving responsibility for taking decisions about the management of— (a) a named investment firm; (b) an investment firm of a specified description; or (c) any investment firm. (6) An investment firm must take reasonable care to ensure that no individual who is subject to a prohibition under subsection (2)(a) or (3) on the holding of an office or position involving responsibility for taking decisions about the management of the firm holds such an office or position. (7) The FCA may vary or revoke a prohibition imposed under this section. (8) For the meaning of “recognised auction platform” in this Part, see section 131AB.

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123B Suspending permission to carry on regulated activities etc

(1) The FCA may exercise its power under subsection (2) if it is satisfied that an authorised person— (a) has contravened Article 14 (prohibition of insider dealing and of unlawful disclosure of inside information) or Article 15 (prohibition of market manipulation) of the market abuse regulation; (b) has contravened, or been knowingly concerned in the contravention of— (i) a provision of the market abuse regulation other than Article 14 and 15 of that regulation; (ii) a provision of any supplementary market abuse legislation; or (c) has contravened a requirement imposed on that person under this section or section 122A, 122B, 122C, 122G, 122H, 122HA, 122I , 122IA or 123A. (2) The FCA’s power under this subsection is a power to do either or both of the following — (a) to suspend, for such period as it considers appropriate, any permission which the person has to carry on a regulated activity; (b) to impose, for such period as it considers appropriate, such limitations or other restrictions in relation to the carrying on of a regulated activity by the person as it considers appropriate. (3) In subsection (2) “permission” means any permission that the authorised person has, whether given (or treated as given) by the FCA or the PRA or conferred by any provision of this Act. (4) The period for which a suspension or restriction is to have effect may not exceed 12 months. (5) A suspension may relate only to the carrying on of an activity in specified circumstances. (6) A restriction may, in particular, be imposed so as to require the person concerned to take, or refrain from taking, specified action. (7) The FCA may— (a) withdraw a suspension or restriction; or (b) vary a suspension or restriction so as to reduce the period for which it has effect or otherwise to limit its effect. (8) The power under this section may (but need not) be exercised so as to have effect in relation to all the regulated activities that the person concerned carries on.

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123C Exercise of administrative sanctions

Any one or more of the powers under sections 123, 123A and 123B may be exercised in relation to the same contravention.

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124 Statement of policy.

(1) The FCA must prepare and issue a statement of its policy with respect to the type and level of administrative sanctions it may impose on a relevant person. (2) The FCA’s policy in determining the type and level of administrative sanctions to be imposed must take into account all relevant circumstances including, where appropriate, the matters referred to in Article 31(1) of the market abuse regulation or Article 43(1) of the EU Benchmarks Regulation 2016. (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) The FCA may at any time alter or replace a statement issued under this section. (5) If a statement issued under this section is altered or replaced, the FCA must issue the altered or replacement statement. (6) When imposing, or deciding whether to impose, an administrative sanction on a relevant person the FCA must have regard to any statement published under this section in force at the time of the contravention. (7) A statement issued under this section must be published by the FCA in the way appearing to the FCA to be best calculated to bring it to the attention of the public. (8) The FCA may charge a reasonable fee for providing a person with a copy of a statement published under this section. (9) The FCA must, without delay, give the Treasury a copy of any statement which it publishes under this section. (10) In this section— “administrative sanction” means— a penalty or statement of censure imposed or published under section 123; a prohibition imposed under section 123A; or a suspension or restriction imposed under section 123B; and “relevant person” means a person— who has contravened Article 14 (prohibition of insider dealing and of unlawful disclosure of inside information) or Article 15 (prohibition of market manipulation) of the market abuse regulation; who has contravened, or been knowingly concerned in the contravention of— a provision of the market abuse regulation other than Article 14 or 15 of that regulation; or a provision of any supplementary market abuse legislation; or who has contravened— any requirement imposed on the person under section 122A, 122B, 122C, 122G, 122H, 122HA, 122I, 122IA, 123A or 123B; or in the case of a person other than an authorised person, any requirement relating to the market abuse regulation or any supplementary market abuse legislation imposed on the person under Part 11.

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125 Statement of policy: procedure.

(1) Before issuing a statement of policy under section 124, the FCA must publish a draft of the proposed statement in the way appearing to the FCA to be best calculated to bring it to the attention of the public. (2) The draft must be accompanied by notice that representations about the proposal may be made to the FCA within a specified time. (3) Before issuing the proposed statement, the FCA must have regard to any representations made to it in accordance with subsection (2). (4) If the FCA issues the proposed statement it must publish an account, in general terms, of— (a) the representations made to it in accordance with subsection (2); and (b) its response to them. (5) If the statement differs from the draft published under subsection (1) in a way which is, in the opinion of the FCA, significant, the FCA must (in addition to complying with subsection (4)) publish details of the difference. (6) The FCA may charge a reasonable fee for providing a person with a copy of a draft published under subsection (1). (7) This section also applies to a proposal to alter or replace a statement.

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126 Warning notices.

(1) If the FCA proposes— (a) to impose a penalty on a person under section 123(2); (b) to publish a statement censuring a person under section 123(3); (c) to impose a temporary prohibition on an individual under section 123A(2)(a); (d) to impose a temporary prohibition on an individual under section 123A(2)(b); (e) to impose a permanent prohibition on an individual under section 123A(3); or (f) to impose a suspension or restriction in relation to a person under section 123B; it must give the person a warning notice. (2) A warning notice about a proposal to impose a penalty under section 123 must state the amount of the proposed penalty. (3) A warning notice about a proposal to publish a statement under section 123 must set out the terms of the proposed statement. (4) A warning notice about a proposal to impose a prohibition under section 123A must set out the terms of the proposed prohibition. (5) A warning notice about a proposal to impose a suspension or restriction under section 123B must state the period for which the suspension or restriction is to have effect.

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127 Decision notices and right to refer to Tribunal.

(1) If the FCA decides— (a) to impose a penalty on a person under section 123(2); (b) to publish a statement censuring a person under section 123(3); (c) to impose a temporary prohibition on an individual under section 123A(2)(a); (d) to impose a temporary prohibition on an individual under section 123A(2)(b); (e) to impose a permanent prohibition on an individual under section 123A(3); (f) to impose a suspension or restriction in relation to a person under section 123B; it must give the person a decision notice. (2) A decision notice about the imposition of a penalty under section 123 must state the amount of the penalty. (3) A decision notice about the publication of a statement under section 123 must set out the terms of the statement. (3A) A decision notice about the imposition of a prohibition under section 123A must set out the terms of the prohibition. (3B) A decision notice about the imposition of a suspension or restriction under section 123B must state the period for which the suspension or restriction is to have effect. (4) If the FCA decides— (a) to impose a penalty on a person under section 123(2); (b) to publish a statement censuring a person under section 123(3); (c) to impose a prohibition on an individual under section 123A; or (d) to impose a suspension or restriction in relation to a person under section 123B; that person may refer the matter to the Tribunal.

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127A Consultation with the PRA in relation to administrative sanctions

(1) The FCA must consult the PRA before giving a warning notice under section 126(1)(a), (b), (d) or (f) or a decision notice under section 127(1)(a), (b), (d) or (f) in relation to a person who— (a) is a PRA-authorised person; or (b) is a member of a PRA-authorised person’s immediate group. (2) The FCA must consult the PRA before giving a warning notice under section 126(1)(c) or (e) or a decision notice under section 127(1)(c) or (e) if as a result of the prohibition in question an individual would be prohibited from holding an office or position involving responsibility for taking decisions about the management of a PRA-authorised investment firm. (3) The FCA must consult the PRA before varying or revoking a prohibition under section 123A(2)(a) or (3) if as a result of the proposed variation or revocation an individual would no longer be prohibited from holding an office or position involving responsibility for taking decisions about the management of a PRA-authorised investment firm. (4) In this section “PRA-authorised investment firm” means an investment firm which is a PRA-authorised person and carries on a regulated activity.

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128 Suspension of investigations.

(1) If the FCA considers it desirable or expedient because of the exercise or possible exercise of a relevant power, it may direct a recognised investment exchange , recognised clearing house or recognised CSD— (a) to terminate, suspend or limit the scope of any inquiry which the exchange , clearing house or central securities depository is conducting under its rules; or (b) not to conduct an inquiry which the exchange , clearing house or central securities depository proposes to conduct under its rules. (2) A direction under this section— (a) must be given to the exchange , clearing house or central securities depository concerned by notice in writing; and (b) is enforceable, on the application of the FCA, by injunction or, in Scotland, by an order under section 45 of the Court of Session Act 1988. (3) In this section “relevant power” means the FCA’s power— (a) to impose a penalty or publish a statement of censure under section 123; (b) to impose a prohibition under section 123A; (c) to impose a suspension or restriction under section 123B; (d) to appoint a person to conduct an investigation under section 168 in a case falling within subsection (2)(d) of that section; or (e) to appoint a person to conduct an investigation under section 169 (investigation etc in support of an overseas regulator) in a case falling within subsection (2A) of that section.

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