Related provisions for SUP 11.4.10

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SUP 11.4.2RRP
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:146(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
SUP 11.4.2ARRP
1A non-directive firm4(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:46(1) a person becoming controller of the firm; or44(2) an existing controller ceasing to be controller of the firm.444
SUP 11.4.4RRP
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 firm464
SUP 11.4.8GRP
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'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 or SUP 11.4.4 R arises. (See also SUP 11.3.2 G). As a minimum, the appropriate
SUP 11.4.9GRP
The obligations 4in 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.144
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 appropriate regulator6 would
SUP 11.5.4GRP
Firms are reminded that a change in control may give rise to a change in the groupcompanies to which the appropriate regulator's6 consolidated financial supervision requirements apply. Also, the firm may for the first time become subject to the appropriate regulator's6 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 appropriate regulator6
SUP 11.5.7RRP
A notification of a proposed reduction in control must:(1) give the name of the controller; and(2) provide details of the extent of control (if any) which the controller will have following the change in control.
SUP 11.5.8GRP
A firm and its controller or proposed controller may discharge an obligation to notify the appropriate regulator6 by submitting a single joint section 178 notice5containing 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.65355
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 to the PRA6 in respect of all those firms which are PRA-authorised persons and a single section 178 notice to the FCA in respect of all those firms which are not PRA-authorised persons.6 The section 178 notice5should contain all the required information as if separate notifications had been made, but information
SUP 11.5.10GRP
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 appropriate regulator6 by submitting a single section 178 notice5 to the PRA6 containing
SUP 11.3.2AGRP
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
SUP 11.3.5GRP
The appropriate regulator's15 approval is not required before a controller reduces control or ceases to have control10 over a UK domestic firm.1510
SUP 11.3.5CGRP
6Where the appropriate regulator15 approves changes in control proposed in a notice given under SUP 11.3.5B D:15(1) the controller remains subject to the requirement to notify the appropriate regulator15 when a change in control actually occurs; and15(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
SUP 11.3.7DRP
A section 178 notice10 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
SUP 11.3.7AGRP
The controllers forms approved by the appropriate regulator15 may be found at the appropriate regulator's15 website www.fca.org.uk/firms/change-control151515
SUP 11.3.13GRP
Where a15controller 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
SUP 11.3.15ADRP
10A notice given to the appropriate regulator15 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:15(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.
SUP 11.3.17GRP
6Notifications to the appropriate regulator15 by proposed controllers and controllers under Part XII of the Act may be made on a joint basis outlined in SUP 11.5.8 G to SUP 11.5.10 G.1510
SUP 11.2.1GRP
Part XII of the Act (Control Over Authorised Persons5) places an obligation on the controllers and proposed controllers of those UK domestic firms not listed in SUP 11.1.1 R (1) to SUP 11.1.1 R (6) to notify the appropriate regulator5 of changes in control, including acquiring, increasing or reducing control or ceasing to have control over a firm.3 Furthermore, those persons are required to obtain the appropriate regulator's approval5 before becoming a controller or increasing
SUP 11.2.2GRP
The rules in SUP 11.4 to SUP 11.6 are aimed at ensuring that theappropriate regulator receives the information that it needs to fulfil5 its responsibility to monitor and, in some cases, give prior approval to firms' controllers.2135
SUP 11.2.3GRP
As the approval of the appropriate regulator5 is not required under the Act for a new controller of an overseas firm, the notification rules on such firms are less prescriptive than they are for UK domestic firms. Nevertheless, the appropriate regulator5 still needs to monitor such an overseas firm's continuing satisfaction of the threshold conditions, which normally includes consideration of a firm's connection with any person, including its controllers and parent undertakings
SUP 11.2.4GRP
As part of the appropriate regulator's5 function of monitoring a firm's continuing satisfaction of the threshold conditions, the appropriate regulator5 needs to consider the impact of any significant change in the circumstances of one or more of its controllers, for example, in their financial standing and, in respect of corporate controllers, in their governing bodies. Consequently, the appropriate regulator5 needs to know if there are any such changes. SUP 11.8 therefore requires
SUP 11.2.6GRP
Every firm, other than a firm listed in SUP 11.1.1 R (1) to SUP 11.1.1 R (6)2or a firm excluded from the operation of SUP 16.4 or SUP 16.5 by SUP 16.1.3 R, is required to submit an annual report on its controllers and close links as set out in SUP 16.4 and SUP 16.5.
SUP 16.4.1GRP
This section applies to every firm except those firms excluded from its operation by SUP 16.1.1 R and SUP 16.1.3 R. 632
SUP 16.4.4GRP
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 FCA12 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 effective supervision threshold conditions15; 15158(2) to implement certain
SUP 16.4.9GRP
Firms are reminded of the requirement in SUP 11.4.10 R to take reasonable steps to keep themselves informed about the identity of their controllers.
SUP 16.4.10RRP
If a firm is a friendly society or a building society, then it is required to submit a report under SUP 16.4.5 R only if it is aware that it has a controller.4
SUP 16.4.11RRP
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
LR 6.5.1RRP
1An applicant with a controlling shareholder must demonstrate that, despite having a controlling shareholder, the applicant is able to carry on an independent business as its main activity.
LR 6.5.3GRP
1Factors that may indicate that an applicant does not satisfy the requirement in LR 6.5.1R (even where the agreement in LR 6.5.4R is in place) include: (1) an applicant has granted or may be required to grant security over its business in connection with the funding of a controlling shareholder or a member of a controlling shareholder’s group; or(2) a controlling shareholder (or any associate thereof) appears to be able to influence the operations of the applicant outside its
LR 6.5.4RRP
1An applicant with a controlling shareholder upon admission must have in place a written and legally binding agreement with its controlling shareholder which is intended to ensure that the controlling shareholder complies with undertakings that: (1) transactions and arrangements with the controlling shareholder (and/or any of its associates) will be conducted at arm’s length and on normal commercial terms;(2) neither the controlling shareholder nor any of its associates will take
LR 6.5.5RRP
1An applicant with more than one controlling shareholder is not required to enter into a separate agreement with each controlling shareholder if:(1) the applicant reasonably considers, in light of its understanding of the relationship between the relevant controlling shareholders, that a controlling shareholder can procure the compliance of another controlling shareholder and that controlling shareholder’s associates with the undertakings in LR 6.5.4R; and(2) the agreement, which
LR 9.2.2ABRRP
13A listed company with a controlling shareholder must demonstrate that, despite having a controlling shareholder, the listed company is still able to carry on an independent business as its main activity at all times.
LR 9.2.2ACGRP
13LR 6.5.3G provides guidance on factors that may indicate that a listed company with a controlling shareholder is not carrying on an independent business.
LR 9.2.2ADRRP
13Where a listed company has a controlling shareholder, it must have in place at all times:(1) a written and legally binding agreement which is intended to ensure that the controlling shareholder complies with the undertakings in LR 6.5.4R; and (2) a constitution that allows the election and re-election of independent directors to be conducted in accordance with LR 9.2.2ER and LR 9.2.2FR (election provisions).
LR 9.2.2BRRP
9In order to comply with LR 9.2.2ADR(1)13, where a listed company will have more than one controlling shareholder, the listed company will not be required to enter into a separate agreement with each controlling shareholder if: (1) the listed company reasonably considers, in light of its understanding of the relationship between the relevant controlling shareholders, that a controlling shareholder can procure the compliance of another controlling shareholder and that controlling
LR 9.2.24RRP
9A listed company must notify the FCA without delay if: (1) it no longer complies with LR 9.2.2G R; (2) it becomes aware that an undertaking in LR 6.5.4R or LR 9.2.2ADR(1)13 has not been complied with by the controlling shareholder or any of its associates; or(3) it becomes aware that a procurement obligation (as set out in LR 6.5.5R(2)(a)13 or LR 9.2.2BR (2)(a)) contained in an agreement entered into under LR 6.5.4R or LR 9.2.2ADR(1)13 has not been complied with by a controlling
LR 5.2.5RRP
Subject to 41LR 5.2.7 R, LR 5.2.10 R, LR 5.2.11A R9 and LR 5.2.12 R, 1an issuer with a premium listing4that wishes the FCA to cancel the listing of any of its 5equity shares1with a premium listing4must:1114(1) send a circular to the holders of the shares.9 The circular must:9(a) comply with the requirements of LR 13.3.1 R and LR 13.3.2 R (contents of all circulars);(b) be submitted to the FCA for approval prior to publication; and(c) include the anticipated date of cancellation
LR 5.2.10RRP
LR 5.2.5 Rdoes4 not apply to the cancellation of equity shares with a premium listing5 in the case of a takeover offer if9:145594(1) the offeror or any controlling shareholder who is an offeror is interested in 50% or less of the voting rights of an issuer before announcing its firm intention to make its takeover offer;99(2) the offeror has by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the
LR 5.2.11ARRP
9LR 5.2.5 R does not apply to the cancellation of equity shares with a premium listing in the case of a takeover offer if:(1) the offeror or any controlling shareholder who is an offeror is interested in more than 50% of the voting rights of an issuer before announcing its firm intention to make its takeover offer;(2) the offeror has by virtue of its shareholdings and acceptances of its takeover offer, acquired or agreed to acquire issued share capital carrying 75% of the voting
SUP 11.8.1RRP
A firm must notify the appropriate regulator8 immediately it becomes aware of any of the following matters in respect of one or more of its controllers: 8(1) if a controller, or any entity subject to his control, is or has been the subject of any legal action or investigation which might put into question the integrity of the controller; (2) if there is a significant deterioration in the financial position of a controller; (3) if a corporate controller undergoes a substantial
SUP 11.8.5GRP
The level of a firm's awareness of its controller's circumstances will depend on its relationship with that controller. The appropriate regulator8 does not expect firms to implement systems or procedures so as to be certain of any changes in its controllers' circumstances. However, the appropriate regulator8 does expect firms to notify it of such matters if the firm becomes aware of them, and it expects firms to make enquiries of its controllers if it becomes aware that one of
SUP 11.8.6GRP
The appropriate regulator8 may ask the firm for additional information following a notification under SUP 11.8.1 R in order to satisfy itself that the controller continues to be suitable (see SUP 2: Information gathering by the FCA or PRA6 on its own initiative).888
LR 6.9.1RRP
1An applicant must have in place a constitution that allows it to comply with the listing rules, in particular: (1) LR 9.2.21R to vote on matters relevant to premium listing; and (2) for an applicant with a controlling shareholder, LR 9.2.2ER and LR 9.2.2FR concerning the election and re-election of independent directors.
REC 4.2F.1GRP
(1) 1While the FCA will seek to obtain information from an RIE in the context of an open, cooperative and constructive relationship with the RIE, where it appears to the FCA that obtaining information in that context will not achieve the necessary results, the FCA or (as the case may be) its officers may, under section 165(7) of the Act, by notice in writing, require any of the following persons to provide or produce specified information or information of a specified description,
SUP 11.6.3RRP
During the period in SUP 11.6.2 R, a UK domestic firm must take reasonable steps to keep itself informed about the circumstances of the controller or the proposed controller to which the notification related.
LR 11.1.1ARRP
8Where a company has a premium listing and:(1) it is not in compliance with:(a) the provisions inLR 9.2.2AR (2)(a) ; or(b) LR 9.2.2G R; or(2) it becomes aware that a controlling shareholder or any of its associates is not in compliance with an undertaking in LR 6.5.4R9 or LR 9.2.2AR (2)(a);(3) it becomes aware that a procurement obligation (as set out in LR 6.5.5R(2)(a)9 or LR 9.2.2BR (2)(a) contained in an agreement entered into under LR 6.5.4R9 or LR 9.2.2AR (2)(a) has not been
LR 11.1.1CRRP
8The company cannot rely on any of the following provisions in relation to a transaction or arrangement with or for the benefit of the relevant controlling shareholder or any associate of that controlling shareholder:(1) the concessions specified in LR 11.1.5R (1), LR 11.1.5R (2) and LR 11.1.5R (3) in relation to transactions or arrangements in the ordinary course of business; (2) LR 11.1.6 R; and(3) LR 11.1.10 R.
LR 13.8.17RRP
8Where a listed company has a controlling shareholder, a circular to shareholders relating to the election or re-election of an independent director must include:(1) details of any existing or previous relationship, transaction or arrangement the proposed independent director has or had with the listed company, its directors, any controlling shareholder or any associate of a controlling shareholder or a confirmation that there have been no such relationships, transactions or
LR 13.8.18RRP
8In relation to a listed company which did not previously have a controlling shareholder, LR 13.8.17 R does not apply to a circular sent to shareholders within a period of 3 months from the event that resulted in a person becoming a controlling shareholder of the listed company.
CREDS 10.1.3RP
ModuleRelevance to Credit UnionsThe Principles for Businesses (PRIN)The Principles for Businesses (PRIN) set out 3high-level requirements 3imposed by the FCA3. They provide a general statement of regulatory requirements. The Principles apply to all9credit unions. In applying the Principles to credit unions, the FCA3 will be mindful of proportionality. In practice, the implications are likely to vary according to the size and complexity 3of the credit union.99999Senior Management
PR App 1.1.1RP
1Note: The following definitions relevant to the prospectus rules are extracted from the Glossary.Actthe Financial Services and Markets Act 2000.admission to tradingadmission to trading on a regulated market.advertisement(as defined in the PD Regulation) announcements:(1)relating to a specific offer to the public of securities or to an admission to trading on a regulated market; and(2)aiming to specifically promote the potential subscription or acquisition of securities.4applicantan
SUP 5.6.4GRP
2A firm may provide information that would otherwise be subject to a contractual or other requirement to keep it in confidence if it is provided for the purposes of anything required to be done in respect of the skilled person's collection or updating of information under section 166A (Appointment of skilled person to collect and update information) of the Act.
SUP 11.1.2RRP
Applicable sections (see SUP 11.1.1 R)Category of firmApplicable sections(1) A UK domestic firm other than a building society, a non-directive friendly society5, a non-directive firm45or (in the case of an FCA-authorised person) a firm with only a limited permission354All except SUP 11.3, SUP 11.4.2A RandSUP 11.4.4 R3(1A) A building society(a) In the case of an exempt change in control (see Note), SUP 11.1, SUP 11.2andSUP 11.9(b) In any other case, all except SUP 11.3andSUP 11.4.4
SUP 12.9.5RRP
2If a UK MiFID investment firm appoints an EEA tied agent this section applies to that firm as though the EEA tied agent were an appointed representative.