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SUP 11.4 Requirements on firms

SUP 11.4.1G

A summary of the notification requirements in this section is given in SUP 11 Annex 1.1

Requirement to notify a change in control

SUP 11.4.2R

A UK domestic firm,4 other than a non-directive firm, 4must notify the appropriate regulator6 of any of the following events concerning the firm:1

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  1. (1)

    a person acquiring control;

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  2. (2)

    an existing controller increasing control4;

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  3. (3)

    an existing controller reducing control4;

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  4. (4)

    an existing controller ceasing to have control4.

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SUP 11.4.2AR

1A non-directive firm 4(including, in the case of an FCA-authorised person, a firm with only a limited permission) 5must notify the appropriate regulator6 of any of the following events concerning the firm:

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  1. (1)

    a person becoming controller of the firm; or4

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  2. (2)

    an existing controller ceasing to be controller of the firm.4

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SUP 11.4.3G

[deleted]4

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SUP 11.4.4R

An overseas firm must notify the appropriate regulator6 if a person becomes a controller of the firm, increases or reduces control over the firm or ceases to have control over the firm4

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SUP 11.4.5G

[deleted]4

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Content and timing of the notification

SUP 11.4.7R

The notification by a firm under SUP 11.4.2 R, SUP 11.4.2A R5 or SUP 11.4.4 R must:1

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  1. (1)

    be in writing;

  2. (2)

    contain the information set out in:

    1. (a)

      in the case of acquiring or increasing control, SUP 11.5.1 R (subject to SUP 11.5); or

    2. (b)

      in the case of reducing control, SUP 11.5.7 R; and

  3. (3)

    be made:

    1. (a)

      as soon as the firm becomes aware that a person , whether alone or acting in concert, has decided to acquire control or to increase or reduce control4; or

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    2. (b)

      if the change in control4takes place without the knowledge of the firm, within 14 days of the firm becoming aware of the change in control concerned.

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SUP 11.4.8G

Principle 11 requires firms to be open and cooperative with the appropriate regulator6. A firm should discuss with the appropriate regulator6, at the earliest opportunity, any prospective changes of which it is aware, in a controller's 4or proposed controller's 4shareholdings or voting power (if the change is material). These discussions may take place before the formal notification requirement in SUP 11.4.2 R or SUP 11.4.4 R arises. (See also SUP 11.3.2 G). As a minimum, the appropriate regulator6 considers that such discussions should take place before a person:1

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  1. (1)

    enters into any formal agreement in respect of the purchase of shares or a proposed acquisition or merger which would result in a change in control (whether or not the agreement is conditional upon any matter, including the appropriate regulator's6 approval); or

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  2. (2)

    purchases any share options, warrants or other financial instruments, the exercise of which would result in the person acquiring control or any other change in control.

SUP 11.4.9G

The obligations4in SUP 11.4.2 R andSUP 11.4.2A R apply 4 whether or not the controller himself has given or intends to give a notification, in accordance with his obligations under the Act.1

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Identity of controllers

SUP 11.4.10R

A firm must take reasonable steps to keep itself informed about the identity of its controllers.

SUP 11.4.11G

The steps that the appropriate regulator6 expects a firm to take to comply with SUP 11.4.10 R include, if applicable:

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  1. (1)

    monitoring its register of shareholders (or equivalent);

  2. (2)

    monitoring notifications to the firm in accordance with Part 223 of the Companies Act 20063;

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  3. (3)

    monitoring public announcements made under the relevant disclosure provisions of the Takeover Code or other rules made by the Takeover Panel;

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  4. (4)

    monitoring the entitlement of delegates, or persons with voting rights in respect of group insurance contracts, to exercise or control voting power at general meetings.