Related provisions for SUP 18.3.5
21 - 40 of 110 items.
Alternatively, the FSA may decide to approve the proposed acquisition or increase of control subject to such conditions as it considers appropriate, having regard to the FSA's duty to ensure that the firm concerned will satisfy, and continue to satisfy, the threshold conditions (section 185 of the Act).(1) If the FSA proposes to approve subject to conditions, it must give a warning notice.2(2) If the FSA decides to proceed to approve subject to conditions, it must give a decision
A notice which approves a change of control (with or without conditions) is effective only for a limited period as set out in the notice (or, if no such period is specified, for one year) (section 184(3) of the Act). An approved change in control may not therefore take place after the end of this period.
Before giving an approval notice orwarning notice , the FSAmust comply with certain requirements as to consultation with 1competent authorities outside the United Kingdom (sections 183(2) and 188(2) of the Act and the Financial Services and Markets Act 2000 (Consultation with Competent Authorities) Regulations 2001). The Financial Groups Directive Regulations make special provision in relation to (the change in control over a UK authorised person (within the meaning of section
Discussions with the FSA are particularly relevant where the firm has to discharge obligations to its customers or policyholders before it can cease carrying on a regulated activity. This may be the case, for example, where the firm is an insurer, a bank or, as is often the case, holding client money or customer assets.
A firm which is winding down (running off) its activities should contact its usual supervisory contact at the FSA to discuss its circumstances. The FSA will discuss the firm's winding down plans and the need for the firm to vary or cancel its Part IV permission. Following these discussions, an application for variation or cancellation of Part IV permission, as appropriate, should usually be made by the firm, although, in certain circumstances, the FSA may use its own-initiative
(1) Specific guidance on the additional procedures for a firm winding down (running off) its business in the circumstances discussed in SUP 6.2.8 G is in SUP 6 Annex 4.(2) The guidance in SUP 6 Annex 4 applies to any firm that is applying for variation of Part IV permission before it applies for cancellation of Part IV permission to enable it to wind down (run off) its business over a long term period of six months of more. It will apply to most insurers and banks and, in some
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 proposed event; and |
(4) |
any other information of which the FSA would reasonably expect notice, including information which could have a material impact on any of the approval requirements in section 186(2) of the Act (seeSUP 11.7.5 G) and any relevant supporting documentation. |
Firms are reminded that a change in control may give rise to a change in the groupcompanies to which the FSA's consolidated financial supervision requirements apply. Also, the firm may for the first time become subject to the FSA's 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 FSA may therefore request such a firm, controller or
A firm and its controller or proposed controller may discharge an obligation to notify the FSA by submitting a single joint notificationcontaining the information required from the firm and the controller or proposed controller. In this case, the Controllers Form A may be used to submit a notification on behalf of both the firm and the controller or proposed controller.
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 FSA by submitting a single notification containing one set of information.
(1) If an offer is
made, or admission to trading is
sought, in one or more EEA States excluding
the United Kingdom and the United Kingdom is the Home
State, the prospectus must
be drawn up in a language accepted by the competent authorities of those EEA States or in a language customary in
the sphere of international finance, at the choice of the issuer, offeror or person requesting
admission (as the case may be). [ Note: article
19.2 PD ](2) For the purpose of the scrutiny
by
If admission
to trading of non-equity transferable
securities whose denomination per unit amounts to at least 50,000 euros (or an equivalent amount)
is sought in the United Kingdom or
in one or more other EEA States,
the prospectus must be drawn
up in either a language accepted by the competent authorities of the Home State and Host
States or in a language customary in the sphere of international
finance, at the choice of the issuer, offeror or person requesting
admission (as
If:(1) an offer is
made in the United Kingdom;(2) a prospectus relating
to the transferable securities has
been approved by the competent authority of another EEA
State and the prospectus contains
a summary; and(3) the prospectus is not drawn up in English;the offeror must
ensure that the summary is
translated into English. [ Note: article
19.2 PD ]
A firm is required to notify the FSA of changes to its close links (see SUP 11.9). Threshold condition 3 (Close links) provides that, if a firm has close links with another person, the FSA must be satisfied that:(1) those close links are not likely to prevent the FSA's effective supervision of the firm; and(2) where it appears to the FSA that the person is subject to the laws, regulations or administrative provisions of a territory which is not an EEA State, neither the foreign
The purposes of the rules and guidance in this section are:(1) to ensure that, in addition to such notifications, the FSA receives regular and comprehensive information about the identities of all persons with whom a firm has close links, which is relevant to a firm's continuing to satisfy the threshold condition 3 (Close links) (see SUP 2.3) and to the protection of consumers; and(2) to implement certain requirements relating to the provision of information on close links which
(1) A firm must submit a report to the FSA annually the information in (3) or (4) (as applicable).(2) A firm must submit the report in (1) to the FSA within four months of the firm'saccounting reference date.(3) If a firm is not aware: (a) that it has any close links; or (b) of any material changes to the details in (4) (a) to (c) in respect of its close links since the submission of its previous report under (1);then the report in (1) must confirm this.(4) Unless (3) applies,
1This chapter applies to every firm and with respect to every regulated activity, except that:(1) for an incoming ECA provider, this chapter does not apply when the firm is acting as such;(2) for an incoming EEA firm which has permission only for cross-border services and which does not carry on regulated activities in the United Kingdom, this chapter does not apply;(3) for an incoming firm not falling under (1) or (2), this chapter does not apply to the extent that the firm is
(1) If a firm wishes to cancel its Part IV permission, it must complete and submit to the FSA the form in SUP 6 Annex 6 (Cancellation of permission application form).2(2) A firm's application for cancellation of Part IV permission must be:(a) given to a member of, or addressed for the attention of, the Cancellations 4Team at the FSA; and4(b) delivered to the FSA by one of the methods in SUP 15.7.5 R (Form and method of notification).(3) [deleted]2(4) Until the application has
A firm which is applying for cancellation of Part IV permission and which is not otherwise authorised by, or under, the Act should, at the same time, comply with SUP 10.13.6 R and notify the FSA of persons ceasing to perform controlled functions. These forms should give the effective date of withdrawal, if known (see SUP 10 (Approved persons)).
In deciding whether to cancel a firm'sPart IV permission, the FSA will take into account all relevant factors in relation to business carried on under that permission, including whether:(1) there are unresolved, unsatisfied or undischarged complaints against the firm from any of its customers;(2) the firm has complied with CASS 4.3.99 R and CASS 5.5.80 R (Client money: discharge of fiduciary duty) and CASS 4.3.104 R (Client money: allocated but unclaimed client money) if it has
Actuaries appointed under this chapter2 are subject to regulations made by the Treasury under section 342(5) and 343(5) of the Act (Information given by auditor or actuary to the Authority). These regulations oblige actuaries to report certain matters to the FSA. Sections 342(3) and 343(3) of the Act provide that an actuary does not contravene any duty by giving information or expressing an opinion to the FSA, if he is acting in good faith and he reasonably believes that the information
An actuary2 who has ceased to be appointed under this chapter2, or who has been formally notified that he will cease to be so 2appointed, must notify the FSA without delay:222(1) of any matter connected with the cessation which he thinks ought to be drawn to the FSA's attention; or(2) that there is no such matter.
(1) A person seeking to have the function of approving a prospectus transferred to the competent authority of another EEA State must make a written request to the FSA at least 10 working days before the date the transfer is sought.(2) The request must:(a) set out the reasons for the proposed transfer;(b) state the name of the competent authority to whom the transfer is sought; and(c) include a copy of the draft prospectus.
The FSA will consider transferring the function of approving a prospectus to the competent authority of another EEA State:(1) if requested to do so by the issuer, offeror or person requesting admission or by another competent authority; or(2) in other cases if the FSA considers it would be more appropriate for another competent authority to perform that function.
Under section 148(4) of the Act, the FSA may not give a waiver unless it is satisfied that:(1) compliance by the firm with the rules, or with the rules as unmodified, would be unduly burdensome, or would not achieve the purpose for which the rules were made; and(2) the waiver would not result in undue risk to persons whose interests the rules are intended to protect.
(1) The authorised fund manager may, with the prior agreement of the depositary, and must without delay, if the depositary so requires, suspend the issue, cancellation, sale and redemption of units in an authorised fund (referred to in this chapter as "dealings in units"), where due to exceptional circumstances it is in the interest of all the unitholders in the authorised fund. (2) On suspension, the authorised fund manager, or the depositary if it has required the authorised