FEES 3 Annex 9 Special Project Fee for restructuring

1(1)

The Special Project Fee for restructuring (the SPFR) is payable by a firm if:

(a)

it falls within any of the A fee-blocks defined in Part 1 of FEES 4 Annex 1, except if it is in fee-block A.16 only;

(b)

it engages in, or prepares to engage in, the activity set out in (2); and

(c)

none of the circumstances in (3) apply.

(2)

The activity referred to in (1)(b) involves the firm undertaking or making arrangements with a view to either:

(a)

raising additional capital; or

(b)

a significant restructuring of the firm or the group to which it belongs, including:

(i) mergers or acquisitions;

(ii) reorganising the firm's group structure; and

(iii) reattribution.

(3)

No SPFR is payable where:

(a)

the amount calculated in accordance with (6) totals less than 50,000; or

(b)

the FSA has given any guidance to the firm in relation to the same matter and charged for it; or

(c)

the transaction only involves the firm seeking to raise capital within the group to which it belongs.

(4)

Where the transaction involves raising capital outside the group to which the firm belongs, any SPFR in relation to that transaction is only payable by the largest firm in that group. The largest firm is the one that pays the highest periodic fee in the FSA financial year (the 12 months ending 31 March) in which the bill is raised.

(5)

The definition of group is limited for the purposes of calculating the SPFR to parent undertakings and their subsidiary undertakings.

(6)

The SPFR is calculated as follows:

(a)

Determine the number of hours, or part of an hour, taken by the FSA in relation to regulatory work conducted as a consequence of the activities referred to in (2).

(b)

Next, multiply the applicable rate in the table at (8) by the number of hours or part hours obtained under (a).

(c)

Then add any fees and disbursements invoiced to the FSA by any person in respect of services performed by that person for the FSA in relation to assisting the FSA in performing the regulatory work referred to in (a).

(d)

The resulting figure is the fee.

(e)

The number of hours or part hours referred to in (a) are the number of hours or part hours as recorded on the FSA's systems in relation to the regulatory work referred to in (a).

(7)

The first column in the table at (8) sets out the relevant pay grades of those employed by the FSA and the second column sets out the hourly rates chargeable in respect of those pay grades.

(8)

Table of hourly rates:

Administrator

25

Associate

50

Technical Specialist

85

Manager

90

Any other person employed by the FSA

135