Related provisions for SUP 11.2.8
1 - 14 of 14 items.
Where the change arises from circumstances within the control of the incoming EEA firm, the requirements in regulation 4(4) are that:(1) the incoming EEA firm has given notice to the FSA (see SUP 14.4.1 G) and to its Home State regulator stating the details of the proposed change;(2) the FSA has received a notice stating those details; and(3) either:(a) the FSA has informed the firm that it may make the change; or(b) the period of one month beginning with the date on which the
If the change arises from circumstances beyond the incoming EEA firm's control, the firm is required by regulation 4(5) (see SUP 14.2.2 G) or regulation 6(5) (see SUP 14.2.5 G (2)) to give a notice to the FSA (see SUP 14.4.1 G) and to its Home State regulator stating the details of the change as soon as reasonably practicable.
The FSA believes that for a change to arise from circumstances beyond the control of an incoming EEA firm, the circumstances should be outside the control of the firm as a whole and not just its UK branch. For example, the FSA considers that this provision would be unlikely to apply to circumstances in which lack of planning at the incoming EEA firm's head office resulted in a problem arising in a UKbranch which was outside its control. In practice, therefore, use of this provision
Firms are reminded that a change in control may give rise to a change in the groupcompanies 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
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 to the PRA in respect of all those firms. The section 178 notice5should contain all the required information as if separate notifications had been made, but information and documentation need not be duplicated.55
When an event occurs (for example, a group restructuring or a merger) as a result of which: (1) more than one firm in a group would undergo a change in control; or(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.5
The Treasury have made the following exemptions from the obligations under section 178 of the Act10:(1) 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(2) controllers and potential controllers of building societies are exempt from the obligation to notify a change in control unless the change
6The FSA 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 FSA 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
6Where the FSA approves changes in control proposed in a notice given under SUP 11.3.5B D:(1) the controller remains subject to the requirement to notify the FSA when a change in control actually occurs; and(2) 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.At that stage, the FSA may seek from the controller
(1) A person who has submitted a section 178 notice10under SUP 11.3.7 D must notify the FSA immediately if he becomes aware, or has information that reasonably suggests, that he has or may have provided the FSA 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:10(a) details of the information which is or may be false, misleading, incomplete or inaccurate,
10A notice given to the FSA by a person who is reducing or ceasing to have control over a UK domestic firm, as set out in SUP 11.4.2Ror SUP 11.4.2A R must:(1) be in writing; and(2) provide details of the extent of control (if any) which the controller will have following the change in control.
If a UK firm has exercised an EEA right, under the Banking Consolidation Directive or the UCITS Directive, and established a branch in another EEA State, regulation 11(1) states that the UK firm must not make a change in the requisite details of the branch (see SUP 13 Annex 1), unless it has satisfied the requirements of regulation 11(2), or, where the change arises from circumstances beyond the UK firm's control, regulation 11(3) (see SUP 13.6.10 G).47
Where the change arises from circumstances within the control of the UK firm, the requirements in regulation 11(2) are that:(1) the UK firm has given notice to the FSA and to the Host State regulator stating the details of the proposed change;(2) the FSA has given the Host State regulator a notice informing it of the details of the change; and(3) either the Host State regulator has informed the UK firm that it may make the change, or the period of one month7 beginning with the
(1) If the change arises from circumstances beyond the UK firm's control, the UK firm:(a) is required by regulation 11(3) or regulation 13(3) to give a notice to the FSA and to the Host State regulator stating the details of the change as soon as reasonably practicable;(b) may, if it is passporting under the Insurance Directives, make a change to its relevant UK details7 under regulation 15(1) if it has, as soon as practicable (whether before or after the change), given notice
A firm and its controllers are required to notify certain changes in control (see7SUP 11 (Controllers and close links)). The purpose of the rules and guidance in this section is:7(1) to ensure that, in addition to such notifications, the FSA receives regular and comprehensive information about the identities of all of the controllers of a firm, which is relevant to a firm's continuing to satisfy the threshold conditions (see COND 2.3); 8(2) to implement certain requirements relating
3In SUP 16.4.5 R and SUP 16.4.10 R, a building society may regard a person as not being a controller if that person is exempt from the obligation to notify a change in control under The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/7748) (see SUP 11.3.2A G (2)).88
A UK domestic firm,4 other than a non-directive firm, 4must notify the FSA of any of the following events concerning the firm:14(1) a person acquiring control;4(2) an existing controller increasing control4; 4(3) an existing controller reducing control4; 4(4) an existing controller ceasing to have control4.44
The notification by a firm under SUP 11.4.2 R, R or SUP 11.4.4 R must:1(1) be in writing; (2) contain the information set out in:(a) in the case of acquiring or increasing control, SUP 11.5.1 R (subject to SUP 11.5); or (b) in the case of reducing control, SUP 11.5.7 R; and(3) be made:(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; or4(b) if the change in control4takes
Principle 11 requires firms to be open and cooperative with the FSA. A firm should discuss with the FSA, at the earliest opportunity, any prospective changes of which it is aware, in a controller's4or proposed controller's4shareholdings or voting power (if the change is material). These discussions may take place before the formal notification requirement in SUP 11.4.2 R, R or SUP 11.4.4 R arises. (See also SUP 11.3.2 G). As a minimum, the FSA considers that such discussions
A sponsor must notify the FSA in writing as soon as possible if:(1) 8(a) 8the sponsor ceases to satisfy the criteria for approval as a sponsor set out in LR 8.6.5 R or becomes aware of any matter which, in its reasonable opinion, would be relevant to the FSA in considering whether the sponsor continues to comply with LR 8.6.6 R; or(b) 8the sponsor becomes aware of any fact or circumstance relating to the sponsor or any of its employees engaged in the provision of sponsor services
8Examples of when a sponsor should submit a cancellation request pursuant to LR 8.7.22 R include, but are not limited to:(1) situations where the sponsor ceases to satisfy the ongoing criteria for approval as a sponsor in accordance with LR 8.6.6 R and, following a notification made under LR 8.7.8 R, there are no ongoing discussions with the FSA which could lead to the conclusion that the sponsor remains eligible; or(2) where there is a change of control of the sponsor or any
Some of the distinguishing features of notices given under enactments other than the Act are as follows: (1) Building Societies Act 1986, section 36A: There is no right to refer a decision to issue a prohibition order under section 36A to the Tribunal. Accordingly, a decision notice under section 36A(5A) is not required to give an indication of whether any such right exists. A decision notice under section 36A(5A) may only relate to the issue of a prohibition order under section