REC 4.2C Control over a UK RIE

1Section 301A(1) of chapter3 1A of Part XVIII of the Act places an obligation on a person who decides to acquire or increase control (see sections 301D and 301E of the Act) over a UK RIE3to notify the FCA5, before making the acquisition3. Furthermore, those persons are required to obtain the FCA's5 approval before acquiring control 3or increasing the level of control held.

The FCA5 will approve an acquisition or an increase in 3control if it is satisfied that the acquisition by the person seeking approval does not pose a threat to the sound and prudent management of any financial market operated by the UK RIE (see section 301F(4) of the Act). The reference to any financial market is to be read as including a reference to any auction platform as a result of the RAP regulations.763

If a proposed acquirer 3has complied with the obligation to notify, the procedure the FCA5 will follow if it approves or does not approve of that person acquiring or increasing control 3is set out in sections3 301F and 301G 3of the Act.

The FCA's5 internal arrangements provide for any decisions to refuse to approve an acquisition or3 object to an existing control to be taken at an appropriately senior level.

If the FCA5 refuses to approve an acquisition3 or objects to an existing control, the person concerned may refer the matter to the Tribunal (see EG 2.39).2

The powers the FCA5 can exercise in the event that a person acquires or continues to exercise control notwithstanding the FCA's5 refusal to approve the acquisition of control or the FCA's5 objection to the exercise of control are set out in sections 301J and 301K 3of the Act.

The offences for which a person who fails to comply with the obligations set out in Chapter 1A of Part XVIII of the Act is liable are set out in section 301L 3of the Act.