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Status: You are viewing the version of the handbook as on 2005-06-30.

SUP 11.5 Form of notification by firms

SUP 11.5.1RRP

Information to be submitted by the firm (see SUP 11.4.7 R (2)(a))

(1)

The name of the firm;

(2)

the name of the controller or proposed controller and, if it is a body corporate and is not an authorised person, the names of its directors and its controllers;

(3)

a description of the proposed event including the shareholding and voting power of the person concerned, both before and after the proposed event; and

(4)

any other information of which the FSA would reasonably expect notice, including information which could have a material impact on any of the approval requirements in section 186(2) of the Act (seeSUP 11.7.5 G) and any relevant supporting documentation.

SUP 11.5.2RRP

The notification from a firm under SUP 11.4.7 R (2)(a) need only contain as much of the information set out in SUP 11.5.1 R as the firm is able to provide, having made reasonable enquiries from persons and other sources as appropriate.

SUP 11.5.3G

In determining what the FSA would reasonably expect notice of in accordance with row (4) in SUP 11.5.1 R, a firm should have regard, in particular, to the following matters to the extent that the firm is aware of them:2

  1. (1)

    whether the controller intends to make any significant changes to the firm's or firms' regulated activities, business plan or strategy as a result of the change in control;2

  2. (2)

    whether the controller intends any restructuring either in terms of the legal form of the firm(s) or in its or their borrowings, capital restructuring or financing arrangements;2

  3. (3)

    whether the FSA is obliged to consult with regulatory authorities in other EEA States (see SUP 11.3.14 G);2

  4. (4)

    in the case of a share acquisition or similar, how it is to be financed;2

  5. (5)

    whether the controller has any interests which may conflict with its role as controller of the UK domestic firm.2

Firms are also reminded of the circumstances set out in SUP 15.3.8 G (Communication with the FSA in accordance with Principle 11) which may arise on a change in control and which should also be notified.

SUP 11.5.4GRP

Firms are reminded that a change in control may give rise to a change in the group companies to which the FSA's consolidated financial supervision requirements apply. Also, the firm may for the first time become subject to the FSA's requirements on consolidated financial supervision (or equivalent requirements imposed by another EEA State). This may apply, for example, if the controller is itself an authorised undertaking. The FSA may therefore request such a firm, controller or proposed controller to provide evidence that, following the change in control, the firm will meet the requirements of these rules, if appropriate.

SUP 11.5.4AGRP

Firms are also reminded that a change in control may give rise to a notification as a financial conglomerate or a change in the supplementary supervision of a financial conglomerate (see PRU 8.4(Cross sector groups) and PRU 8.5(Third country groups)). 1

SUP 11.5.5G

If a controller proposes any significant changes to the firm, for instance to its regulated activities, business plan or strategy, the firm may be requested to provide a business plan (see SUP 2: Information gathering by the FSA on its own initiative). If an insurer comes under the control of a new parent undertaking, such a business plan would be a scheme of operations in accordance with SUP App 2.

SUP 11.5.6G

The FSA may request the firm to provide additional information (see SUP 2 (Information gathering by the FSA on its own initiative)). In determining any additional information requirements, the FSA will have regard to the supervision being exercised over the firm by any overseas regulators.

Form of notification when a person reduces control

SUP 11.5.7RRP

A notification of a proposed reduction in control must:

  1. (1)

    give the name of the controller; and

  2. (2)

    provide details of the extent of control (if any) which the controller will have following the change in control.

Joint and shared notifications

SUP 11.5.8GRP

A firm and its controller or proposed controller may discharge an obligation to notify the FSA by submitting a single joint notificationcontaining the information required from the firm and the controller or proposed controller. In this case, the Controllers Form A may be used to submit a notification on behalf of both the firm and the controller or proposed controller.

SUP 11.5.9GRP

If a person is proposing a change in control over more than one firm within a group, then the controller or proposed controller may submit a singlenotification in respect of all those firms. The notificationshould contain all the required information as if separate notifications had been made, but information and documentation need not be duplicated.

SUP 11.5.10GRP

When an event occurs (for example, a group restructuring or a merger) as a result of which:

  1. (1)

    more than one firm in a group would undergo a change in control; or

  2. (2)

    a single firm would experience more than one change in control;

then, to avoid duplication of documentation, all the firms and their controllers or proposed controllers may discharge their respective obligations to notify the FSA by submitting a single notification containing one set of information.