FEES 4A Annex 3 Special Project Fee for restructuring

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(1)

The Special Project Fee for restructuring (the SPFR) is only payable by a TP firm or TA PI firm 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 1AR); or

(b)

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

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(2)

The SPFR becomes payable by a TP firm or TA PI firm 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 TP firm or TA PI firm or the group to which it belongs, including:

(i) mergers or acquisitions;

(ii) reorganising the TP firm’s or TA PI firm’s group structure;

(iv) a significant change to the TP firm’s or TA PI firm’s business model; and

(v) a significant internal change programme.

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(3)

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

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(4)

Where the transaction in (2) involves raising capital outside the TP firm or TA PI firm to which the TP firm or TA PI firm belongs, any SPFR in relation to that transaction is only payable by the largest TP firm or TA PI firm in that group. The largest firm is the one that pays the highest periodic fee in the fee year 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.

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(5)

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

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(6)

The FCA will levy its own SPFR separate to any levy issued by the PRA, and this may be in relation to the same event or circumstance.

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(7)

No SPFR is payable to the FCA:

(a)

if the amount calculated in accordance with (8) in relation to the regulatory work conducted by the FCA totals less than £25,000 in the case of a TP firm in fee-blocks A.1 or A.3 or A.4, or £50,000 in the case of a TP firm in any of the other A fee-blocks; or

(b)

for time spent giving guidance to the TP firm or TA PI firm in relation to the same matter if the FCA has charged that TP firm or TA PI firm for that guidance.

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(8)

The SPFR for the FCA is calculated as follows:

(a)

Determine the number of hours, or part of an hour, taken by the FCA 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 (11) by the number of hours or part hours obtained under (a).

(c)

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

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(9)

The first column in the table at (10) sets out the relevant pay grades of those employed by the FCA and the second column sets out the hourly rates chargeable in respect of those pay grades.

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(10)

Table of FCA hourly rates:

FCA pay grade

Hourly rate (£)

Administrator

45

Associate

75

Technical Specialist

130

Manager

145

Any other person employed by the FCA

255

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(11)

The obligation to pay the SPFR is ongoing. Accordingly, there is no limitation on the number of times that the FCA may invoice a TP firm or TA PI firm for the SPFR in relation to the same events or circumstances referred to in (2). If the FCA does so, there is a single floor under (7)(a) and not a separate one for each instalment.

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(12)

If the SPFR is payable, the full amount calculated under (8) is payable, and not just the excess over £50,000 or £25,000.