# The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, Article 3: Interpretation: unlisted companies

Extent: E+W+S+N.I.

(1) In this Order, an “unlisted company” means a body corporate the shares in which are not—
(a) listed or quoted on an investment exchange whether in the United Kingdom or elsewhere;
(b) shares in respect of which information is, with the agreement or approval of any officer of the company, published for the purpose of facilitating deals in the shares indicating prices at which persons have dealt or are willing to deal in them other than persons who, at the time the information is published, are existing members of a relevant class; or
(c) subject to a marketing arrangement which accords to the company the facilities referred to in section 693(3)(b) of the 2006 Act.
(1A) The shares in a body corporate are not to be regarded as falling within paragraph (1)(a) or (b) by reason only of either or both of the following—
(a) their being traded on a PISCES for which an operator has an approval in force under regulation 10 of the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025;
(b) information being communicated about prices at which persons have dealt or are willing to deal in them on such a PISCES.
(2) For the purpose of paragraph (1)(b), a person is to be regarded as a member of a relevant class if he was, at the relevant time—
(a) an existing member or debenture holder of the company;
(b) an existing employee of the company;
(c) a close relative of such a member or employee; or
(d) a trustee (acting in his capacity as such) of a trust, the principal beneficiary of which is a person within any of sub-paragraphs (a), (b) and (c).
(3) In this Order references to shares in and debentures of an unlisted company are references to—
(a) in the case of a body corporate which is a company within the meaning of the 2006 Act (see section 1), shares and debentures within the meaning of that Act (see sections 540(1) and (4) and 738);
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(c) in the case of any other body corporate, investments falling within paragraph 14, 15 or 15A of Schedule 1 to this Order.

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Source: https://www.legislation.gov.uk/uksi/2005/1529/article/3 (the official version)
Page: https://openlegislation.uk/financial-services-and-markets-act-2000-financial-promotion-order-2005/article-3
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.