FEES 3 Annex 9 Special Project Fee for restructuring

2(1) R

The Special Project Fee for restructuring (the SPFR) is only payable by a person in one of the following categories:

(a)

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

(b)

if it is in fee-block G.3 (as defined in FEES 4 Annex 11); or

(c)

if it is a recognised investment exchange; or

(d)

if it is a recognised clearing house; or

(e)

if it is in any of the B fee-blocks (as defined in Part 1 of FEES 4 Annex 1).

(2) R

The SPFR becomes payable by a person falling into (1)(a) or (b) if it engages in, or prepares to engage in, activity which involves it undertaking or making arrangements with a view to any of the following:

(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) R

No SPFR is payable under (2) if the transaction only involves the firm seeking to raise capital within the group to which it belongs.

(4) R

Where the transaction in (2) 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. For the purpose of the calculation in (9), all time spent and fees and disbursements incurred in relation to the group are added together.

(5) R

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

(6) R

The SPFR also becomes payable by any person falling into (1) if any of the following circumstances apply to it:

(a)

an insolvency order is in effect as respects the person or the person is being voluntarily wound up or steps are being taken for the making of an insolvency order or voluntary winding up of, or with respect to, the person by someone entitled to take such steps; or

(b)

the Bank of England or the Treasury have exercised a stabilisation power in respect of the person under the Banking Act 2009.

(7) R

In (6):

(a)

references to an insolvency order or winding up include the equivalent process in any jurisdiction outside the United Kingdom; and

(b)

references to an insolvency order include such an order made under the Banking Act 2009.

(8) R

No SPFR is payable:

(a)

if the amount calculated in accordance with (9) totals less than 50,000; or

(b)

for time spent giving guidance to the person in relation to the same matter if the FSA has charged that person for that guidance.

(9) R

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) or (6).

(b)

Next, multiply the applicable rate in the table at (11) 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).

(10) R

The first column in the table at (11) 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.

(11) R

Table of hourly rates:

FSA pay grade

Hourly rate ()

Administrator

25

Associate

50

Technical Specialist

85

Manager

90

Any other person employed by the FSA

135

(12) G

The obligation to pay the SPFR is ongoing. Accordingly, there is no limitation on the number of times that the FSA may invoice a person for the SPFR in relation to the same events or circumstances referred to in (2) or (6). If the FSA does so, there is a single floor under (8)(a) and not a separate one for each instalment. Therefore, for example, if a person is subject to an administration order, the FSA may invoice the person on a periodic basis for all the related regulatory work, but may only do so once the total fee (including disbursements) equals 50,000.

(13) G

If the SPFR is payable, the full amount calculated under (9) is payable not just the excess over 50,000.

(14) G

The SPFR is a single fee. Therefore the SPFR may be payable under both (2) and (6). If it is payable under both, there is only a single floor under (8)(a), not two separate ones.