12SUP 11 Annex 6G provides guidance on when one person's holding of shares or voting power must be aggregated with that of another person for the purpose of determining whether an acquisition or increase of control will take place as contemplated by section 181 or 182 of the Act such that notice must be given to the appropriate regulator15 in accordance with section 178 of the Act before making the acquisition or increase. This will be:15
Sections 178(1) and 191D(1)10of the Act require a person (whether or not he is an authorised person) to notify the appropriate regulator15 in writing if he decides 10to acquire, increase or reduce10 control or to cease to have control10over a UK domestic firm . Failure to notify is an offence under section 191F10 of the Act (Offences under this Part).46101510101010
controllers and potential controllers of non-directive friendly societiesare exempt from the obligation to notify a change in control (The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/77410));10
controllers and potential controllers of building societies are exempt from the obligation to notify a change in control unless the change involves the acquisition of a holding of a specified percentage of a building society's 10 capital or the increase or reduction by a specified percentage of a holding of a building society's 10capital (The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/77410.)). The "capital" of a building society 10 for these purposes consists of:1010
10potential controllers of non-directive firms (other than, in the case of an FCA-authorised person, firms with only a limited permission) 14("A") are exempt from the obligation to notify a change in control unless the change results in the potential controller holding:
20% or more of the voting power in A or P; or
or where the change in control over A would lead to the controller ceasing to fall into any of the cases (a), (b) or (c) above (The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/774)).
(in the case of a change in control over an FCA-authorised person) potential controllers of firms with only a limited permission) ("A") are exempt from the obligation to notify a change in control, unless the change would result in the potential controller holding:14
or where the change in control over A would lead to the controller ceasing to fall into any of the cases (a), (b) or (c) above (The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/774)).14
If a person decides10to acquire control or increase control over a UK domestic firm in a way described in SUP 11.4.2 Ror acquire control in a way described in SUP 11.4.2AR (1)4, he must obtain the appropriate regulator's15 approval before doing so. Making an acquisition before the appropriate regulator15 has approved of it10is an offence under section 191F of the Act (Offences under this Part).10101510154610
6The appropriate regulator15 recognises that firms acting as investment managers may have difficulties in complying with the prior notification requirements in sections 178 and 191D 10of the Act as a result of acquiring or disposing of listed shares in the course of that fund management activity. To ameliorate these difficulties, the appropriate regulator15 may accept pre-notification of proposed changes in control, made in accordance with SUP D, and may grant approval of such changes for a period lasting up to a year.15101015
that the firm proposes to acquire and/or dispose of control, on one or more occasions, of any UK domestic firm whose shares or those of its ultimate parent undertaking are, at the time of the acquisition or disposal of control, listed, or which are traded or admitted to trading on a MTF or a market operated by a ROIE;1313
- (2) 10
- (3) 10
10that the firm will not exercise any influence over the UK domestic firm in which the shares are held, other than by exercising its voting rights as a shareholder or by exercising influence intended to promote generally accepted principles of good corporate governance.
- (1) 15
the notification of change in control should be made no later than five business days after the end of each month and set out all changes in the controller's control position for each UK domestic firm for the month in question.
Asection 178 notice 10 given to the appropriate regulator15 by a person who is acquiring control or increasing his control over a UK domestic firm, in a way described in SUP 11.4.2 R (1) to (4), or acquiring control in a way described in SUP 11.4.2A R, must contain the information and be accompanied by such documents as are required by the controllers form approved by the appropriate regulator15 for the relevant application. 4610151015
A person who has submitted a section 178 notice 10under SUP 11.3.7 D must notify the appropriate regulator15 immediately if he becomes aware, or has information that reasonably suggests, that he has or may have provided the appropriate regulator15 with information which was or may have been false, misleading, incomplete or inaccurate, or has or may have changed, in a material particular. The notification must include:101515
- (2) 10
The requirement in (1) ceases if the change in control occurs or will not take place.
Where a15 controller or proposed controller which is an authorised person is required to submit less information under SUP 11.3.7 D than other persons,15 the appropriate regulator15 may ask for confirmation of details already held by it15 or any additional information required under SUP 11.5.1R10.1015151510