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Status: You are viewing the version of the handbook as on 2009-03-31.

SUP 11.5 Notifications by firms5

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 change in control; and5

(4)

any other information of which the FSA would reasonably expect notice.5

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

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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 GENPRU 3.14(Cross sector groups) and GENPRU 3.24(Third country groups)). 1

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SUP 11.5.5G

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SUP 11.5.6G

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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 notifications5

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 section 178 notice 5containing the information required from the firm and the controller or proposed controller. In this case, the section 178 notice53 may be used on behalf of both the firm and the controller or proposed controller.

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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 single section 178 notice5 in respect of all those firms. The section 178 notice 5should contain all the required information as if separate notifications had been made, but information and documentation need not be duplicated.

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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 section 178 notice5 containing one set of information.

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