Financial Services and Markets Act 2000

Chapter IU.K. Exemption

GeneralU.K.

285 [F1Exemption for recognised bodies etc.]U.K.

(1)In this Act—

(a)“recognised investment exchange” means an investment exchange in relation to which a recognition order is in force;

[F2(b)“recognised clearing house” means—

(i)a central counterparty in relation to which a recognition order is in force (in this Part referred to as a “recognised central counterparty”), or

(ii)a clearing house which provides clearing services in the United Kingdom without doing so as a central counterparty, and in relation to which a recognition order is in force;

F3(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d)[F4“third country central counterparty” means a person established in a country other than the United Kingdom who has been recognised by the Bank of England as a central counterparty pursuant to Article 25 of the EMIR Regulation;]]

[F5(e)“recognised CSD” means a central securities depository in relation to which a recognition order is in force;

[F6(g)“third country CSD” means a central securities depository, established in a country other than the United Kingdom, which is recognised by the Bank of England pursuant to Article 25 of the CSD regulation.]]

(2)A recognised investment exchange is exempt from the general prohibition as respects any regulated activity—

(a)which is carried on as a part of the exchange’s business as an investment exchange; or

[F7(b)which is carried on for the purposes of, or in connection with, the provision by the exchange of services designed to facilitate the provision of clearing services by another person.]

(3)[F8A recognised clearing house which is not a recognised central counterparty] is exempt from the general prohibition as respects any regulated [F9activity—

(a)which is carried on for the purposes of, or in connection with, the provision of clearing services by the clearing house, or

(b)which is carried on for the purposes of, or in connection with, the provision by the clearing house of services designed to facilitate the provision of clearing services by another person.]

[F10(3ZA)Subsections (2) and (3) do not apply in respect of the regulated activity specified in article 63S of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (administering a benchmark).]

[F11(3A)A recognised central counterparty is exempt from the general prohibition as respects any regulated activity which is carried on for the purposes of, or in connection with, the services or activities specified in its recognition order.

F12(3B). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3C)A third country central counterparty is exempt from the general prohibition as respects any regulated activity which is carried on for the purposes of, or in connection with, the services or activities specified in its recognition by [F13the Bank of England] pursuant to Article 25 of the EMIR regulation.]

[F14(3D)A recognised CSD is exempt from the general prohibition as respects any regulated activity which is carried on for the purposes of, or in connection with—

(a)the core services listed in Section A of the Annex to the CSD regulation which the central securities depository is authorised to provide pursuant to Article 16 or 19(1)(a) or (c) of that regulation, or

(b)any non-banking-type ancillary services listed in or permitted under Section B of that Annex which the central securities depository is authorised to provide, including services notified under Article 19 of the CSD regulation.

F15(3E). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F15(3F). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3G)A third country CSD is exempt from the general prohibition as respects any regulated activity which is carried on for the purposes of, or in connection with, the services and activities covered by its recognition by [F16the Bank of England] pursuant to Article 25 of the CSD regulation.

(3H)But a recognised CSD F17... or a third country CSD is not exempt from the general prohibition as respects any regulated activity which is carried on for the purposes of, or in connection with, any banking-type ancillary service listed in or permitted under Section C of the Annex to the CSD regulation.]

[F18(4)The Treasury may by order amend paragraph (b) of subsection (2) or (3).]

[F19285A [F20Powers exercisable in relation to recognised bodies] [F21etc] U.K.

(1)For the purposes of this Part, the FCA is “the appropriate regulator” in relation to recognised investment exchanges.

(2)For the purposes of this Part, the Bank of England is “the appropriate regulator” in relation to recognised clearing houses [F22and recognised CSDs].

(3)In Schedule 17A—

(a)Part 1 makes provision for a memorandum of understanding between the appropriate regulators [F23, and between the FCA and the PRA,] with respect to the exercise of their functions in relation to recognised [F24bodies];

(b)Part 2 applies certain provisions of this Act in relation to the Bank of England in consequence of the conferring of functions on the Bank under this Part of this Act [F25or as a consequence of conferring other FMI functions on the Bank];

(c)Part 3 makes provision relating to the winding up, administration or insolvency of [F26recognised clearing houses] [F27and recognised CSDs]; and

(d)Part 4 makes provision about fees.]

286 Qualification for recognition.U.K.

(1)The Treasury may make regulations setting out the requirements—

(a)which must be satisfied by an investment exchange [F28, clearing house or central securities depository] if it is to qualify as a body in respect of which [F29the appropriate regulator] may make a recognition order under this Part; and

(b)which, if a recognition order is made, it must continue to satisfy if it is to remain a recognised body.

(2)But if regulations contain provision as to the default rules of an investment exchange [F30, clearing house or central securities depository], or as to proceedings taken under such rules by such a body, they require the approval of the Secretary of State.

(3)“Default rules” means rules of an investment exchange [F31, clearing house or central securities depository] which provide for the taking of action in the event of a person’s appearing to be unable, or likely to become unable, to meet his obligations in respect of one or more market contracts connected with the exchange [F31, clearing house or central securities depository].

(4)“Market contract” means—

(a)a contract to which Part VII of the M1Companies Act 1989 applies as a result of section 155 of that Act or a contract to which Part V of the M2Companies (No. 2)(Northern Ireland) Order 1990 applies as a result of Article 80 of that Order; and

(b)such other kind of contract as may be prescribed.

F32(4A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F32(4B). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F32(4C). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F32(4D). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F32(4E). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F33(4F)Regulations under subsection (1) may confer power on the appropriate regulator to make rules for the purposes of the regulations or of any specified provision made by the regulations.]

(5)Requirements resulting from this section are referred to in this Part as “recognition requirements”.

[F34(6)In the case of an investment exchange, requirements resulting from this section are in addition to requirements which must be satisfied by the exchange as a result of section 290(1A) before [F35the FCA] may make a recognition order declaring the exchange to be a recognised investment exchange.]

Applications for recognitionU.K.

287 Application by an investment exchange.U.K.

(1)Any body corporate or unincorporated association may apply to [F36the FCA] for an order declaring it to be a recognised investment exchange for the purposes of this Act.

(2)The application must be made in such manner as [F37the FCA] may direct and must be accompanied by—

(a)a copy of the applicant’s rules;

(b)a copy of any guidance issued by the applicant;

(c)the required particulars; and

(d)such other information as [F37the FCA] may reasonably require for the purpose of determining the application.

(3)The required particulars are—

(a)particulars of any arrangements which the applicant has made, or proposes to make, for the provision [F38by another person] of clearing services in respect of transactions effected on the exchange;

(b)if the applicant proposes to provide [F39services falling within section 285(2)(b)] in respect of transactions other than those effected on the exchange, particulars of the criteria which the applicant will apply when determining to whom it will provide those services [F40;

(c)a programme of operations which includes the types of business the applicant proposes to undertake and the applicant's proposed organisational structure;

(d)such particulars of the persons who effectively direct the business and operations of the exchange as [F41the FCA] may reasonably require;

(e)such particulars of the ownership of the exchange, and in particular of the identity and scale of interests of the persons who are in a position to exercise significant influence over the management of the exchange, whether directly or indirectly, as [F42the FCA] may reasonably require.]

[F43(4)Subsection (3)(c) to (e) does not apply to an application by an overseas applicant.]

F44287A.Application by an investment exchange: persons connected with an applicantU.K.

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

288 Application by a clearing house.U.K.

[F45(A1)This section applies only in relation to an application by a clearing house.]

[F46(1)A body corporate or unincorporated association which is established in the United Kingdom may, where it intends to provide clearing services as a central counterparty, apply to the Bank of England in accordance with Article 17 of the EMIR regulation for an order granting authorisation for the purposes of that Article and declaring it to be a recognised central counterparty for the purposes of this Act.

(1A)A body corporate or unincorporated association may, where it intends to provide clearing services in the United Kingdom without doing so as a central counterparty, apply to the Bank of England for an order declaring it to be for the purposes of this Act a recognised clearing house which is not a recognised central counterparty.]

(2)[F47An application under subsection (1A)] must be made in such manner as [F48the Bank of England] may direct and must be accompanied by—

(a)a copy of the applicant’s rules;

(b)a copy of any guidance issued by the applicant;

(c)the required particulars; and

(d)such other information as [F49the Bank] may reasonably require for the purpose of determining the application.

(3)The required particulars are—

(a)if the applicant makes, or proposes to make, clearing arrangements with a recognised investment exchange, particulars of those arrangements;

(b)if the applicant proposes to provide clearing services [F50or services falling within section 285(3)(b)] for persons other than recognised investment exchanges, particulars of the criteria which it will apply when determining to whom it will provide those services.

[F51288A.Application by a central securities depositoryU.K.

Where a legal person which is established in the United Kingdom intends—

(a)to operate a securities settlement system referred to in point (3) of Section A of the Annex to the CSD regulation, and

(b)to provide at least one other core service listed in Section A of that Annex,

it may apply to the Bank of England in accordance with Article 17 of the CSD regulation [F52, and any technical standards originally made or adopted under that Article which are [F53assimilated direct] legislation and any technical standards made under that Article by the Bank on or after IP completion day,] for an order granting authorisation for the purposes of Article 16 of that regulation and declaring it to be a recognised CSD for the purposes of this Act.]

289 Applications: supplementary.U.K.

(1)At any time after receiving an application and before determining it, [F54the appropriate regulator] may require the applicant to provide such further information as it reasonably considers necessary to enable it to determine the application.

(2)Information which [F55the appropriate regulator] requires in connection with an application must be provided in such form, or verified in such manner, as [F55the appropriate regulator] may direct.

(3)Different directions may be given, or requirements imposed, by [F56the appropriate regulator] with respect to different applications.

[F57(4)In relation to an application under section 288(1), this section does not apply to information which can be required under Article 17 of the EMIR regulation.]

[F58(5)In relation to an application under section 288A, this section applies only in relation to information which the Bank of England may require in connection with recognition requirements which do not [F59derive from any of the following—

(a)the CSD Regulation;

(b)any EU regulation, originally made under the CSD regulation, which is [F60assimilated direct] legislation;

(c)any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the CSD regulation on or after IP completion day.]]

290 Recognition orders.U.K.

[F61(1)If it appears to the appropriate regulator that the applicant satisfies the recognition requirements applicable in its case, the regulator may—

(a)where the application is made under section 287, make a recognition order declaring the applicant to be a recognised investment exchange;

(b)where the application is made under section 288(1) and Article 17 of the EMIR regulation allows authorisation to be granted, make a recognition order (“a central counterparty recognition order”) granting authorisation for the purposes of that Article and declaring the applicant to be a recognised central counterparty; F62...

(c)where the application is made under section 288(1A), make a recognition order declaring the applicant to be a recognised clearing house which is not a recognised central counterparty [F63; or

(d)where the application is made under section 288A, make a recognition order (a “CSD recognition order”) granting authorisation for the purposes of Article 16 of the CSD regulation and declaring the applicant to be a recognised CSD].]

[F64[F65(1A)In the case of an application for an order declaring the applicant to be a recognised investment exchange, the reference in subsection (1) to the recognition requirements applicable in its case includes a reference to requirements contained in any of the following—

(a)any EU regulation, originally made under the markets in financial instruments directive, which is [F66assimilated direct] legislation;

(b)any EU regulation, originally made under the markets in financial instruments regulation, which is [F67assimilated direct] legislation;

(c)any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the markets in financial instruments regulation on or after IP completion day.]

(1B)In the case mentioned in subsection (1A), the application must be determined by [F68the FCA] before the end of the period of six months beginning with the date on which it receives the completed application.

(1C)Subsection (1B) does not apply in the case of an application by an overseas applicant.]

[F69(1D)A central counterparty recognition order must specify the services or activities linked to clearing which the applicant may provide or perform and the classes of financial instruments covered by the order.]

[F70(1E)A CSD recognition order must specify—

(a)the core services listed in Section A of the Annex to the CSD regulation which the applicant is authorised to provide pursuant to Article 16 or 19(1)(a) or (c) of that regulation, and

(b)any non-banking-type ancillary services listed in or permitted under Section B of that Annex which the applicant is authorised to provide, including services notified under Article 19 of the CSD regulation.

(1F)A CSD recognition order must also record the terms of any of the following authorisations granted to the CSD under the CSD regulation or notifications made by the CSD under that regulation—

(a)an authorisation under Article 19(1) of the CSD regulation to outsource a core service under Article 30 of that regulation,

(b)an authorisation under Article 19(1)(d) of the CSD regulation (settlement of cash leg of securities settlement system in the books of another settlement agent),

(c)an authorisation under Article 19(1)(e) of the CSD regulation (setting up interoperable link),

(d)a notification under Article 19(5) of the CSD regulation (other CSD links),

(e)an authorisation under Article 54 or 56 of the CSD regulation to provide (in accordance with Article 54(2)(a) or (b)) any banking-type ancillary service listed in or permitted under Section C of the Annex to that regulation, and

(f)an authorisation to provide investment services and activities in addition to the services explicitly listed in Sections A and B of the Annex to the CSD regulation.]

F71(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)In considering an application [F72made under section 287 or 288(1A)], [F73the appropriate regulator] may have regard to any information which it considers is relevant to the application.

(4)A recognition order must specify a date on which it is to take effect.

[F74(4A)If the Bank of England has not made a decision in relation to an application under section 288A within six months of that application being complete, the applicant may refer the matter to the Tribunal.

(4B)For the purposes of subsection (4A), an application is “complete” when the Bank of England informs the applicant that it is complete pursuant to Article 17(3) of the CSD regulation.]

(5)Section 298 has effect in relation to a decision to refuse to make a recognition order [F75in respect of an investment exchange or a clearing house which is not a central counterparty]—

(a)as it has effect in relation to a decision to revoke such an order; and

(b)as if references to a recognised body were references to the applicant.

[F76(5A)Section 298 has effect in relation to a decision to refuse an application under section 288A—

(a)as it has effect in relation to a decision to make a revocation order under section 297(1B); and

(b)as if references to a recognised body were references to the applicant.]

F77(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F78(7)Where—

(a)a body corporate or unincorporated association has made an application under section 288(1), and

(b)the Bank of England has determined that application in accordance with Article 17 of the EMIR regulation,

any previous recognition order under section 290(1)(c) or 292(2)(b) shall cease to be valid.]

[F79290ZA.Variation of central counterparty recognition orderU.K.

(1)On an application made to it in accordance with Article 15 of the EMIR regulation, the Bank of England may in accordance with Article 17 of that regulation vary a central counterparty recognition order by specifying an additional service or activity or class of financial instruments.

(2)Where Article 20(5) of the EMIR regulation applies, the Bank of England may vary a central counterparty recognition order by removing a service or activity or class of financial instruments from those specified in the order.

(3)The Bank of England may at any time vary a central counterparty recognition order for the purpose of correcting an error in, or omission from, the order.]

[F80290ZB.Variation of CSD recognition orderU.K.

(1)Where the Bank of England—

(a)grants an authorisation in accordance with Article 19(1), 54 or 56 of the CSD regulation,

(b)receives a notification under Article 19 of that regulation, or

(c)decides to withdraw authorisation for a service, activity or financial instrument in accordance with Article 20(4) or 57(4) of that regulation,

the Bank of England must vary the CSD recognition order accordingly.

(2)Where an authorisation to provide investment services and activities in addition to the services explicitly listed in Sections A and B of the Annex to the CSD regulation is granted, varied or withdrawn, the Bank of England must vary the CSD recognition order accordingly.

(3)The Bank of England may at any time vary a CSD recognition order for the purpose of correcting an error in, or omission from, the order.]

[F81290ARefusal of recognition on ground of excessive regulatory provisionU.K.

(1)[F82The appropriate regulator must] not make a recognition order if it appears to [F83it that] an existing or proposed regulatory provision of the applicant in connection with—

(a)the applicant's business as an investment exchange, F84...

(b)the provision by the applicant of clearing services, [F85or

(c)the provision by the applicant of services falling within section 285(2)(b) or (3)(b),]

imposes or will impose an excessive requirement on the persons affected (directly or indirectly) by it.

(2)The reference in section 290(1) (making of recognition order) to satisfying the applicable recognition requirements shall be read accordingly.

(3)Expressions used in subsection (1) above that are defined for the purposes of section 300A (power of [F86appropriate regulator] to disallow excessive regulatory provision) have the same meaning as in that section.

(4)The provisions of section 300A(3) and (4) (determination whether regulatory provision excessive) apply for the purposes of this section as for the purposes of section 300A.

(5)Section 298 has effect in relation to a decision under this section to refuse a recognition order—

(a)as it has effect in relation to a decision to revoke such an order, and

(b)as if references to a recognised body were references to the applicant.

[F87(6)This section does not apply to an application for recognition as an overseas investment exchange, an overseas clearing house [F88, a recognised central counterparty or a recognised CSD].]]

291 Liability in relation to recognised body’s regulatory functions.U.K.

(1)A recognised body and its officers and staff are not to be liable in damages for anything done or omitted in the discharge of the recognised body’s regulatory functions unless it is shown that the act or omission was in bad faith.

(2)But subsection (1) does not prevent an award of damages made in respect of an act or omission on the ground that the act or omission was unlawful as a result of section 6(1) of the M3Human Rights Act 1998.

(3)“Regulatory functions” means the functions of the recognised body so far as relating to, or to matters arising out of, the obligations to which the body is subject under or by virtue of this Act.

F89292 Overseas investment exchanges and overseas clearing houses.U.K.

(1)An application under section 287 or [F90288(1A)] by an overseas applicant must contain the address of a place in the United Kingdom for the service on the applicant of notices or other documents required or authorised to be served on it under this Act.

(2)If it appears to [F91the appropriate regulator] that an overseas applicant satisfies the requirements of subsection (3) it may make a recognition order declaring the applicant to be—

(a)a recognised investment exchange;

(b)a recognised clearing house [F92which is not a central counterparty].

(3)The requirements are that—

[F93(a)investors are afforded protection equivalent to that which they would be afforded if the body concerned were required to comply with—

(i)recognition requirements, other than any such requirements which are expressed in regulations under section 286 not to apply for the purposes of this paragraph, and

(ii)[F94requirements contained in any of the following—

(aa)any EU regulation, originally made under the markets in financial instruments directive, which is [F95assimilated direct] legislation;

(bb)any EU regulation, originally made under the markets in financial instruments regulation, which is [F96assimilated direct] legislation;

(cc)any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the markets in financial instruments regulation on or after IP completion day;]]

(b)there are adequate procedures for dealing with a person who is unable, or likely to become unable, to meet his obligations in respect of one or more market contracts connected with the investment exchange or clearing house;

(c)the applicant is able and willing to co-operate with [F97the appropriate regulator] by the sharing of information and in other ways;

(d)adequate arrangements exist for co-operation between [F98the appropriate regulator] and those responsible for the supervision of the applicant in the country or territory in which the applicant’s head office is situated.

(4)In considering whether it is satisfied as to the requirements mentioned in subsection (3)(a) and (b), [F99the appropriate regulator] is to have regard to—

(a)the relevant law and practice of the country or territory in which the applicant’s head office is situated;

(b)the rules and practices of the applicant.

(5)In relation to an overseas applicant and a body or association declared to be a recognised investment exchange or recognised clearing house by a recognition order made by virtue of subsection (2)—

(a)the reference in section 313(2) to recognition requirements is to be read as a reference to matters corresponding to the matters in respect of which provision is made in the recognition requirements;

(b)sections 296(1) and 297(2) have effect as if the requirements mentioned in section 296(1)(a) and section 297(2)(a) were those of subsection (3)(a), (b), and (c) of this section;

(c)section 297(2) has effect as if the grounds on which a recognition order may be revoked under that provision included the ground that in the opinion of [F100the appropriate regulator] arrangements of the kind mentioned in subsection (3)(d) no longer exist.

[F101(6)Where a recognised clearing house is F102... recognised as a third country central counterparty, any previous recognition order under section 290(1)(c) or 292(2)(b) shall cease to be valid.]

[F103Publication of information by recognised investment exchangeU.K.

292APublication of information by recognised investment exchangeU.K.

(1)A recognised investment exchange must as soon as practicable after a recognition order is made in respect of it publish such particulars of the ownership of the exchange as the [F104FCA] may reasonably require.

(2)The particulars published under subsection (1) must include particulars of the identity and scale of interests of the persons who are in a position to exercise significant influence over the management of the exchange, whether directly or indirectly.

(3)If an ownership transfer takes place in relation to a recognised investment exchange, the exchange must as soon as practicable after becoming aware of the transfer publish such particulars relating to the transfer as the [F105FCA] may reasonably require.

(4)”Ownership transfer”, in relation to an exchange, means a transfer of ownership which gives rise to a change in the persons who are in a position to exercise significant influence over the management of the exchange, whether directly or indirectly.

(5)A recognised investment exchange must publish such particulars of any decision it makes to suspend or remove a financial instrument from trading on a regulated market operated by it as the [F106FCA] may reasonably require.

(6)The [F107FCA] may determine the manner of publication under subsections (1), (3) and (5) and the timing of publication under subsection (5).

(7)This section does not apply to an overseas investment exchange.]

SupervisionU.K.

293 Notification requirements.U.K.

(1)The [F108appropriate regulator] may make rules requiring a recognised body to give it—

(a)notice of such events relating to the body as may be specified; and

(b)such information in respect of those events as may be specified.

(2)The rules may also require a recognised body to give the [F108appropriate regulator], at such times or in respect of such periods as may be specified, such information relating to the body as may be specified.

(3)An obligation imposed by the rules extends only to a notice or information which the [F108appropriate regulator] may reasonably require for the exercise of its functions under this Act [F109or [F110for the purposes of] Directive 2016/1148/EU of the European Parliament and of the Council of 6 July 2016 concerning measures for a high common level of security network and information systems across the Union] [F111as that directive had effect immediately before IP completion day].

(4)The rules may require information to be given in a specified form and to be verified in a specified manner.

(5)If a recognised body—

(a)alters or revokes any of its rules or guidance, or

(b)makes new rules or issues new guidance,

it must give written notice to the [F112appropriate regulator] without delay.

[F113(5A)In relation to a recognised CSD, in subsection (5), “guidance” means guidance issued, or any recommendation made, in writing or other legible form and intended to have continuing effect, by the recognised CSD to—

(a)all or any class of its members, or

(b)persons using or seeking to use its services,

with respect to any of the services or activities specified in its recognition order.]

(6)If a recognised investment exchange makes a change—

(a)in the arrangements it makes for the provision [F114by another person] of clearing services in respect of transactions effected on the exchange, or

(b)in the criteria which it applies when determining to whom it will provide [F115services falling within section 285(2)(b)],

it must give written notice to [F116the FCA and the Bank of England] without delay.

(7)If a recognised clearing house makes a change—

(a)in the recognised investment exchanges for whom it provides clearing services [F117or services falling within section 285(3)(b)], or

(b)in the criteria which it applies when determining to whom (other than recognised investment exchanges) it will provide clearing services [F118or services falling within section 285(3)(b)],

it must give written notice to [F119the Bank of England and the FCA] without delay.

[F120(7A)In subsections (1) and (2), “recognised body” includes [F121a third country CSD, in relation to any services referred to in the Annex to the CSD regulation which the third country CSD provides in the United Kingdom] [F122and a third country central counterparty].]

(8)Subsections (5) to (7) do not apply to an overseas investment exchange [F123, an overseas clearing house or a third country central counterparty].

(9)“Specified” means specified in [F124the appropriate regulator's] rules.

[F125293AInformation: compliance with [F126specified] requirementsU.K.

[F127(1)]The appropriate regulator may require a recognised body to give the appropriate regulator such information as the appropriate regulator reasonably requires in order to satisfy itself that the body is complying with any [F128qualifying provision] that is specified, or of a description specified, for the purposes of this section by the Treasury by order.

[F129(2)The Bank of England may require [F130a third country CSD] which provides any services referred to in the Annex to the CSD regulation in the United Kingdom to give the Bank reports on those services and statistical information relating to those services, at such times or in respect of such periods as may be specified by the Bank.

(3)A requirement under subsection (2) extends only to information which the Bank may reasonably require for the exercise of its functions under the CSD regulation or [F131, any EU regulation originally made under the CSD regulation which is [F132assimilated direct] legislation, or any subordinate legislation (within the meaning of the Interpretation Act 1978) made under the CSD regulation on or after IP completion day].]]

294 Modification or waiver of rules.U.K.

(1)The [F133appropriate regulator] may, on the application or with the consent of a recognised body, direct that rules made under section 293 or 295—

(a)are not to apply to the body; or

(b)are to apply to the body with such modifications as may be specified in the direction.

(2)An application must be made in such manner as the [F134appropriate regulator] may direct.

(3)Subsections (4) to (6) apply to a direction given under subsection (1).

(4)The [F135appropriate regulator] may not give a direction unless it is satisfied that—

(a)compliance by the recognised body with the rules, or with the rules as unmodified, would be unduly burdensome or would not achieve the purpose for which the rules were made; and

(b)the direction would not result in undue risk to persons whose interests the rules are intended to protect.

(5)A direction may be given subject to conditions.

(6)The [F136appropriate regulator] may—

(a)revoke a direction; or

(b)vary it on the application, or with the consent, of the recognised body to which it relates.

[F137(7)In this section, “recognised body”, in relation to rules made under section 293, includes [F138a third country CSD].]

295 Notification: overseas investment exchanges and overseas clearing houses.U.K.

(1)At least once a year, every overseas investment exchange and overseas clearing house must provide [F139the appropriate regulator] with a report.

(2)The report must contain a statement as to whether any events have occurred which are [F140likely to affect the appropriate regulator's assessment of whether it is satisfied as to the requirements set out in section 292(3)].

(3)The report must also contain such information as may be specified in rules made by [F141the appropriate regulator].

F142(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F143295A.On-site inspection of [F144United Kingdom branches of third country] CSDsU.K.

(1)For the purposes of [F145Article 25(11) of the CSD regulation], the Bank of England may, on giving reasonable notice and at any reasonable time, carry out an on-site inspection of any branch maintained by [F146a third country CSD] in the United Kingdom.

F147(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)The Bank of England’s power under subsection (1) is enforceable, on the application of the Bank of England, by an injunction or, in Scotland, by an order for specific performance under section 45 of the Court of Session Act 1988.]

296 [F148Appropriate regulator's] power to give directions.U.K.

(1)This section applies if it appears to [F149the appropriate regulator] that a recognised body—

(a)has failed, or is likely to fail, to satisfy the recognition requirements; or

(b)has failed to comply with any other obligation imposed on it by or under this Act.

[F150(1A)This section also applies [F151if it appears to the appropriate regulator that a recognised body] has failed, or is likely to fail, to comply with any obligation imposed on it by [F152or under] [F153any qualifying provision] specified (or of a description specified) [F154for the purposes of this subsection] in an order made by the Treasury.]

F155(1B). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F156(1C)This section also applies if it appears to the Bank of England that a Tier 2 third country central counterparty has failed to comply with an obligation imposed on it by or under this Act, or by or under the EMIR regulation.]

(2)[F157The regulator concerned] may direct [F158the recognised body F159...] to take specified steps for the purpose of securing the body’s compliance with—

(a)the recognition requirements; or

(b)any obligation of the kind in question.

[F160(2ZA)Where this section applies by virtue of subsection (1C), the Bank of England may direct the Tier 2 third country central counterparty to take specified steps for the purpose of securing compliance with the obligations referred to in that subsection.]

[F161(2A)In the case of [F162a recognised body other than an overseas investment exchange or overseas clearing house], those steps may include—

(a)the granting to [F163the regulator concerned] of access to the premises of [F164the body] for the purpose of inspecting—

(i)those premises; or

(ii)any documents on the premises which appear to [F163the regulator concerned] to be relevant for the purpose mentioned in subsection (2);

(b)the suspension of the carrying on of any regulated activity by [F165the body] for the period specified in the direction.]

F166(2B). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F167(2C)In the case of a Tier 2 third country central counterparty, those steps may include—

(a)the granting to the Bank of England of access to any premises of the Tier 2 third country central counterparty for the purposes of inspecting—

(i)those premises; or

(ii)any documents on the premises which appear to the Bank of England to be relevant for the purposes mentioned in subsection (2ZA);

(b)the suspension for the period specified in the direction of the carrying on in the United Kingdom by the Tier 2 third country central counterparty of any activity in respect of which the third country central counterparty is exempt from the general prohibition.

(2D)The Bank of England may not inspect the premises or documents on the premises of a Tier 2 third country central counterparty without first informing the relevant third country competent authority, and inspections must be conducted in accordance with cooperation arrangements established under Article 25.7 of the EMIR regulation.

(2E)In subsection (2D), relevant third country competent authority means a regulatory authority of a country other than the United Kingdom which is responsible for the authorisation and supervision of central counterparties in its territory.]

(3)A direction under this section [F168(except a direction made under subsection (2ZA))] is enforceable, on the application of [F169the regulator concerned], by an injunction or, in Scotland, by an order for specific performance under section 45 of the M4Court of Session Act 1988.

(4)The fact that a rule made by a recognised body has been altered in response to a direction given by [F170an appropriate regulator] does not prevent it from being subsequently altered or revoked by the recognised body.

[F171296AAdditional power to direct [F172recognised central counterparties]U.K.

(1)The Bank of England may direct a [F173recognised central counterparty] to take, or refrain from taking, specified action if the Bank is satisfied that it is necessary to give the direction, having regard to the public interest in—

(a)protecting and enhancing the stability of the UK financial system,

(b)maintaining public confidence in the stability of the UK financial system,

(c)maintaining the continuity of the F174... clearing services provided by the [F175recognised central counterparty], and

(d)maintaining and enhancing the financial resilience of the [F175recognised central counterparty].

(2)The direction may, in particular—

(a)specify the time for compliance with the direction,

(b)require the rules of the [F175recognised central counterparty] to be amended, and

(c)override such rules (whether generally or in their application to a particular case).

(3)The direction may not require the [F175recognised central counterparty]—

(a)to take any steps for the purpose of securing its compliance with—

(i)the recognition requirements, or

(ii)any obligation of a kind mentioned in section 296(1)(b) or (1A), or

(b)to accept a transfer of property, rights or liabilities of another [F175recognised central counterparty].

(4)If the direction is given in reliance on section 298(7) the Bank must, within a reasonable time of giving the direction, give the [F175recognised central counterparty] a statement of its reasons—

(a)for giving the direction, and

(b)for relying on section 298(7).

(5)The direction is enforceable, on the application of the Bank, by an injunction or, in Scotland, by an order for specific performance under section 45 of the Court of Session Act 1988.

(6)The Bank may revoke a direction given under this section.]

297 Revoking recognition.U.K.

(1)A recognition order [F176in respect of a recognised investment exchange or in respect of a recognised clearing house which is not a recognised central counterparty] may be revoked by an order made by [F177the appropriate regulator] at the request, or with the consent, of the recognised body concerned.

[F178(1A)A central counterparty recognition order may be revoked by an order made by the Bank of England in accordance with Article 20 of the EMIR regulation.]

[F179(1B)A CSD recognition order may be revoked by an order made by the Bank of England in accordance with Article 20 of the CSD regulation.]

(2)If it appears to [F180the appropriate regulator] that a recognised body [F181which is not a recognised central counterparty] [F182or a recognised CSD]—

(a)is failing, or has failed, to satisfy the recognition requirements, or

(b)is failing, or has failed, to comply with any other obligation imposed on it by or under this Act,

it may make an order revoking the recognition order for that body even though the body does not wish the order to be made.

[F183(2A)If it appears to [F184the appropriate regulator] that a recognised body [F185which is not a recognised central counterparty] [F186or a recognised CSD] F187...—

(a)has not carried on the business of an investment exchange [F188or (as the case may be) of a clearing house] during the period of twelve months beginning with the day on which the recognition order took effect in relation to it,

(b)has not carried on the business of an investment exchange [F189or (as the case may be) of a clearing house] at any time during the period of six months ending with the relevant day, or

(c)has failed, or is likely to fail, to comply with any obligation imposed on it by [F190any qualifying provision] specified (or of a description specified) [F191for the purposes of this subsection] in an order made by the Treasury,

it may make an order revoking the recognition order for that body even though the body does not wish the order to be made.

(2B)The “relevant day”, for the purposes of paragraph (b) of subsection (2A), is the day on which the power to make an order under that subsection is exercised.

(2C)Subsection (2A) does not apply to an overseas investment exchange [F192or overseas clearing house].]

[F193(2D)If it appears to the Bank of England that a recognised central counterparty [F194or a recognised CSD] has failed, or is likely to fail, to comply with an obligation imposed on it by or under Article 4 or 15 of the SFT regulation it may make an order revoking the recognition order for that body even though the body does not wish the order to be made.]

(3)An order under this section (“a revocation order”) must specify the date on which it is to take effect.

(4)In the case of a revocation order made under subsection (2) [F195or (2A)], the specified date must not be earlier than the end of the period of three months beginning with the day on which the order is made.

(5)A revocation order may contain such transitional provisions as [F196the appropriate regulator] thinks necessary or expedient.

F197(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

298 Directions and revocation: procedure.U.K.

(1)Before giving a direction under section 296 [F198or 296A], or making a revocation order under section [F199297(1B), (2),] [F200(2A) or (2D)], [F201the appropriate regulator] must—

(a)give written notice of its intention to do so to the recognised body concerned;

F202(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F203(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)A notice under subsection (1) must—

(a)state why [F204the appropriate regulator] intends to give the direction or make the order; and

(b)draw attention to the right to make representations conferred by subsection (3).

(3)Before the end of the period for making representations—

(a)the recognised body,

F205(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F206(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

may make representations to [F207the appropriate regulator].

[F208(4)The period for making representations is such period as is specified in the notice (which may, in any particular case, be extended by the appropriate regulator).]

(5)In deciding whether to—

(a)give a direction, or

(b)make a revocation order,

[F209the appropriate regulator] must have regard to any representations made in accordance with subsection (3).

(6)When [F210the appropriate regulator] has decided whether to give a direction under section 296 [F211or 296A] or to make the proposed revocation order, it must—

(a)give the recognised body written notice of its decision; F212... [F213and

(aa)in the case of a direction under section 296 given to a recognised CSD F214... or a revocation order under section 297(1B), give the recognised CSD F214... reasons for its decision.]

F212(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F215(6A)If the appropriate regulator—

(a)gives a direction under section 296 to a recognised body because it has failed, or is likely to fail, to comply with an obligation imposed on it by or under Article 4 or 15 of the SFT regulation;

[F216(aa)gives any other direction under section 296 to a recognised CSD;

F217(ab). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(ac)makes a revocation order under section 297(1B);]

(b)makes a revocation order under section 297(2A)(c) because a recognised body has failed, or is likely to fail, to comply with an obligation imposed on it by or under Article 4 or 15 of the SFT regulation; or

(c)makes a revocation order under section 297(2D),

the body concerned may refer the matter to the Tribunal.]

(7)If [F218the appropriate regulator] [F219reasonably considers it necessary] to do so, it may give a direction under section 296 [F220or 296A]—

(a)without following the procedure set out in this section; or

(b)if [F218the appropriate regulator] has begun to follow that procedure, regardless of whether the period for making representations has expired.

[F221(7A)Subsection (7) does not apply in relation to a direction given to a recognised CSD F222... under section 296.

F223(7B). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

(8)If [F224the appropriate regulator] has, in relation to a particular matter, followed the procedure set out in subsections (1) to (5), it need not follow it again if, in relation to that matter, it decides to take action other than that specified in its notice under subsection (1).

F225(9). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

299 Complaints about recognised bodies.U.K.

(1)The [F226appropriate regulator] must make arrangements for the investigation of any relevant complaint about a recognised body.

(2)“Relevant complaint” means a complaint which the [F227appropriate regulator] considers is relevant to the question of whether the body concerned should remain a recognised body.

300 Extension of functions of Tribunal.U.K.

(1)If the Treasury are satisfied that the condition mentioned in subsection (2) is satisfied, they may by order confer functions on the Tribunal with respect to disciplinary proceedings—

(a)of one or more investment exchanges in relation to which a recognition order under section 290 is in force or of such investment exchanges generally, F228...

(b)of one or more clearing houses in relation to which a recognition order under that section is in force or of such clearing houses generally [F229or

(c)of one or more central securities depositories in relation to which a recognition order under that section is in force or of such central securities depositories generally].

(2)The condition is that it is desirable to exercise the power conferred under subsection (1) with a view to ensuring that—

(a)decisions taken in disciplinary proceedings with respect to which functions are to be conferred on the Tribunal are consistent with—

(i)decisions of the Tribunal in cases arising under Part VIII; and

(ii)decisions taken in other disciplinary proceedings with respect to which the Tribunal has functions as a result of an order under this section; or

(b)the disciplinary proceedings are in accordance with the Convention rights.

(3)An order under this section may modify or exclude any provision made by or under this Act with respect to proceedings before the Tribunal.

(4)“Disciplinary proceedings” means proceedings under the rules of an investment exchange [F230, clearing house or central securities depository] in relation to [F231a contravention of 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 by a person subject to the rules].

(5)“The Convention rights” has the meaning given in section 1 of the M5Human Rights Act 1998.

[F232Power to disallow excessive regulatory provisionU.K.

300APower of [F233appropriate regulator] to disallow excessive regulatory provisionU.K.

(1)This section applies where a recognised body proposes to make any regulatory provision in connection [F234with—

(a)its business as an investment exchange,

(b)the provision by it of clearing services, or

(c)the provision by it of services falling within section 285(2)(b) or (3)(b).]

(2)If it appears to the [F235appropriate regulator]—

(a)that the proposed provision will impose a requirement on persons affected (directly or indirectly) by it, and

(b)that the requirement is excessive,

the [F235appropriate regulator] may direct that the proposed provision must not be made.

(3)A requirement is excessive if—

(a)it is not required under F236... any enactment or rule of law in the United Kingdom, and

(b)either—

(i)it is not justified as pursuing a reasonable regulatory objective, or

(ii)it is disproportionate to the end to be achieved.

(4)In considering whether a requirement is excessive the [F237appropriate regulator] must have regard to all the relevant circumstances, including—

(a)the effect of existing legal and other requirements,

(b)the global character of financial services and markets and the international mobility of activity,

(c)the desirability of facilitating innovation, and

(d)the impact of the proposed provision on market confidence.

(5)In this section “requirement” includes any obligation or burden.

(6)Any provision made in contravention of a direction under this section is of no effect.]

[F238300BDuty to notify proposal to make regulatory provisionU.K.

(1)A recognised body that proposes to make any regulatory provision must give written notice of the proposal to the [F239appropriate regulator] without delay.

(2)The [F239appropriate regulator] may by rules under section 293 (notification requirements)—

(a)specify descriptions of regulatory provision in relation to which, or circumstances in which, the duty in subsection (1) above does not apply, or

(b)provide that the duty applies only to specified descriptions of regulatory provision or in specified circumstances.

(3)The [F239appropriate regulator] may also by rules under that section—

(a)make provision as to the form and contents of the notice required, and

(b)require the body to provide such information relating to the proposal as may be specified in the rules or as the [F239appropriate regulator] may reasonably require.

300CRestriction on making provision before [F240appropriate regulator] decides whether to actU.K.

(1)Where notice of a proposal to make regulatory provision is required to be given to the [F241appropriate regulator] under section 300B, the provision must not be made—

(a)before that notice is given, or

(b)subject to the following provisions of this section, before the end of the initial period.

(2)The initial period is—

(a)the period of 30 days beginning with the day on which the [F242appropriate regulator] receives notice of the proposal, or

(b)if any consultation period announced by the body in relation to the proposal ends after that 30-day period, the end of the consultation period.

(3)If before the end of the initial period the [F243appropriate regulator] notifies the body that it is calling in the proposal, the provisions of section 300D (consideration by [F243appropriate regulator] whether to disallow proposed provision) apply as to when the provision may be made.

(4)If—

(a)before the end of the initial period the [F244appropriate regulator] notifies the body that it is not calling in the proposal, or

(b)the initial period ends without the [F245appropriate regulator] having notified the body that it is calling in the proposal,

the body may then make the proposed provision.

(5)Any provision made in contravention of this section is of no effect.

300DConsideration by [F246appropriate regulator] whether to disallow proposed provisionU.K.

(1)This section applies where the [F247appropriate regulator] notifies a recognised body that it is calling in a proposal to make regulatory provision.

(2)The [F247appropriate regulator] must publish a notice—

(a)giving details of the proposed provision,

(b)stating that it has called in the proposal in order to consider whether to disallow it, and

(c)specifying a period during which representations with respect to that question may be made to it.

(3)The [F247appropriate regulator] may extend the period for making representations.

(4)The [F247appropriate regulator] must notify the body of its decision whether to disallow the provision not later than 30 days after the end of the period for making representations, and must publish the decision and the reasons for it.

(5)The body must not make the provision unless and until—

(a)the [F248appropriate regulator] notifies it of its decision not to disallow it, or

(b)the 30-day period specified in subsection (4) ends without the [F249appropriate regulator] having notified any decision.

(6)If [F250the appropriate regulator] notifies the body of its decision to disallow the provision and that decision is questioned in legal proceedings—

(a)the body must not make the provision until those proceedings, and any proceedings on appeal, are finally determined,

(b)if [F251the appropriate regulator's] decision is quashed and the matter is remitted to it for reconsideration, the court may give directions as to the period within which [F252the regulator concerned] is to complete its reconsideration, and

(c)the body must not make the provision until—

(i)[F253the appropriate regulator] notifies it of its decision on reconsideration not to disallow the provision, or

(ii)the period specified by the court ends without [F254the appropriate regulator] having notified any decision.

(7)Any provision made in contravention of subsection (5) or (6) is of no effect.

300EPower to disallow excessive regulatory provision: supplementaryU.K.

(1)In sections 300A to 300D—

(a)“regulatory provision” means any rule, guidance, arrangements, policy or practice, and

(b)references to making provision shall be read accordingly as including, as the case may require, issuing guidance, entering into arrangements or adopting a policy or practice.

(2)For the purposes of those sections a variation of a proposal is treated as a new proposal.

(3)Those sections do not apply to an overseas investment exchange [F255, overseas clearing house [F256, recognised central counterparty or recognised CSD]].]

[F257General rule-making powersU.K.

300FRules relating to central counterparties and central securities depositoriesU.K.

(1)The Bank of England may make such rules applying to FMI entities—

(a)with respect to the carrying on by them of relevant regulated activities, or

(b)with respect to the carrying on by them of an activity which is not a relevant regulated activity,

as appear to the Bank to be necessary or expedient for the purpose of advancing its Financial Stability Objective.

(2)Each of the following is an “FMI entity” for the purposes of this section—

(a)a recognised central counterparty;

(b)a recognised CSD;

(c)a third country central counterparty;

(d)a third country CSD.

(3)The power to make rules under subsection (1), so far as applying to a third country central counterparty or a third country CSD, is subject to section 300G.

(4)In this section “relevant regulated activity”—

(a)in relation to a recognised central counterparty, means a regulated activity described in section 285(3A);

(b)in relation to a recognised CSD, means a regulated activity described in section 285(3D);

(c)in relation to a third country central counterparty, means a regulated activity described in section 285(3C);

(d)in relation to a third country CSD, means a regulated activity described in section 285(3G).

(5)Rules under this section may include—

(a)provision applying to an FMI entity even though there is no relationship between the entity to which the rules will apply and the persons whose interests will be protected by the rules;

(b)requirements which take into account, in the case of an FMI entity which is a member of a group, any activity of another member of the group.

300GSection 300F: rules in relation to overseas FMI entitiesU.K.

(1)The power to make rules under section 300F, so far as applying to an FMI entity of the kind mentioned in subsection (2)(c) or (d) of that section (an “overseas FMI entity”), is exercisable—

(a)only by the application of corresponding rules, and

(b)except in the case of systemic third country CCPs (see subsection (6)), only so far as authorised by regulations made by the Treasury.

(2)The reference in subsection (1)(a) to “corresponding rules” is—

(a)in relation to rules that would apply to a third country central counterparty, rules under section 300F that apply to a recognised central counterparty;

(b)in relation to rules that would apply to a third country CSD, rules under section 300F that apply to a recognised CSD.

(3)Rules may be applied in accordance with subsection (1)(a)—

(a)by applying all corresponding rules or only such corresponding rules as the Bank considers appropriate;

(b)with such modifications as the Bank considers appropriate for the purpose of ensuring the effectiveness of the rules in their application to the overseas FMI entities concerned (having regard in particular to the establishment of such entities in countries other than the United Kingdom).

(4)Regulations under subsection (1)(b) may authorise the making of rules generally in respect of overseas FMI entities or only in respect of overseas FMI entities which—

(a)are specified or described in the regulations, or

(b)satisfy conditions specified in the regulations.

(5)Regulations under subsection (1)(b) may—

(a)provide for the power to make rules under section 300F, so far as applying to an overseas FMI entity, to be subject to such limitations or conditions as may be specified in the regulations;

(b)make provision by reference to matters to be determined by the Bank;

(c)provide for exemptions.

(6)The restriction imposed by subsection (1)(b) does not apply in the case of systemic third country CCPs (and accordingly references to overseas FMI entities in subsections (4) and (5) do not include references to systemic third country CCPs).

(7)A “systemic third country CCP” means any third country central counterparty that the Bank has determined is systemically important, or is likely to become systemically important, to the financial stability of the United Kingdom.

(8)The Bank must publish notice of any determination made under subsection (7).

(9)A determination under subsection (7) must be made in accordance with such criteria of general application as are set out in regulations made by the Treasury for the purposes of this section.

(10)In making a determination under subsection (7) the Bank must also have regard to any statement of policy prepared and published by the Bank for the purposes of providing further specification of the criteria of general application mentioned in subsection (9).

(11)The Bank—

(a)may alter or replace a statement of policy prepared for the purposes of this section;

(b)must publish a statement as altered or replaced.

(12)Publication under this section is to be made in such manner as the Bank considers best designed to bring the publication to the attention of the public.

(13)The Treasury must consult the Bank before making regulations under subsection (9).

(14)The Treasury may by regulations provide for other provisions of this Act to apply in relation to third country central counterparties, or third country CSDs, to which rules under section 300F apply, with such modifications as may be specified in the regulations.]

[F258300HRules relating to investment exchanges and data reporting service providersU.K.

(1)The FCA may make such rules applying to recognised UK investment exchanges or data reporting service providers—

(a)with respect to the carrying on by them of relevant activities, or

(b)with respect to the carrying on by them of an activity which is not a relevant activity,

as appear to the FCA to be necessary or expedient for the purpose of advancing one or more of its operational objectives.

(2)In this section “relevant activity”—

(a)in relation to a recognised UK investment exchange, means a regulated activity described in section 285(2);

(b)in relation to a data reporting service provider, means providing a data reporting service.

(3)Rules under this section may include—

(a)provision applying to a recognised UK investment exchange or data reporting service provider even though there is no relationship between that person and the persons whose interests will be protected by the rules;

(b)requirements which take into account, in the case of a recognised UK investment exchange or data reporting service provider which is a member of a group, any activity of another member of the group.

F259(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)In this section—

• “data reporting service” and “data reporting service provider” have the meanings given by regulation 2 of the [F260Data Reporting Services Regulations 2024];

• “recognised UK investment exchange” means a recognised investment exchange that is not an overseas investment exchange as defined in section 313(1).]