• Schedule 2 Schedule 2 Financial Promotions

    Section 18(5)

    • 1. Interpretation

      In this Schedule —

      (a) any reference to a communication being made to another person is a reference to a communication being addressed, whether orally or in legible form, to a particular person or persons (for example where it is contained in a telephone call or letter);
      (b) any reference to a communication being directed at persons is a reference to a communication being addressed to persons generally (for example where it is contained in a television broadcast or web site);
      (c) references to a real time communication are references to any communication made in the course of a personal visit, telephone conversation or other interactive dialogue;
      (d) a non-real time communication is a communication not falling within sub-paragraph (c) including communications made by letter or e-mail or contained in a Publication;
      (e) a real time communication is solicited where it is made in the course of a personal visit, telephone call or other interactive dialogue if that call, visit or dialogue —
      (i) was initiated by the Recipient of the communication; or
      (ii) takes place in response to an express request from the Recipient of the communication; and
      (f) a real time communication is unsolicited where it is made otherwise than as described in sub-paragraph (e).

    • 2. Degree of prominence to be given to required indications

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

      (a) in a way that can be easily understood; and
      (b) in such manner as, depending on the means by which the communication is made or directed, is best calculated to bring the matter in question to the attention of the Recipient and to allow him to consider it.

    • 3. Combination of different exemptions

      In respect of any communication a person may rely on the application of one or more of the exemptions in this Schedule.

    • Exempt Communications

      • 4. Communications to non-Abu Dhabi Global Market Recipients and Authorised Persons or Recognised Bodies

        (1) Subject to sub-paragraph (3), the Financial Promotion Restriction does not apply to any communication which —
        (a) is made only to Recipients whom the person making the communication believes on reasonable grounds to be Authorised Persons or Recognised Bodies or persons outside the Abu Dhabi Global Market; or
        (b) may reasonably be regarded as being directed (whether from inside or outside the Abu Dhabi Global Market) only at Authorised Persons or Recognised Bodies or persons outside the Abu Dhabi Global Market.
        (2) A communication will fall within the exemption in sub-paragraph (1)(b) if the conditions set out in sub-paragraphs (a) to (d) are met. In any other case where one or more of the conditions in sub-paragraphs (a) to (d) are met, that fact is to be taken into account in determining whether or not the exemption in sub-paragraph (1)(b) applies. The conditions in this paragraph are that —
        (a) the communication is accompanied by an indication that it is directed only at persons falling in sub-paragraph (1)(b), that it must not be acted or relied upon by any other persons and that any investment or investment activity to which it relates is available only to such persons or will be engaged in only with such persons;
        (b) the communication is not referred to in, or directly accessible from, any other communication made to a person or directed at persons other than those falling under sub-paragraph (1)(b) by the person directing the communication;
        (c) there are in place proper systems and procedures to prevent Recipients other than those falling under sub-paragraph (1)(b) from Engaging in the Investment Activity to which the communication relates with the person directing the communication, a Close Relative of his or a member of the same Group;
        (d) the communication is included in —
        (i) a web site, newspaper, journal, magazine or periodical Publication which is principally accessed in or intended for a market outside the U.A.E.; or
        (ii) a radio or television broadcast transmitted principally for reception outside the U.A.E.
        (3) Sub-paragraphs (1)(a) and (b) do not apply to an Unsolicited Real Time Communication unless —
        (a) it is made from a place outside the Abu Dhabi Global Market; and
        (b) it is made for the purposes of a business which is carried on outside the Abu Dhabi Global Market and which is not carried on in the Abu Dhabi Global Market.
        (4) A communication may be treated as made only to or directed only at persons falling under sub-paragraph (1)(a) or (b) even if it is also made to or directed at other persons to whom it may lawfully be communicated.

    • 5. Communications from Customers and potential Customers

      (1) The Financial Promotion Restriction does not apply to any communication made by or on behalf of a person ("Customer") to one other person ("supplier") —
      (a) in order to obtain information about a Specified Investment available from or a controlled service provided by the supplier; or
      (b) in order that the Customer can acquire a Specified Investment from that supplier or be supplied with a controlled service by that supplier.
      (2) For the purposes of sub-paragraph (1), a controlled service is a service the provision of which results in either the Customer or the supplier Engaging in Investment Activity.

    • 6. Follow up non-real time communications and Solicited Real Time Communications

      (1) Where a person makes or directs a communication (the "first communication") which is exempt from the Financial Promotion Restriction because, in compliance with the requirements of another provision of this Schedule, it is accompanied by certain indications or contains certain information, then the Financial Promotion Restriction does not apply to any subsequent communication which complies with the requirements of sub-paragraph (2).
      (2) The requirements of this paragraph are that the subsequent communication —
      (a) is a non-real time communication or a Solicited Real Time Communication;
      (b) is made by, or on behalf of, the same person who made the first communication;
      (c) is made to a Recipient of the first communication;
      (d) relates to the same kind of activity and the same Specified Investment as the first communication; and
      (e) is made within 12 months of the Recipient receiving the first communication.
      (3) The provisions of this paragraph only apply in the case of a person who makes or directs a communication on behalf of another where the first communication is made by that other person.
      (4) Where a person makes or directs a communication on behalf of another person in reliance on the exemption contained in this paragraph, the person on whose behalf the communication was made or directed remains responsible for the content of that communication.

    • 7. Introductions

      (1) If the requirements of sub-paragraph (2) are met, the Financial Promotion Restriction does not apply to any communication which is made with a view to or for the purposes of introducing the Recipient to —
      (a) an Authorised Person who carries on the activity to which the communication relates; or
      (b) an Exempt Person where the communication relates to an activity in relation to which he is an Exempt Person.
      (2) The requirements of this paragraph are that —
      (a) the maker of the communication ("A") is not a Close Relative of, nor a member of the same Group as, the person to whom the introduction is, or is to be, made;
      (b) A does not receive from any person other than the Recipient any pecuniary reward or other advantage arising out of his making the introduction; and
      (c) it is clear in all the circumstances that the Recipient, in his capacity as an investor, is not seeking and has not sought advice from A as to the merits of the Recipient Engaging in Investment Activity (or, if the client has sought such advice, A has declined to give it, but has recommended that the Recipient seek such advice from an Authorised Person).

    • 8. Generic promotions

      The Financial Promotion Restriction does not apply to any communication which —

      (a) does not identify (directly or indirectly) a person who provides the Specified Investment to which the communication relates; and
      (b) does not identify (directly or indirectly) any person as a person who Engages in Investment Activity in relation to that investment.

    • 9. Exempt Persons

      (1) The Financial Promotion Restriction does not apply to any communication which —
      (a) is a non-real time communication or a Solicited Real Time Communication;
      (b) is made or directed by an Exempt Person; and
      (c) is for the purposes of that Exempt Person's business of carrying on an activity in relation to which he is an Exempt Person.

    • 10. Communications caused to be made or directed by unauthorised persons

      (1) If a condition in sub-paragraph (2) is met, the Financial Promotion Restriction does not apply to a communication caused to be made or directed by an unauthorised person which is made or directed by an Authorised Person.
      (2) The conditions in this paragraph are that —
      (a) the Authorised Person prepared the content of the communication; or
      (b) it is a real-time communication.

    • 11. Mere conduits

      (1) Subject to sub-paragraph (4), the Financial Promotion Restriction does not apply to any communication which is made or directed by a person who acts as a mere conduit for it.
      (2) A person acts as a mere conduit for a communication if —
      (a) he communicates it in the course of an activity carried on by him, the principal purpose of which is transmitting or receiving material provided to him by others;
      (b) the content of the communication is wholly devised by another person; and
      (c) the nature of the service provided by him in relation to the communication is such that he does not select, modify or otherwise exercise control over its content prior to its transmission or receipt.
      (3) For the purposes of sub-paragraph (2)(c) a person does not select, modify or otherwise exercise control over the content of a communication merely by removing or having the power to remove material —
      (a) which is, or is alleged to be, illegal, defamatory or in breach of intellectual property laws;
      (b) in response to a request to a body which is empowered by or under any enactment to make such a request; or
      (c) when otherwise required to do so by law.
      (4) Nothing in sub-paragraph (1) prevents the application of the Financial Promotion Restriction in so far as it relates to the person who has caused the communication to be made or directed.

    • 12. Communications by and to journalists

      (1) Subject to sub-paragraph (2), the Financial Promotion Restriction does not apply to any non-real time communication if —
      (a) the content of the communication is devised by a person acting in the capacity of a journalist;
      (b) the communication is contained in a qualifying publication; and
      (c) in the case of a communication requiring disclosure, one of the conditions in sub-paragraph (2) is met.
      (2) The conditions in this paragraph are that —
      (a) the communication is accompanied by an indication explaining the nature of the author's financial interest or that of a member of his family (as the case may be);
      (b) the authors are subject to proper systems and procedures which prevent the Publication of communications requiring disclosure without the explanation referred to in sub-paragraph (a); or
      (c) the qualifying publication in which the communication appears falls within the remit of the U.A.E. National Media Council or similar international body.
      (3) For the purposes of this paragraph, a communication requires disclosure if —
      (a) an author of the communication or a member of his family is likely to obtain a financial benefit or avoid a financial loss if people act in accordance with the invitation or inducement contained in the communication;
      (b) the communication relates to a Specified Investment of a kind falling within sub-paragraph (5); and
      (c) the communication identifies directly a person who issues or provides the Specified Investment to which the communication relates.
      (4) The Financial Promotion Restriction does not apply to any non-real time communication relating to a Specified Investment falling under sub-paragraph (5) if —
      (a) the content of the communication is to a person acting in the capacity of a journalist; and
      (b) the journalist is employed by the publisher of, or regularly contributes as a freelance to, qualifying publications.
      (5) A Specified Investment falls within this paragraph if it is —
      (a) an investment falling within paragraph 87 of Schedule 1 (Shares etc.);
      (b) an investment falling within paragraph 94 of that Schedule (Options) to acquire or dispose of an investment falling within sub-paragraph (a);
      (c) an investment falling within paragraph 95 of that Schedule (Futures) being rights under a contract for the sale of an investment falling within sub-paragraph (a); or
      (d) an investment falling within paragraph 96 of that Schedule (Contracts for differences etc.) being rights under a contract relating to, or to fluctuations in, the value or price of an investment falling within sub-paragraph (a).
      (6) For the purposes of this paragraph —
      (a) the authors of the communication falling under sub-paragraph (1) are the person who devises the content of the communication and the person who is responsible for deciding to include the communication in the qualifying publication;
      (b) a "qualifying publication" is a Publication or service of the kind mentioned in paragraph 29(1) or (2) of Schedule 1 and which is of the nature described in that paragraph, and for the purposes of this paragraph, a certificate given under paragraph 29(3) of that Schedule and not revoked is conclusive evidence of the matters certified;
      (c) the members of a person's family are his spouse, partner, parent, child or sibling.

    • 13. Promotion broadcast by a Director etc.

      (1) The Financial Promotion Restriction does not apply to a communication which is communicated as part of a qualifying service by a person ("D") who is a Director or employee of an undertaking ("U") where —
      (a) the communication invites or induces the Recipient to acquire —
      (i) a Specified Investment of the kind falling within paragraph 12(5) which is issued by U (or by an undertaking in the same Group as U); or
      (ii) a Specified Investment issued or provided by an Authorised Person in the same Group as U;
      (b) the communication —
      (i) comprises words which are spoken by D and not broadcast, transmitted or displayed in writing; or
      (ii) is displayed in writing only because it forms part of an interactive dialogue to which D is a party and in the course of which D is expected to respond immediately to questions put by a Recipient of the communication;
      (c) the communication is not part of an organised marketing campaign; and
      (d) the communication is accompanied by an indication that D is a Director or employee (as the case may be) of U.
      (2) For the purposes of this paragraph, a "qualifying service" is a service —
      (a) which is broadcast or transmitted in the form of television or radio programmes; or
      (b) displayed on a web site (or similar system for the electronic display of information) comprising regularly updated news and information;
      provided that the principal purpose of the service, taken as a whole and including any advertisements and other promotional material contained in it, is neither of the purposes described in paragraph 29(1)(a) or (b) of Schedule 1.
      (3) For the purposes of sub-paragraph (2), a certificate given under paragraph 29(3) of Schedule 1 and not revoked is conclusive evidence of the matters certified.

    • 14. One off non-real time communications and Solicited Real Time Communications

      (1) The Financial Promotion Restriction does not apply to a one off communication which is either a non-real time communication or a Solicited Real Time Communication.
      (2) If all the conditions set out in sub-paragraph (3) are met in relation to a communication it is to be regarded as a one off communication. In any other case in which one or more of those conditions are met, that fact is to be taken into account in determining whether the communication is a one off communication (but a communication may still be regarded as a one off communication even if none of the conditions in sub-paragraph (3) are met).
      (3) The conditions in this paragraph are that —
      (a) the communication is made only to one Recipient or only to one group of Recipients in the expectation that they would Engage in Investment Activity jointly;
      (b) the identity of the product or service to which the communication relates has been determined having regard to the particular circumstances of the Recipient; and
      (c) the communication is not part of an organised marketing campaign.

    • 15. One off Unsolicited Real Time Communications

      (1) The Financial Promotion Restriction does not apply to an Unsolicited Real Time Communication if the conditions in sub-paragraph (2) are met.
      (2) The conditions in this paragraph are that —
      (a) the communication is a one off communication;
      (b) the communicator believes on reasonable grounds that the Recipient understands the risks associated with Engaging in the Investment Activity to which the communication relates; and
      (c) at the time that the communication is made, the communicator believes on reasonable grounds that the Recipient would expect to be contacted by him in relation to the investment activity to which the communication relates.
      (3) Paragraphs 14(2) and (3) apply in determining whether a communication is a one off communication for the purposes of this paragraph as they apply for the purposes of paragraph 14.

    • 16. Communications required or authorised by enactments

      The Financial Promotion Restriction does not apply to any communication which is required or authorised by or under any enactment other than these Regulations.

    • 17. Non-Abu Dhabi Global Market Communicators: Solicited Real Time Communication

      The Financial Promotion Restriction does not apply to any Solicited Real Time Communication which is made by a Non-Abu Dhabi Global Market Communicator from outside the Abu Dhabi Global Market in the course of or for the purposes of his carrying on the business of engaging in Regulated Activities outside the Abu Dhabi Global Market.

    • 18. Governments, central banks etc.

      The Financial Promotion Restriction does not apply to any communication which —

      (a) is a non-real time communication or a Solicited Real Time Communication;
      (b) is communicated by and relates only to Specified Investments issued, or to be issued, by —
      (i) any Government, Government ministry, Government department or similar body;
      (ii) any local authority;
      (iii) any International Organisation;
      (iv) the Central Bank of the U.A.E;
      (v) the central bank of any country, legal jurisdiction or territory outside the Abu Dhabi Global Market.

    • 19. Financial markets

      (1) The Financial Promotion Restriction does not apply to any communication —
      (a) which is a non-real time communication or a Solicited Real Time Communication;
      (b) which is communicated by a Recognised Body; and
      (c) to which sub-paragraph (2) or (3) applies.
      (2) This paragraph applies to a communication if —
      (a) it relates only to facilities provided by the Recognised Body; and
      (b) it does not identify (directly or indirectly) —
      (i) any particular investment issued, traded or cleared or to be issued, traded or cleared by or available from an identified person as one that may be traded, cleared or dealt in on the Recognised Body; or
      (ii) any particular person as a person through whom transactions on the Recognised Body may be effected.
      (3) This paragraph applies to a communication if —
      (a) it relates only to a particular investment falling within paragraph 94, 95 or 96 of Schedule 1; and
      (b) it identifies the investment as one that may be traded or dealt in on the market.

    • 20. Persons in the business of placing promotional material

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

    • 21. Joint Enterprises

      The Financial Promotion Restriction does not apply to any communication which is made or directed by a participator in a Joint Enterprise to or at another participator in the same Joint Enterprise in connection with, or for the purposes of, that enterprise.

    • 22. Members and creditors of Bodies Corporate

      (1) The Financial Promotion Restriction does not apply to any non-real time communication or Solicited Real Time Communication which is communicated —
      (a) by, or on behalf of, a Body Corporate or member of the Group of such Body Corporate ("A"); and
      (b) to persons whom the person making or directing the communication believes on reasonable grounds to be persons to whom sub-paragraph (2) applies;
      and which relates only to a Relevant Security which is issued or to be issued by A, or by an undertaking ("U") in the same Group as A.
      (2) This paragraph applies to —
      (a) a creditor or member of A or of U;
      (b) a person who is entitled to a Relevant Security which is issued, or to be issued, by A or by U;
      (c) a person who is entitled, whether conditionally or unconditionally, to become a member of A or of U but who has not yet done so;
      (d) a person who is entitled, whether conditionally or unconditionally, to have transferred to him title to a Relevant Security which is issued by A or by U but has not yet acquired title to the Security.
      (3) For the purposes of this paragraph, a Security falling within paragraph 91 or 92 of Schedule 1 is treated as issued by the person ("P") who issued the Security in respect of which the Security confers rights if it is issued by —
      (a) an undertaking in the same Group as P; or
      (b) a person acting on behalf of, or pursuant to arrangements made with, P.

    • 23. Group companies

      The Financial Promotion Restriction does not apply to any communication made by one Body Corporate in a Group to another Body Corporate in the same Group.

    • 24. Persons in the business of disseminating information

      (1) The Financial Promotion Restriction does not apply to any communication which is made only to Recipients whom the person making the communication believes on reasonable grounds to be persons to whom sub-paragraph (2) applies.
      (2) This paragraph applies to —
      (a) a person who receives the communication in the course of a business which involves the dissemination through a Publication of information concerning Regulated Activities;
      (b) a person whilst acting in the capacity of Director, officer or employee of a person falling within sub-paragraph (a) being a person whose responsibilities when acting in that capacity involve him in the business referred to in that sub-paragraph; or
      (c) any person to whom the communication may otherwise lawfully be made.

    • 25. Settlors, trustees and personal representatives

      The Financial Promotion Restriction does not apply to any communication which is made between —

      (a) a person when acting as a settlor or grantor of a trust, a trustee or a personal representative; and
      (b) a trustee of the trust, a fellow trustee or a fellow personal representative (as the case may be);

      if the communication is made for the purposes of the trust or estate.

    • 26. Beneficiaries of trust, will or intestacy

      The Financial Promotion Restriction does not apply to any communication which is made —

      (a) between a person when acting as a settlor or grantor of a trust, trustee or personal representative and a beneficiary under the trust, will or intestacy; or
      (b) between a beneficiary under a trust, will or intestacy and another beneficiary under the same trust, will or intestacy;

      if the communication relates to the management or distribution of that trust fund or estate.

    • 27. Insolvency Practitioners

      The Financial Promotion Restriction does not apply to any non-real time communication or Solicited Real Time Communication by a person Acting as an Insolvency Practitioner who carries on an activity which would be a Regulated Activity but for paragraph 82 of Schedule 1.

    • 28. Persons placing promotional material in particular Publications

      The Financial Promotion Restriction does not apply to any communication received by a person who receives the Publication in which the communication is contained because he has himself placed an advertisement in that Publication.

    • 29. Annual accounts and Directors' report

      (1) If the requirements in sub-paragraphs (2) to (5) are met, the Financial Promotion Restriction does not apply to any communication by a Body Corporate which —
      (a) consists of, or is accompanied by, the whole or any part of the annual accounts of a Body Corporate; or
      (b) is accompanied by any report which is prepared and approved by the Directors of such a Body Corporate under sections 400 (Duty to prepare Directors' report) and 404 (Approval and signing of Directors' report) of the Companies Regulations 2015;
      (2) The requirements of this paragraph are that the communication —
      (a) does not contain any invitation to persons to underwrite, subscribe for, or otherwise acquire or dispose of, a Specified Investment; and
      (b) does not advise persons to engage in any of the activities within sub-paragraph (a).
      (3) The requirements of this paragraph are that the communication does not contain any invitation to persons to make use of any services provided by that Body Corporate (or by any named person) in the course of carrying on such activity.
      (4) The requirements of this paragraph are that the communication does not contain any inducement relating to an investment other than one issued, or to be issued, by the Body Corporate (or another Body Corporate in the same Group) which falls within —
      (a) paragraph 87, 88 or 89 of Schedule 1; or
      (b) paragraph 91 or 92 of that Schedule, so far as relating to any investments within sub-paragraph (a).
      (5) The requirements of this paragraph are that the communication does not contain any reference to —
      (a) the price at which investments issued by the Body Corporate have in the past been bought or sold; or
      (b) the yield on such investments;
      unless it is also accompanied by an indication that past performance cannot be relied on as a guide to future performance.
      (6) For the purposes of sub-paragraph (5)(b), a reference, in relation to an investment, to earnings, dividend or nominal rate of interest payable shall not be taken to be a reference to the yield on the investment.
      (7) "Annual accounts" means accounts of a description specified by the Regulator in Rules made by the Regulator.

    • 30. Participation in employee share schemes

      (1) The Financial Promotion Restriction does not apply to any communication by a person ("C"), a member of the same Group as C or a relevant trustee where the communication is for the purposes of an employee share scheme and relates to any of the following investments issued, or to be issued, by C —
      (a) investments falling within paragraph 87, 88 or 89 of Schedule 1;
      (b) investments falling within paragraph 91 or 92 of that Schedule so far as relating to any investments within sub-paragraph (a); or
      (c) investments falling within paragraph 94 or 98 of that Schedule so far as relating to any investments within sub-paragraph (a) or (b).
      (2) In this paragraph, "employee share scheme", in relation to any investments issued by C, means arrangements made or to be made by C or by a person in the same Group as C to enable or facilitate —
      (a) transactions in the investments specified in sub-paragraphs (1)(a) or (b) between or for the benefit of —
      (i) the bona fide employees or former employees of C or of another member of the same Group as C;
      (ii) the wives, husbands, widows, widowers, surviving or children or step-children under the age of eighteen of such employees or former employees; or
      (b) the holding of those investments by, or for the benefit of, such persons.
      (3) In this paragraph, "relevant trustee" means a person who, in pursuance of an actual or proposed employee share scheme, holds as trustee or will hold as trustee investments issued by C.

    • 31. Sale of goods and supply of services

      (1) In this paragraph —
      "supplier" means a person whose main business is to sell goods or supply services and, where the supplier is a member of a Group, also means any other member of that Group;

      "Customer" means a person, other than an individual, to whom a supplier sells goods or supplies services, or agrees to do so, and, where the Customer is a member of a Group, also means any other member of that Group;

      a "related sale or supply" means a sale of goods or supply of services to the Customer otherwise than by the supplier, but for or in connection with the same purpose as the sale or supply mentioned above.
      (2) The Financial Promotion Restriction does not apply to any non-real time communication or any Solicited Real Time Communication made by a supplier to a Customer of his for the purposes of, or in connection with, the sale of goods or supply of services or a related sale or supply.
      (3) But the exemption in sub-paragraph (2) does not apply if the communication relates to —
      (a) a Contract of Insurance or Units in a Collective Investment Fund; or
      (b) investments falling within paragraph 98 of Schedule 1 so far as relating to investments within sub-paragraph (a).
      (4) The exemption in sub-paragraph (2) also does not apply if the communication is made by a person carrying on, or in relation to, an activity of a kind specified in paragraph 50 of Schedule 1.

    • 32. Sale of a Body Corporate

      (1) The Financial Promotion Restriction does not apply to any communication by, or on behalf of, a Body Corporate, a Partnership, a single individual or a Group of Connected Individuals or an officer of them which relates to a transaction falling within sub-paragraph (2).
      (2) A transaction falls within this paragraph if —
      (a) it is one to acquire or dispose of Shares in a Body Corporate or is entered into for the purposes of such an acquisition or disposal; and
      (b) either —
      (i) the conditions set out in sub-paragraph (3) are met; or
      (ii) those conditions are not met, but the object of the transaction may nevertheless reasonably be regarded as being the acquisition of day-to-day control of the affairs of the Body Corporate.
      (3) The conditions mentioned in sub-paragraph (2)(b) are that —
      (a) the Shares consist of or include 50 per cent. or more of the Voting Shares in the Body Corporate; or
      (b) the Shares, together with any already held by the person acquiring them, consist of or include at least that percentage of such Shares; and
      (c) in either case, the acquisition or disposal is, or is to be, between parties each of whom is a Body Corporate, a Partnership, a single individual or a Group of Connected Individuals.
      (4) A "Group of Connected Individuals" means —
      (a) in relation to a party disposing of Shares in a Body Corporate, a single group of persons each of whom is —
      (i) a Director or manager of the Body Corporate;
      (ii) a Close Relative of any such Director or manager; or
      (iii) a person acting as trustee for, or nominee of, any person falling within sub-paragraph (i) or (ii); and
      (b) in relation to a party acquiring Shares in a Body Corporate, a single group of persons each of whom is —
      (i) a person who is or is to be a Director or manager of the Body Corporate;
      (ii) a Close Relative of any such person; or
      (iii) a person acting as trustee for or nominee of any person falling within sub-paragraph (i) or (ii).

    • 33. Promotions required or permitted by the rules of certain markets

      (1) The Financial Promotion Restriction does not apply to any communication which —
      (a) is a non-real time communication or a Solicited Real Time Communication;
      (b) relates to an investment which falls within any of paragraphs 87 to 92 of Schedule 1 and which is permitted to be traded or dealt in on a relevant market; and
      (c) is required or expressly permitted to be communicated by —
      (i) the rules of the relevant market;
      (ii) a body which regulates the market; or
      (iii) a body which regulates offers or issues of investments to be traded on such a market.
      (2) The exemption does not apply to the extent that the communication contains any statements not so required or expressly permitted.
      (3) In sub-paragraph (1), "relevant market" means a Recognised Investment Exchange or such other market as the Regulator may specify in Rules.

    • 34. Promotions of Financial Instruments already admitted to certain markets

      (1) If the requirements of sub-paragraph (2) are met, the Financial Promotion Restriction does not apply to any communication which —
      (a) is a non-real time communication or a Solicited Real Time Communication;
      (b) is communicated by a Body Corporate or member of the Group of such Body Corporate ("A"); and
      (c) relates only to Relevant Securities issued, or to be issued, by A or by another Body Corporate in the same Group;
      if Relevant Securities issued by A or by any such Body Corporate are permitted to be traded on a Recognised Investment Exchange.
      (2) The requirements of this paragraph are that the communication —
      (a) is not, and is not accompanied by, an invitation to Engage in Investment Activity;
      (b) is not, and is not accompanied by, an inducement relating to an investment other than one issued, or to be issued, by A (or another Body Corporate in the same Group);
      (c) is not, and is not accompanied by, an inducement relating to a Relevant Security which refers to —
      (i) the price at which Relevant Securities have been bought or sold in the past; or
      (ii) the yield on such Securities;
      unless the inducement also contains an indication that past performance cannot be relied on as a guide to future performance.
      (3) For the purposes of this paragraph, a Security falling within paragraph 91 or 92 of Schedule 1 is treated as issued by the person ("P") who issued the Security in respect of which the investment confers rights if it is issued by —
      (a) an undertaking in the same Group as P; or
      (b) a person acting on behalf of, or pursuant to, arrangements made with P.
      (4) For the purposes of sub-paragraph (2)(c)(ii), a reference, in relation to an investment, to earnings, dividend or nominal rate of interest payable shall not be taken to be a reference to the yield on the investment.

    • 35. Promotions included in Prospectuses

      (1) The Financial Promotion Restriction does not apply to any non-real time communication which is included in —
      (a) a Prospectus or supplementary prospectus approved by the Regulator in accordance with Part 6, or any Rules under that Part;
      (b) part of such a Prospectus or supplementary prospectus; or
      (c) any other Document required or permitted to be published by Rules made under Part 6.
      (2) The Financial Promotion Restriction does not apply to any non-real time communication comprising the final terms of an offer or the final offer price or amount of Securities which will be offered to the public.

    • 36. Material relating to Prospectus for public offer of unlisted Securities

      (1) The Financial Promotion Restriction does not apply to any non-real time communication relating to a Prospectus or supplementary prospectus where the only reason for considering it to be an invitation or inducement is that it does one or more of the following —
      (a) it states the name and address of the person by whom the Securities to which the Prospectus or supplementary prospectus relates are to be offered;
      (b) it gives other details for contacting that person;
      (c) it states the nature and the nominal value of the Securities to which the Prospectus or supplementary prospectus relates, the number offered and the price at which they are offered;
      (d) it states that a Prospectus or supplementary prospectus is or will be available (and, if it is not yet available, when it is expected to be);
      (e) it gives instructions for obtaining a copy of the Prospectus or supplementary prospectus.
      (2) In this paragraph, references to a Prospectus or supplementary prospectus are references to a Prospectus or supplementary prospectus which is published in accordance with Rules made under Part 6.