12 In section 294 (modification or waiver of rules), in subsections (1), (2), (4) and
(6), for “Authority” substitute “appropriate regulator”.

13 (1) Section 295 (notification: overseas investment exchanges and overseas
clearing houses) is amended as follows.

(2) 5In subsection (1), for “the Authority” substitute “the appropriate regulator”.

(3) In subsection (2), for the words from “likely” to the end substitute “likely to
affect the appropriate regulator’s assessment of whether it is satisfied as to
the requirements set out in section 292(3)”.

(4) In subsection (3), for “the Authority” substitute “the appropriate regulator”.

(5) 10Omit subsection (4).

14 (1) Section 296 (power to give directions) is amended as follows.

(2) In subsection (1), for “the Authority” substitute “the appropriate regulator”.

(3) In subsection (1A)—

(a) for the words from “in the case of a recognised body which is a
15recognised investment” to “the body” substitute “if it appears to the
appropriate regulator that a recognised body”, and

(b) for the words from “directly applicable” to the end substitute
“directly applicable EU regulation specified (or of a description
specified) in an order made by the Treasury”.

(4) 20In subsection (2), for “The Authority” substitute “The regulator concerned”.

(5) In subsection (2A)—

(a) in the opening words, for “a recognised investment exchange other
than an overseas investment exchange” substitute “a recognised
body other than an overseas investment exchange or overseas
25clearing house”,

(b) in paragraph (a)—

(i) for “the Authority”, in both places, substitute “the regulator
concerned”, and

(ii) for “the exchange” substitute “the body”, and

(c) 30in paragraph (b), for “the exchange” substitute “the body”.

(6) In subsection (3), for “the Authority” substitute “the regulator concerned”.

(7) In subsection (4), for “the Authority” substitute “an appropriate regulator”.

(8) In the heading, for “Authority’s” substitute “Appropriate regulator’s”.

15 (1) Section 297 (revoking recognition) is amended as follows.

(2) 35In subsections (1) and (2), for “the Authority” substitute “the appropriate
regulator”.

(3) In subsection (2A)—

(a) in the opening words—

(i) for “the Authority” substitute “the appropriate regulator”,
40and

(ii) omit “which is a recognised investment exchange”,

(b) in paragraphs (a) and (b), after “exchange” insert “or (as the case may
be) of a clearing house”, and

(c) in paragraph (c), for the words from “directly applicable” to the end
substitute “directly applicable EU regulation specified (or of a
description specified) in an order made by the Treasury”.

(4) In subsection (2C), at the end insert “or overseas clearing house”.

(5) 5In subsection (5), for “the Authority” substitute “the appropriate regulator”.

16 In section 298 (directions and revocation: procedure), in subsections (1),
(2)(a), (3), (5), (6), (7) (in both places) and (8), for “the Authority” substitute
“the appropriate regulator”.

17 In section 299 (complaints about recognised bodies), in subsections (1) and
10(2), for “Authority” substitute “appropriate regulator”.

18 In section 300A (power to disallow excessive regulatory provision), in
subsections (2) (in both places) and (4), and in the heading, for “Authority”
substitute “appropriate regulator”.

19 In section 300B (duty to notify proposal to make regulatory provision), in
15subsections (1) to (3), for “Authority” substitute “appropriate regulator”.

20 In section 300C (restriction on making provision before Authority decides
whether to act), in subsections (1), (2)(a), (3) (in both places), (4)(a) and (b),
and in the heading, for “Authority” substitute “appropriate regulator”.

21 (1) Section 300D (consideration by Authority whether to disallow proposed
20provision) is amended as follows.

(2) In subsections (1) to (4) and (5)(a) and (b), for “Authority” substitute
“appropriate regulator”.

(3) In subsection (6)—

(a) in the opening words, for “the Authority” substitute “the appropriate
25regulator”,

(b) in paragraph (b)—

(i) for “the Authority’s” substitute “the appropriate
regulator’s”, and

(ii) for “the Authority” substitute “the regulator concerned”, and

(c) 30in paragraph (c)(i) and (ii), for “the Authority” substitute “the
appropriate regulator”.

(4) In the heading, for “Authority” substitute “appropriate regulator”.

22 (1) Section 301 (supervision of certain contracts) is amended as follows.

(2) In subsection (2), for “the Authority” substitute “the Bank of England”.

(3) 35In subsection (3)—

(a) for “the Authority”, in the first place, substitute “the FCA or the Bank
of England”, and

(b) for “the Authority”, in the second place, substitute “the Bank”.

(4) In subsections (4)(a), (6)(a), (7) and (9), for “Authority” substitute “Bank of
40England”.

23 In section 301A (obligation to notify the Authority: acquisitions of control),
in subsections (1) and (2), and in the heading, for “the Authority” substitute
“the FCA”.

24 In section 301B (requirements for s.301A notices), in subsections (1) to (3), for
“Authority” substitute “FCA”.

25 In section 301C (acknowledgement of receipt), in subsections (1) and (2), for
“Authority” substitute “FCA”.

26 5In section 301F (assessment: general), in subsections (1) to (3), for
“Authority” substitute “FCA”.

27 (1) Section 301G (assessment: procedure) is amended as follows.

(2) In subsections (1) (in both places) and (2) to (5), for “Authority” substitute
“FCA”.

(3) 10In subsection (6), for “the Authority’s” substitute “the FCA’s”.

28 In section 301H (duration of approval), in subsections (1), (2) and (3) (in both
places), for “the Authority” substitute “the FCA”.

29 In section 301I (objections by the Authority), in subsections (1) to (5), and in
the heading, for “Authority” substitute “FCA”.

30 15In section 301J (restriction notices), in subsections (1), (2)(b), (3) and (7), for
“Authority” substitute “FCA”.

31 In section 301K (order for sale of shares), in subsection (1), for “the
Authority” substitute “the FCA”.

32 (1) Section 301L (offences under Chapter) is amended as follows.

(2) 20In subsections (1) and (2) (in both places), for “the Authority” substitute “the
FCA”.

(3) In subsection (4), for “the Authority’s” substitute “the FCA’s”.

(4) In subsections (5) and (9), for “the Authority” substitute “the FCA”.

33 In section 312A (exercise of passport rights by EEA market operator), in
25subsection (1)(b), for “the Authority” substitute “the FCA”.

34 In section 312B (removal of passport rights from EEA market operator), in
subsections (1) (in each place), (3), (4)(b), (5), (6), (7)(a) and (b), (8)(b), (9) to
(11) and (12) (in both places), for “Authority” substitute “FCA”.

35 In section 312C (exercise of passport rights by recognised investment
30exchange), in subsections (2) to (6), for “Authority” substitute “FCA”.

36 In section 392 (warning and decisions notices: application of provisions
relating to third party rights and access to evidence)—

(a) in paragraph (a), after “section 280(1),” insert “section 312G(1),”, and

(b) in paragraph (b), after “section 280(2),” insert “section 312H(1),”.

37 35In section 412A (approval and monitoring of trade-matching and reporting
systems), in subsections (1), (2), (4), (5) (in both places), (6) (in both places)
and (7), for “Authority” substitute “FCA”.

38 In section 412B (procedure for approval and suspension or withdrawal of
approval), in subsections (1) to (6), (7) (in both places), (8) and (9), for
40“Authority” substitute “FCA”.

Section 34

SCHEDULE 9 Discipline and enforcement

Part 1 Introductory

1 5FSMA 2000 is amended as follows.

Part 2 Authorised persons acting without permission

2 (1) Section 20 (authorised persons acting without permission) is amended as
follows.

(2) 10In subsection (1)—

(a) in the opening words, after “an authorised person” insert “other than
a PRA-authorised person”,

(b) for paragraph (a) substitute—

“(a) given to that person under Part 4A, or”, and

(c) 15in the words after paragraph (b), for “Authority” substitute “ FCA”.

(3) After that subsection insert—

“(1A) If a PRA-authorised person carries on a regulated activity in the
United Kingdom, or purports to do so, otherwise than in accordance
with permission given to the person under Part 4A or resulting from
20any other provision of this Act, the person is to be taken to have
contravened—

(a) a requirement imposed by the FCA, and

(b) a requirement imposed by the PRA.”

(4) In subsection (2), for “The contravention” substitute “A contravention
25within subsection (1) or (1A)”.

(5) In subsection (3), for “the contravention”, in the first place, substitute “a
contravention within subsection (1) or (1A)”.

Part 3 Market abuse

3 (1) 30In the provisions of Part 8 (market abuse) mentioned in sub-paragraph (2),
for “Authority” or “Authority’s”, in each place, substitute “FCA” or “FCA’s”.

(2) The provisions are: sections 119, 120 (including the heading), 121 to 130A
and 131A.

(3) In section 121 (codes: procedure), for subsection (10) substitute—

“(10) 35Cost benefit analysis” means—

(a) an analysis of the costs together with an analysis of the
benefits that will arise—

(i) if the proposed code is issued, or

(ii) if subsection (5)(b) applies, from the code that has
been issued, and

(b) subject to subsection (10A), an estimate of those costs and of
those benefits.

(10A) 5If, in the opinion of the FCA—

(a) the costs or benefits referred to in subsection (10) cannot
reasonably be estimated, or

(b) it is not reasonably practicable to produce an estimate,

the cost benefit analysis need not estimate them, but must include a
10statement of the FCA’s opinion and an explanation of it.”

Part 4 Disciplinary measures

4 In Part 14 (disciplinary measures), before section 205 insert—

“204A Meaning of “relevant requirement” and “appropriate regulator”

(1) 15The following definitions apply for the purposes of this Part.

(2) “Relevant requirement” means a requirement imposed—

(a) by or under this Act, or

(b) by a qualifying EU provision specified, or of a description
specified, for the purposes of this subsection by the Treasury
20by order.

(3) The PRA is “the appropriate regulator” in the case of a contravention
of—

(a) a requirement that is imposed under any provision of this Act
by the PRA,

(b) 25a requirement under section 56(6) where the authorised
person concerned is a PRA-authorised person and the
prohibition order concerned is made by the PRA,

(c) a requirement under section 59(1) or (2) where the authorised
person concerned is a PRA-authorised person and the
30approval concerned falls to be given by the PRA.

(4) In the case of a contravention of a requirement that is imposed by a
qualifying EU provision, “the appropriate regulator” for the purpose
of any provision of this Part is whichever of the PRA or the FCA (or
both) is specified by the Treasury by order in relation to the
35qualifying EU provision for the purposes of that provision of this
Part.

(5) In the case of a contravention of a requirement where the
contravention constitutes an offence, the “appropriate regulator” is
whichever of the PRA or the FCA has power to prosecute the offence
40(see section 401).

(6) The FCA is “the appropriate regulator” in the case of a contravention
of any other requirement imposed by or under this Act.

(7) The Treasury may by order amend the provisions defining “the
appropriate regulator”.”

5 In section 205 (public censure)—

(a) for “Authority”, in the first place, substitute “appropriate regulator”,
and

(b) for the words from “a requirement” to “may” substitute “a relevant
5requirement imposed on the person, it may”.

6 (1) Section 206 (financial penalties) is amended as follows.

(2) In subsection (1)—

(a) for “Authority” substitute “appropriate regulator”, and

(b) for the words from “a requirement” to “UCITS directive,” substitute
10“a relevant requirement imposed on the person,”.

(3) In subsection (3), for “Authority” substitute “regulator that imposed the
penalty”.

7 (1) Section 206A (suspending permission to carry on regulated activities etc.) is
amended as follows.

(2) 15In subsection (1), for “Authority” substitute “appropriate regulator”.

(3) After that subsection insert—

“(1A) The power conferred by subsection (1) is also exercisable by the FCA
if it considers that an authorised person has contravened a
requirement imposed on the person by—

(a) 20the Payment Services Regulations 2009, or

(b) the Electronic Money Regulations 2011.”

(4) In subsection (2)—

(a) in the definition of “permission”, for “the Authority” substitute “the
FCA or the PRA”, and

(b) 25omit the definition of “relevant requirement”.

(5) In subsection (6), for “Authority” substitute “appropriate regulator”.

8 In section 207(1) (proposal to take disciplinary measures), for “the
Authority” substitute “a regulator”.

9 In section 208(1) and (4) (decision notice), for “the Authority”, in each place,
30substitute “a regulator”.

10 In section 209 (publication), for “the Authority” substitute “the regulator
concerned”.

11 (1) Section 210 (statements of policy) is amended as follows.

(2) In subsection (1), for “The Authority” substitute “Each regulator”.

(3) 35In subsection (2), for “The Authority’s” substitute “A regulator’s”.

(4) In subsection (3)—

(a) for “The Authority” substitute “A regulator”, and

(b) after “issued” insert “by it”.

(5) In subsection (4), for “replaced, the Authority” substitute “replaced by a
40regulator, the regulator”.

(6) In subsection (5), for “The Authority” substitute “A regulator”.

(7) In subsection (6)—

(a) after “section” insert “by a regulator”, and

(b) for “Authority”, in both places, substitute “regulator”.

(8) In subsection (7)—

(a) 5for “the Authority” substitute “a regulator”, and

(b) after “published” insert “by it”.

(9) In subsection (8), for “Authority” substitute “regulator”.

12 (1) Section 211 (statements of policy: procedure) is amended as follows.

(2) In subsection (1)—

(a) 10for “issuing” substitute “a regulator issues”, and

(b) for “Authority”, in both places, substitute “regulator”.

(3) In subsections (2) to (4) and (5) (in both places), for “Authority” substitute
“regulator”.

(4) In subsection (6), for “The Authority” substitute “A regulator”.

15Part 5 Injunctions and restitution

13 (1) Section 380 (injunctions) is amended as follows.

(2) In subsections (1) to (3), for “Authority” substitute “appropriate regulator”.

(3) In subsection (6)(a)—

(a) 20in the opening words, for “Authority” substitute “appropriate
regulator”,

(b) in sub-paragraph (i), for the words from “any directly applicable” to
“UCITS directive” substitute “a qualifying EU provision specified, or
of a description specified, for the purposes of this subsection by the
25Treasury by order”, and

(c) in sub-paragraph (ii), for the words from “which the Authority” to
the end substitute “mentioned in section 402(1)”.

(4) In subsection (7), omit paragraph (a) (and the “and” at the end of it).

(5) After subsection (7) insert—

“(8) 30The PRA is the “appropriate regulator” in the case of a contravention
of—

(a) a requirement that is imposed by the PRA under any
provision of this Act,

(b) a requirement under section 56(6) where the authorised
35person concerned is a PRA-authorised person and the
prohibition order concerned is made by the PRA, or

(c) a requirement under section 59(1) or (2) where the authorised
person concerned is a PRA-authorised person and the
approval concerned falls to be given by the PRA.

(9) 40In the case of a contravention of a requirement that is imposed by a
qualifying EU provision, “the appropriate regulator” is whichever of
the PRA or the FCA (or both) is specified by the Treasury by order in

relation to the qualifying EU provision for the purposes of this
section.

(10) In the case of a contravention of a requirement where the
contravention constitutes an offence under this Act, the “appropriate
5regulator” is whichever of the PRA or the FCA has power to
prosecute the offence (see section 401).

(10) The FCA is the “appropriate regulator” in the case of a contravention
of any other requirement.

(11) The Treasury may by order amend the definition of “appropriate
10regulator”.”

14 (1) Section 381 (injunctions in case of market abuse) is amended as follows.

(2) In subsections (1) to (3), for “Authority” substitute “FCA”.

(3) In subsection (4), after “The court” insert “may”.

15 (1) Section 382 (restitution orders) is amended as follows.

(2) 15In subsection (1), for “Authority” substitute “appropriate regulator”.

(3) In subsections (2) and (3), for “Authority” substitute “regulator concerned”.

(4) In subsection (7), for “Authority” substitute “appropriate regulator”.

(5) In subsection (9)(a)—

(a) in the opening words, for “Authority” substitute “appropriate
20regulator”,

(b) in sub-paragraph (i), for the words from “any directly applicable” to
“UCITS directive” substitute “a qualifying EU provision specified, or
of a description specified, for the purposes of this subsection by the
Treasury by order”, and

(c) 25in sub-paragraph (ii), for the words from “which the Authority” to
the end substitute “mentioned in section 402(1)”.

(6) In subsection (10), omit paragraph (a) (and the “and” at the end of it).

(7) After subsection (10) insert—

“(11) The PRA is the “appropriate regulator” in the case of a contravention
30of—

(a) a requirement that is imposed by the PRA under any
provision of this Act,

(b) a requirement under section 56(6) where the authorised
person concerned is a PRA-authorised person and the
35prohibition order concerned is made by the PRA, or

(c) a requirement under section 59(1) or (2) where the authorised
person concerned is a PRA-authorised person and the
approval concerned falls to be given by the PRA.

(12) In the case of a contravention of a requirement that is imposed by a
40qualifying EU provision, “the appropriate regulator” is whichever of
the PRA or the FCA (or both) is specified by the Treasury by order in
relation to the qualifying EU provision for the purposes of this
section.

(13) In the case of a contravention of a requirement where the
contravention constitutes an offence under this Act, the “appropriate
regulator” is the regulator which has power to prosecute the offence
(see section 401).

(14) 5The FCA is the “appropriate regulator” in the case of a contravention
of any other requirement.

(15) The Treasury may by order amend the definition of “appropriate
regulator”.”

16 In section 383(1), (4), (5) and (9) (restitution orders in case of market abuse),
10for “ Authority” substitute “FCA”.

17 (1) Section 384 (power of Authority to require restitution) is amended as
follows.

(2) In subsection (1)—

(a) for “The Authority” substitute “The appropriate regulator”, and

(b) 15after “authorised person” insert “or recognised investment
exchange”.

(3) In subsections (2) and (4), for “Authority” substitute “FCA”.

(4) In subsection (5)—

(a) for “Authority”, in the first place, substitute “regulator exercising the
20power (“the regulator concerned”)”, and

(b) for “Authority”, in each of the other places, substitute “regulator
concerned”.

(5) In subsection (6), for “Authority” substitute “regulator concerned”.

(6) In subsection (7)—

(a) 25in paragraph (a), for the words from “any directly applicable” to
“UCITS directive” substitute “a qualifying EU provision specified, or
of a description specified, for the purposes of this subsection by the
Treasury by order”, and

(b) in paragraph (b), for the words from “in relation to which” to the end
30substitute “mentioned in section 402(1)”.

(7) Omit subsection (8).

(8) After subsection (8) insert—

“(9) The PRA is the “appropriate regulator” in the case of a contravention
of—

(a) 35a requirement that is imposed by the PRA under any
provision of this Act,

(b) a requirement under section 56(6) where the authorised
person concerned is a PRA-authorised person and the
prohibition order concerned is made by the PRA, or

(c) 40a requirement under section 59(1) or (2) where the authorised
person concerned is a PRA-authorised person and the
approval concerned falls to be given by the PRA.

(10) In the case of a contravention of a requirement that is imposed by a
qualifying EU provision, “the appropriate regulator” is whichever of
45the PRA or the FCA (or both) is specified by the Treasury by order in

relation to the qualifying EU provision for the purposes of this
section.

(11) In the case of a contravention of a requirement where the
contravention constitutes an offence under this Act, the “appropriate
5regulator” is the regulator which has power to prosecute the offence
(see section 401).

(12) The FCA is the “appropriate regulator” in the case of a contravention
of any other requirement.

(13) The Treasury may by order amend the definition of “appropriate
10regulator”.”

(9) In the heading, for “Authority” substitute “FCA or PRA”.

(10) In the italic heading before section 384, for “Authority” substitute “FCA or
PRA”.

18 (1) Section 385 (warning notices) is amended as follows.

(2) 15In subsection (1), for “the Authority” substitute “a regulator”.

(3) In subsection (2), for “the Authority” substitute “the regulator”.

19 In section 386(1) and (3) (decision notices), for “Authority” substitute
“regulator”.

Part 6 20Notice procedures

20 (1) Section 387 (warning notices) is amended as follows.

(2) In subsection (1)(a), for “Authority” substitute “regulator giving the notice
(“the regulator concerned”)”.

(3) After subsection (1) insert—

“(1A) 25Where the PRA is the regulator concerned and the FCA proposes to
refuse consent for the purposes of section 55F, 55I or 59 or to give
conditional consent as mentioned in section 55F(5) or 55I(8), the
warning notice given by the PRA must—

(a) state that fact, and

(b) 30give the reasons for the FCA’s proposal.”

(4) In subsection (2)—

(a) for “The warning” substitute “A warning”,

(b) for “28 days” substitute “14 days”, and

(c) for “Authority” substitute “regulator concerned”.

(5) 35In subsection (3), for “The Authority” substitute “The regulator concerned”.

(6) After subsection (3) insert—

“(3A) Where the PRA receives any representations in response to a
warning notice given by it under section 55X(1) or (2) or 62(2) in a
case falling within subsection (1A) it must—