Related provisions for SUP 13.4.5

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SUP 11.3.2GRP
Sections 178(1) and 190(1)of the Act require a person (whether or not he is an authorised person) to notify the FSA in writing if he proposesto take a step which would result in his acquiring control or increasing or reducing his control over a UK domestic firm in a way described in SUP 11.4.2 R (1) to SUP 11.4.2 R (4), or acquiring or reducing his control in a way described in SUP 11.4.2 R (1) and (2). Failure to notify is an offence under section 191(1) of the Act (Offences
SUP 11.3.4GRP
If a person proposesto acquire control or increase hiscontrol over a UK domestic firm in a way described in SUP 11.4.2 R(1) to (4)or acquire control in a way described in SUP 11.4.2AR (1)4, he must obtain the FSA's approval before doing so. Failure to obtain approvalis an offence under section 191(3) of the Act (Offences under this Part). The FSA has up to three months to consider whether to approve such a change in control: see SUP 11.7 for guidance on the approval procedure
SUP 11.3.5BDRP
6The FSA may treat as notice given in accordance with sections 178(1) and 190(1)of the Act a written notification from a firm which contains the following statements:(1) that the firm proposes to acquire and/or dispose of control, on one or more occasions, of any UK domestic firm whose shares or those of its ultimate parent undertaking are, at the time of the acquisition or disposal of control, listed or which are admitted to listing on a designated investment exchange;:(2) that
SUP 11.3.7DRP
A notification ("notice of control") given to the FSA by a person who is acquiring control or increasing his control over a UK domestic firm, in a way described in SUP 11.4.2 R (1) to (4), or acquiring control in a way described in SUP 11.4.2A R, must:46(1) where the controller or a proposed controller is not an authorised person, contain the information required in6 the relevant controllers form;88(1A) where the controller is a custodian or a nominee company notifying under SUP
SUP 13.4.2GRP
A UK firm cannot start providing cross border services into another EEA State under an EEA right unless it satisfies the conditions in paragraphs 20(1) of Part III of Schedule 3 to the Act and, if it derives its EEA right from the Insurance Directives, paragraph 20(4B) of Part III of Schedule 3 to the Act. It is an offence for a UK firm which is not an authorised person to breach this prohibition (paragraph 21 of Part III of Schedule 3 to the Act).The conditions are that:(1) the
SUP 13.4.4GRP
8(1) If8 the UK firm'sEEA right derives from MiFID8, the Banking Consolidation Directive or the UCITS Directive, paragraph 20(3) of Part III of Schedule 3 to the Act requires the FSA to send a copy of the notice of intention8 to the Host State Regulator within one month8 of receipt.8However, a UK firm passporting under the Banking Consolidation Directive or MiFID may start providing cross border services as soon as it satisfies the relevant conditions (see SUP 13.4.2 G).888888(2)
SUP 13.3.2GRP
A UK firm cannot establish a branch in another EEA State for the first time under an EEA right unless the conditions in paragraphs 19(2), (4) and (5) of Part III of Schedule 3 to the Act are satisfied. It is an offence for a UK firm which is not an authorised person to contravene this prohibition (paragraph 21 of Part III of Schedule 3 to the Act). These conditions are that:(1) the UKfirm has given the FSA, in accordance with the FSArules (see SUP 13.5.1 R), notice of its intention
SUP 13.3.7GRP
(1) If the FSA proposes to refuse to give a consent notice, then paragraph 19(8) of Part III of Schedule 3 to the Act requires the FSA to give the UK firm a warning notice.(2) If the FSA decides to refuse to give a consent notice, then paragraph 19(12) of Part III of Schedule 3 to the Act requires the FSA to give the UK firm a decision notice within three months8 of the date on which it received the UK firm'snotice of intention8(two months8 in the case of a UK firm which is a
SUP 13A.4.3GRP
For the purposes of paragraph 13(2)(b) of Part II of Schedule 3 to the Act, the applicable provisions may include FSArules. The EEA firm is required to comply with relevant rules when carrying on a passported activity through a branch in the United Kingdom as well as with relevant UK legislation.
REC 4.2B.1GRP
1Under section 312C of the Act, if a UK RIE wishes to make arrangements in an EEA State other than the UK to facilitate access to or use of a regulated market or multilateral trading facility operated by it, it must give the FSAwritten notice of its intention to do so. The notice must:(1) describe the arrangements; and(2) identify the EEA State in which the UK RIE intends to make them.
SUP 13A.1.2GRP
This chapter does not apply to:(1) an EEA firm that wishes to carry on in the United Kingdom activities which are outside the scope of its EEA right and the scope of a permission granted under Schedule 4 to the Act; in this case the EEA firm requires a "top-up permission" under Part IV of the Act (see the FSA website "How do I get authorised":http://www.fsa.gov.uk/Pages/Doing/how/index.shtml3); or 3(2) an EEA firm that carries on any insurance activity:(a) by the provision of
SUP 13A.1.5GRP
(1) EEA firms should note that this chapter only addresses the procedures which the FSA will follow under the Act after it has received a consent notice or been notified of an EEA firm's intentions by its Home State regulator. So, an EEA firm should consider this guidance in conjunction with the requirements with which it will have to comply in its Home State. (2) The guidance in this chapter represents the FSA's interpretation of the Single Market Directives, the Act and the
SUP 14.6.2GRP
In addition, under section 34(2) an incoming EEA firm may ask the FSA to give a direction cancelling its authorisation under Schedule 3 to the Act.
SUP 14.6.10GRP
In addition, under section 35(2) an incoming Treaty firm may ask the FSA to give a direction cancelling its authorisation under Schedule 4 to the Act.
SUP 11.2.1GRP
Part XII of the Act (Control over authorised persons) places an obligation on the controllers and proposed controllers of those UK domestic firms not listed in SUP 11.1.1 R (1) to SUP 11.1.1 R (6) to notify the FSA of changes in control. Furthermore, those persons are required to obtain the FSA's approval before becoming a controller or increasing the level of control held (in certain circumstances). SUP 11.3 is intended to assist those persons in complying with their obligations
SUP 11.2.3GRP
As the approval of the FSA is not required under the Act for a new controller of an overseas firm, the notification rules on such firms are less prescriptive than they are for UK domestic firms. Nevertheless, the FSA still needs to monitor such an overseas firm's continuing satisfaction of the threshold conditions, which normally includes consideration of a firm's connection with any person, including its controllers and parent undertakings (see COND). The FSA therefore needs
SUP 13A.7.1GRP
If a person established in the EEA: (1) does not have an EEA right; (2) does not have permission as a UCITS qualifier; and(3) does not have, or does not wish to exercise, a Treaty right (see SUP 13A.3.4 G to SUP 13A.3.11 G);to carry on a particular regulated activity in the United Kingdom, it must seek Part IV permission from the FSA to do so (see the FSA website "How do I get authorised": http://www.fsa.gov.uk/Pages/Doing/how/index.shtml1). This might arise if the activity itself
SUP 13A.7.4GRP
For guidance on how to apply for Part IV permission under the Act, see the FSA website "How do I get authorised": http://www.fsa.gov.uk/Pages/Doing/how/index.shtml.1 If an EEA firm or Treaty firm wishes to make any subsequent changes to its top-up permission, it can make an application for variation of that permission (see SUP 6 (Applications to vary and cancel Part IV permission)).1
PR 5.3.1UKRP

Sections 87H and 87I of the Act provide:

Prospectus approved in another EEA State

87H

(1)

A prospectus approved by the competent authority of an EEA State other than the United Kingdom is not an approved prospectus for the purposes of section 85 unless that authority has provided the competent authority with –

(a)

a certificate of approval;

(b)

a copy of the prospectus as approved; and

(c)

if requested by the [FSA], a translation of the summary of the prospectus.

(2)

A document is not a certificate of approval unless it states that the prospectus –

(a)

has been drawn up in accordance with the prospectus directive; and

(b)

has been approved, in accordance with that directive, by the competent authority providing the certificate.

(3)

A document is not a certificate of approval unless it states whether (and, if so, why) the competent authority providing it authorised, in accordance with the prospectus directive, the omission from the prospectus of information which would otherwise have been required to be included.

(4)

“Prospectus” includes a supplementary prospectus.

Provision of information to host Member State

87I

(1)

The [FSA] must, if requested to do so, supply the competent authority of a specified EEA State with –

(a)

a certificate of approval;

(b)

a copy of the specified prospectus (as approved by the [FSA]); and

(c)

a translation of the summary of the specified prospectus (if the request states that one has been requested by the other competent authority).

(2)

Only the following may make a request under this section –

(a)

the issuer of the transferable securities to which the specified prospectus relates;

(b)

a person who wishes to offer the transferable securities to which the specified prospectus relates to the public in an EEA State other than (or as well as) the United Kingdom;

(c)

a person requesting the admission of the transferable securities to which the specified prospectus relates to a regulated market situated or operating in an EEA State other than (or as well as) the United Kingdom.

(3)

A certificate of approval must state that the prospectus –

(a)

has been drawn up in accordance with this Part and the prospectus directive; and

(b)

has been approved, in accordance with those provisions, by the [FSA].

(4)

A certificate of approval must state whether (and, if so, why) the [FSA] authorised, in accordance with section 87B, the omission from the prospectus of information which would otherwise have been required to be included.

(5)

The [FSA] must comply with a request under this section –

(a)

if the prospectus has been approved before the request is made, within 3 working days beginning with the date of the request; or

(b)

if the request is submitted with an application for the approval of the prospectus, on the first working day after the date on which it approves the prospectus.

(6)

“Prospectus” includes a supplementary prospectus.

(7)

“Specified” means specified in a request made for the purposes of this section.
SUP 14.1.1GRP
1This chapter applies to an incoming EEA firm which has established a branch in, or is providing cross border services into, the United Kingdom under one of the Single Market Directives and, therefore, qualifies for authorisation under Schedule 3 to the Act.