Related provisions for SUP 16.4.9

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SUP 11.5.1RRP

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 change in control; and5

(4)

any other information of which the FSA would reasonably expect notice.5
SUP 11.5.4GRP
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
SUP 11.5.7RRP
A notification of a proposed reduction in control must:(1) give the name of the controller; and(2) provide details of the extent of control (if any) which the controller will have following the change in control.
SUP 11.5.8GRP
A firm and its controller or proposed controller may discharge an obligation to notify the FSA by submitting a single joint section 178 notice5containing the information required from the firm and the controller or proposed controller. In this case, the section 178 notice53 may be used on behalf of both the firm and the controller or proposed controller.5355
SUP 11.5.9GRP
If a person is proposing a change in control over more than one firm within a group, then the controller or proposed controller may submit a single section 178 notice5 in respect of all those firms. The section 178 notice5should contain all the required information as if separate notifications had been made, but information and documentation need not be duplicated.55
SUP 11.5.10GRP
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 section 178 notice5 containing one set of information.5
SUP 11.3.2AGRP
The Treasury have made the following exemptions from the obligations under section 178 of the Act10:(1) controllers and potential controllers of non-directive friendly societiesare exempt from the obligation to notify a change in control (The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/77410));10(2) controllers and potential controllers of building societies are exempt from the obligation to notify a change in control unless the change
SUP 11.3.5GRP
The FSA's approval is not required before a controller reduces control or ceases to have control10 over a UK domestic firm.10
SUP 11.3.5CGRP
6Where the FSA approves changes in control proposed in a notice given under SUP 11.3.5B D:(1) the controller remains subject to the requirement to notify the FSA when a change in control actually occurs; and(2) the notification of change in control should be made no later than five business days after the end of each month and set out all changes in the controller's control position for each UK domestic firm for the month in question.At that stage, the FSA may seek from the controller
SUP 11.3.7DRP
A section 178 notice10 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 contain the information and be accompanied by such documents as are required by the controllers form approved by the FSA for the relevant application. 461010
SUP 11.3.7AGRP
The controllers forms approved by the FSA may be found at the FSA's website (www.fsa.gov.uk/Pages/Doing/Regulated/Notify/Control/index.shtml)
SUP 11.3.13GRP
A controller or proposed controller which is an authorised person is required to submit less information under SUP 11.3.7 D than other persons and consequently the FSA may ask for confirmation of details already held or any additional information required under SUP 11.5.1R10.1010
SUP 11.3.15ADRP
10A notice given to the FSA by a person who is reducing or ceasing to have control over a UK domestic firm, as set out in SUP 11.4.2Ror SUP 11.4.2A R must:(1) be in writing; and(2) provide details of the extent of control (if any) which the controller will have following the change in control.
SUP 11.3.17GRP
6Notifications to the FSA by proposed controllers and controllers under Part XII of the Act may be made on a joint basis outlined in SUP 11.5.8 G to SUP 11.5.10 G.10
SUP 11.4.2RRP
A UK domestic firm,4 other than a non-directive firm, 4must notify the FSA of any of the following events concerning the firm:14(1) a person acquiring control;4(2) an existing controller increasing control4; 4(3) an existing controller reducing control4; 4(4) an existing controller ceasing to have control4.44
SUP 11.4.2ARRP
1A non-directive firm4must notify the FSA of any of the following events concerning the firm:4(1) a person becoming controller of the firm; or44(2) an existing controller ceasing to be controller of the firm.444
SUP 11.4.4RRP
An overseas firm must notify the FSA if a person becomes a controller of the firm, increases or reduces control over the firm or ceases to have control over the firm44
SUP 11.4.8GRP
Principle 11 requires firms to be open and cooperative with the FSA. A firm should discuss with the FSA, at the earliest opportunity, any prospective changes of which it is aware, in a controller's4or proposed controller's4shareholdings or voting power (if the change is material). These discussions may take place before the formal notification requirement in SUP 11.4.2 R, R or SUP 11.4.4 R arises. (See also SUP 11.3.2 G). As a minimum, the FSA considers that such discussions
SUP 11.4.9GRP
The obligations 4in SUP 11.4.2 R andSUP 11.4.2A R apply 4 whether or not the controller himself has given or intends to give a notification, in accordance with his obligations under the Act.144
SUP 11.4.10RRP
A firm must take reasonable steps to keep itself informed about the identity of its controllers.
SUP 16.4.1GRP
This section applies to every firm except those firms excluded from its operation by SUP 16.1.1 R and SUP 16.1.3 R. 632
SUP 16.4.4GRP
A firm and its controllers are required to notify certain changes in control (see7SUP 11 (Controllers and close links)). The purpose of the rules and guidance in this section is:7(1) to ensure that, in addition to such notifications, the FSA receives regular and comprehensive information about the identities of all of the controllers of a firm, which is relevant to a firm's continuing to satisfy the threshold conditions (see COND 2.3); 8(2) to implement certain requirements relating
SUP 16.4.10RRP
If a firm is a friendly society or a building society, then it is required to submit a report under SUP 16.4.5 R only if it is aware that it has a controller.4
SUP 16.4.11RRP
3In SUP 16.4.5 R and SUP 16.4.10 R, a building society may regard a person as not being a controller if that person is exempt from the obligation to notify a change in control under The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/7748) (see SUP 11.3.2A G (2)).88
SUP 11.2.1GRP
Part XII of the Act (Notices of acquisitions of control 3 over UK3 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, including acquiring, increasing or reducing control or ceasing to have control over a firm.3 Furthermore, those persons are required to obtain the FSA's approval before becoming a controller or increasing their
SUP 11.2.2GRP
The rules in SUP 11.4 to SUP 11.6 are aimed at ensuring that the FSA receives information it needs to assist the FSA with its responsibility to monitor and, in some cases, give prior approval to firms' controllers.213
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 11.2.4GRP
As part of the FSA's function of monitoring a firm's continuing satisfaction of the threshold conditions, the FSA needs to consider the impact of any significant change in the circumstances of one or more of its controllers, for example, in their financial standing and, in respect of corporate controllers, in their governing bodies. Consequently, the FSA needs to know if there are any such changes. SUP 11.8 therefore requires a firm to tell the FSA if it becomes aware of particular
SUP 11.2.6GRP
Every firm, other than a firm listed in SUP 11.1.1 R (1) to SUP 11.1.1 R (6)2or a firm excluded from the operation of SUP 16.4 or SUP 16.5 by SUP 16.1.3 R, is required to submit an annual report on its controllers and close links as set out in SUP 16.4 and SUP 16.5.
SUP 11.8.1RRP
A firm must notify the FSA immediately it becomes aware of any of the following matters in respect of one or more of its controllers: (1) if a controller, or any entity subject to his control, is or has been the subject of any legal action or investigation which might put into question the integrity of the controller; (2) if there is a significant deterioration in the financial position of a controller; (3) if a corporate controller undergoes a substantial change or series of
SUP 11.8.5GRP
The level of a firm's awareness of its controller's circumstances will depend on its relationship with that controller. The FSA does not expect firms to implement systems or procedures so as to be certain of any changes in its controllers' circumstances. However, the FSA does expect firms to notify it of such matters if the firm becomes aware of them, and it expects firms to make enquiries of its controllers if it becomes aware that one of the events in SUP 11.8.1 R may occur
SUP 11.8.6GRP
The FSA may ask the firm for additional information following a notification under SUP 11.8.1 R in order to satisfy itself that the controller continues to be suitable (see SUP 2: Information gathering by the FSA on its own initiative).
LR 5.2.5RRP
Subject to LR 5.2.6 R1LR 5.2.7 R, LR 5.2.10 R and LR 5.2.12 R, 1an issuer that wishes the FSA to cancel the listing of any of its equity shares1with a primary listing must:111(1) send a circular to the holders of the securities. The circular must:(a) comply with the requirements of LR 13.3.1 R and LR 13.3.2 R (contents of all circulars);(b) be submitted to the FSA for approval prior to publication; and(c) include the anticipated date of cancellation (which must be not less than
LR 5.2.10RRP
LR 5.2.5 Rand LR 5.2.5A R do not apply to the cancellation of ordinary equity shares of an issuer5 when, in the case of a takeover offer:1(1) the offeror has by virtue of its shareholdings and acceptances of the offer, acquired or agreed to acquire issued share capital carrying 75% of the voting rights of the issuer; and(2) the offeror has stated in the offer document or any subsequent circular sent to the security holders that a notice period of not less than 20 business days
SUP 11.6.3RRP
During the period in SUP 11.6.2 R, a UK domestic firm must take reasonable steps to keep itself informed about the circumstances of the controller or the proposed controller to which the notification related.
LR App 2.1.2GRP

[deleted]

LR 9.8.4RRP
In addition to the requirements set out in DTR 4.1 a listed company1 must include in its annual financial report1, where applicable, the following:1(1) a statement of the amount of interest capitalised by the group during the period under review with an indication of the amount and treatment of any related tax relief;(2) any information required by LR 9.2.18 R (Publication of unaudited financial information);(3) details of any small related party transaction as required by LR
COLL 6.5.3RRP
(1) The directors (or director) of an ICVC must take all practicable steps to ensure the ICVC has at all times as its ACD a person who is qualified to act as ACD.(2) If the ICVC ceases to have any director, the depositary must exercise its powers, under the OEIC Regulations, to appoint a person to be an ACD of the ICVC.(3) For an ICVC that holds annual general meetings under the OEIC Regulations, the1 appointment of an ACD (other than the first ACD), under (1) or (2), must terminate
SUP 12.4.4GRP
In assessing, under SUP 12.4.2 R (2)(b), whether an appointed representative or prospective appointed representative is otherwise 1suitable to act for the firm in that capacity, a firm should consider:(1) whether the person is fit and proper; guidance on the information that firms should take reasonable steps to obtain and verify is given in SUP 12 Annex 2; and(2) the fitness and propriety (including good character and competence) and financial standing of the controllers, directors,
SUP 3.6.9GRP
Firms and their officers, managers and controllers are reminded that, under section 346 of the Act (Provision of false or misleading information to auditor or actuary), knowingly or recklessly giving false information to an auditor appointed under SUP 3.3.2 R constitutes an offence in certain circumstances, which could render them liable to prosecution. This applies even when an auditor is also appointed under an obligation in another enactment.
SUP 11.1.2RRP

Applicable sections (see SUP 11.1.1 R)

Category of firm

Applicable sections

(1)

A UK domestic firm other than a building society, a non-directive friendly society or a non-directive firm43

4

All except SUP 11.3, SUP 11.4.2A RandSUP 11.4.4 R3

(1A)

A building society

(a) In the case of an exempt change in control (see Note), SUP 11.1, SUP 11.2andSUP 11.9

(b) In any other case, all except SUP 11.3, RandSUP 11.4.4 R3

(2)

A non-directive friendly society

SUP 11.1, SUP 11.2, andSUP 11.9

(2A) 3

A non-directive firm43

4

all exceptSUP 11.3, SUP 11.4.2 R, 4andSUP 11.4.4 R3

(3)

An overseas firm

All except SUP 11.3, SUP 11.4.2 R, SUP 11.4.2A R, 4, SUP 11.4.9 G, SUP 11.5.8 G to SUP 11.5.10 G, SUP 11.6.2 R, SUP 11.6.3 R, 4, SUP 11.73

Note

In row (1A), a change in control is exempt if the controller or proposed controller is exempt from any obligation to notify the FSA under Part XII of the Act (Notices of acquisitions of control4 over UK authorised persons4) because of The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 (SI 2009/7744). (See SUP 11.3.2A G).21

444
SUP 7.3.2GRP
The FSAmay seek to vary a firm's Part IV permission on its own initiative in certain situations including the following:(1) If the FSA determines that a firm's management, business or internal controls give rise to material risks that are not fully addressed by its rules, the FSAmay seek to vary the firm's Part IV permission and impose an additional requirement or limitation on the firm.(2) If a firm becomes or is to become involved with new products or selling practices which