1E9Ct5D

(c) the “creep” exception, which allowsa person holding between 50% and90% of the voting securities on issueto increase their voting percentageby up to 5% in any 12 month period;(d) through “compulsory acquisition”where a person already holds 90%of the voting securities in the Codecompany (in this case the majorityholder can force the remainingshareholders to sell their shares to it,and the minority shareholders canalso force the majority shareholderto buy them out); or(e) where an exemption is granted bythe Takeovers Panel.Financial services regulation(financial service providers andfinancial advisers)The Financial Advisers Act 2008provides a regulatory regime forfinancial advisers and brokers.That Act sets minimum standardsof professionalism, competencyand conduct. The Financial ServiceProviders (Registration and DisputeResolution) Act 2008 requires that allpersons carrying on the business ofproviding a financial service must beregistered on the Financial ServiceProviders Register and must belongto a dispute resolution scheme if theyadvise retail clients.The Financial Advisers Act providesfor a number of different categoriesof financial adviser. The rights andobligations of each category varydepending on the type of advice givenand products offered. The Act requiresfinancial advisers and brokers to take anappropriate degree of care in providingservices to investors and prohibitscertain conduct.The Financial Advisers Act also:(a) stipulates a required level ofdisclosure by financial advisers andbrokers to retail clients to ensurethat clients can make informeddecisions about whether to usea particular financial adviser orbroker and, in the case of anadviser, whether to follow thatadviser’s advice;(b) imposes competency requirementson certain financial advisers whodeal with retail clients to ensurethat financial advisers have theexperience and expertise necessaryto identify the right financialproduct for a client’s needs and riskprofile; and(c) ensures that financial advisers areheld accountable for the servicesthat they provide to retail clientsand that conflicts of interest aremanaged appropriately.All persons who are “in the businessof providing a financial service”are required to be registered on asearchable online database, and wheresuch financial service is provided to“retail clients”, to be a member of anapproved dispute resolution scheme.The purpose of this database is toenable members of the public to accessinformation about the name andaddress of a financial service providerand the name of the dispute resolutionscheme (if applicable) the providerbelongs to.A “Financial Service” includes (amongother matters):(a) a financial adviser service (givingfinancial advice or investmentplanning in the ordinary course ofbusiness);13