The Gallium team has been responsible for the preparation and verification of hundreds of financial promotions. We can assist clients to prepare the complete financial promotion in respect of any asset class and any fund vehicle. We can also assist clients with the verification of their financial promotions prior to distribution to potential investors.
What is a Financial Promotion?
The FCA Handbook states that a Financial Promotion is: “an invitation or inducement to engage in investment activity that is communicated in the course of business”
Therefore, if you are intending to send out a business plan, email campaign, flyer, teaser or information memorandum to potential investors then you could be about to issue a financial promotion.
Financial Promotions Rules – General
If you are not authorised and regulated by the FCA then you are an “unauthorised person”. Section 21 of FSMA applies to unauthorised persons. This is known as the ‘financial promotion restriction’. Contravention of the financial promotion restriction is a criminal offence.
All approaches to potential investors residing in the UK are governed by FSMA. Raising equity finance from Investors is a complex regulatory area. You should be aware of the need to take professional advice during the process. In particular, sending a business plan or similar to, or discussing it with, potential investors will constitute a financial promotion.
Financial Promotions Rules – UCIS
UCIS cannot be promoted to the general public. Section 21 of FSMA prevents promoting UCIS by unauthorised persons, unless the financial promotion is approved by an authorised person or benefits from an exemption in the Financial Promotion Order. Section 238 of FSMA then precludes promoting UCIS by authorised persons except where a relevant exemption is available.
Content of Financial Promotions
The FCA’S Conduct of Business Sourcebook (“COBS”) provides that an authorised firm must ensure that a financial promotion is clear, fair and not misleading.
How Can Gallium Help?
Gallium can assist with compliance with FSMA and other legislation. We have experience advising on FSMA and financial promotion issues and can guide you through the relevant procedures. As an authorised person then we can issue and approve financial promotions for the purposes of Section 21 of FSMA.
Should you require an authorised person to approve, verify and/or issue your financial promotion then please contact us to obtain further information and to arrange a meeting to discuss your requirements in more detail.