Related provisions for BIPRU 1.2.19
21 - 40 of 333 items.
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 appropriate regulator7 would reasonably expect notice.5 7 |
A firm and its controller or proposed controller may discharge an obligation to notify the appropriate regulator7 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.75355
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 to the PRA7 in respect of all those firms which are PRA-authorised persons and a single section 178 notice to the FCA in respect of all those firms which are not PRA-authorised persons.7 The section 178 notice5should contain all the required information as if separate notifications had been made, but information
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 appropriate regulator7 by submitting a single section 178 notice5 to the PRA7 containing
3A firm must notify the appropriate regulator in writing of the intention of another member of its group which is not a firm to issue a capital instrument which the firm intends to include within its capital resources or the consolidated capital resources of its UK consolidation group or non-EEA sub-group as soon as it becomes aware of the intention of the groupundertaking to issue the capital instrument. When giving notice, a firm must:(1) provide details of the amount of capital
3A firm must provide a further notification to the appropriate regulator in writing including all the information required in BIPRU 8.6.1BR (1) to (4) as soon as it becomes aware of any changes that are proposed to the intended date of issue, amount of issue, type of investors, stage of capital or any other feature of the capital instrument previously notified to the appropriate regulator.
3If a groupundertaking proposes to establish a debt securities program for the issue of capital instruments which the firm intends to include within its capital resources or the consolidated capital resources of its UK consolidation group or non-EEA sub-group, it must:(1) notify the appropriate regulator of the establishment of the program; and(2) provide the information required by BIPRU 8.6.1BR (1) to (4); as soon as it becomes aware of the proposed establishment. The appropriate
3The capital instruments to which BIPRU 8.6.1B R does not apply are:(1) ordinary shares issued by a groupundertaking which:(a) are the most deeply subordinated capital instrument issued by that groupundertaking;(b) meet the criteria set out in GENPRU 2.2.83R (2) and GENPRU 2.2.83R (3) and GENPRU 2.2.83A R; and(c) are the same as ordinary shares previously issued by that groupundertaking;(2) debt instruments issued from a debt securities program established by a groupundertaking,
3A firm must notify the appropriate regulator in writing, no later than the date of issue, of the intention of a groupundertaking to issue a capital instrument listed in BIPRU 8.6.1E R which the firm intends to include within its capital resources or the consolidated capital resources of its UK consolidation group or non-EEA sub-group. When giving notice a firm must:(1) provide the information set out at BIPRU 8.6.1BR (1) to (3); and(2) confirm that the terms of the capital instrument
A firm must comply with the requirements set out in GENPRU 2.2.135R (Notifying the appropriate regulator of unusual transactions in relation to indirectly issued capital) and GENPRU 2.2.137 R (Contents of marketing documents in relation to indirectly issued capital) in relation to consolidated indirectly issued capital included in consolidated capital resources.
Where the change arises from circumstances within the control of the incoming EEA firm, the requirements in regulation 4(4) are that:(1) the incoming EEA firm has given notice to the appropriate UK regulator12 (see SUP 14.4.1 G) and to its Home State regulator stating the details of the proposed change;12(2) the appropriate UK regulator12 has received a notice stating those details; and12(3) either:(a) the appropriate UK regulator12 has informed the firm that it may make the change;
Changes to the requisite details may lead to changes to the applicable provisions to which the incoming EEA firm is subject. The appropriate UK regulator12 will, as soon as practicable after receiving a notice in SUP 14.2.3 G or SUP 14.2.8 G, inform the incoming EEA firm of any consequential changes in the applicable provisions (regulation 4(6)).112
If the change arises from circumstances beyond the incoming EEA firm's control, the firm is required by regulation 4(5) (see SUP 14.2.2 G) or regulation 6(5) (see SUP 14.2.5 G (2)) to give a notice to the appropriate UK regulator12 (see SUP 14.4.1 G) and to its Home State regulator stating the details of the change as soon as reasonably practicable.12
6The relevant requirements in regulation 4A(3) are that:(1) the EEA MiFID investment firm has given notice to its Home State regulator stating the details of the proposed change; and(2) the period of one month beginning with the date on which the EEA MiFID investment firm gave the notice mentioned in (1) has elapsed.
6Changes to the requisite details may lead to changes to the applicable provisions to which the EEA MiFID investment firm is subject. The appropriate UK regulator12 will, as soon as practicable after receiving a notice in SUP 14.2.11 G inform the EEA MiFID investment firm of any consequential changes in the applicable provisions. 12
10The relevant requirements in regulation 7B(4) are that: (1) the incoming EEA firm has given a notice to the FCA and its home state regulator stating the details of the proposed changes; and (2) either: (a) the FCA has informed the incoming EEA firm that it may make the change; or(b) a period of one month has elapsed beginning with the day on which the incoming EEA firm gave the notice under (1).
(1) A CASS debt management firm must, once every year and by the time it is required to make a notification in accordance with CASS 11.2.4 R, determine whether it is a CASS large debt management firm or a CASS small debt management firm according to the amount of client money which it held during the previous year or, if it did not hold client money during the previous year, according to the amount of client money it projects to hold in the following year, in each case using the
Once every calendar year, a CASS debt management firm must notify the FCA, in writing, of the information in (1), (2) or (3), as applicable, and the information in (4), in each case no later than the day specified in (1) to (4):(1) if it held client money in the previous calendar year, the highest total amount of client money held during the previous calendar year, notification of which must be made no later than the fifteenth business day of January; or (2) if it did not hold
(1) Notwithstanding CASS 11.2.3 R, provided that the conditions in (2) are satisfied, a CASS debt management firm that would otherwise be classified as a CASS small debt management firm under the limits provided for in CASS 11.2.3 R may elect to be treated as a CASS large debt management firm.(2) The conditions to which (1) refers are that in either case: (a) the election is notified to the FCA in writing;(b) the notification in accordance with (a) is made at least one week before
A firm's 'CASS debt management firm type' and any change to it takes effect:(1) if the firm notifies the FCA in accordance with CASS 11.2.4 R (1) or CASS 11.2.4 R (2), on 1 February following the notification; or(2) if the firm notifies the FCA in accordance with CASS 11.2.4 R (3), on the day it begins to hold client money; or(3) if the firm makes an election under CASS 11.2.7 R and provided the conditions in CASS 11.2.7 R (2) are satisfied, on the day the notification made under
Where a recognised body is required to give any notice or information under any notification rule, it may do so (unless that rule expressly provides otherwise) orally or in writing, whichever is the more appropriate in the circumstances, but, where it gives notice or information orally, it must confirm that notice or information in writing promptly.
Unless otherwise stated in the notification rule, a written notification required from a recognised body under any notification rule must be:(1) given to, or addressed for the attention of, the recognised body's usual supervisory contact at the FCA;11(2) delivered to the FCA1 by one of the methods in REC 3.2.3 R.1
Methods of notification
Method of delivery |
|
(1) |
Post to the address in REC 3.2.4 R |
(2) |
Leaving the notification at the address in REC 3.2.4 R and obtaining a time-stamped receipt |
(3) |
Electronic mail to an address for the recognised body's usual supervisory contact at the FCA1 and obtaining an electronic confirmation of receipt 1 |
(4) |
Hand delivery to the recognised body's usual supervisory contact at the FCA1 1 |
(5) |
Fax to a fax number for the recognised body's usual supervisory contact at the FCA,1provided that the FCA1 receives a copy of the notification by one of methods (1) - (4) in this table within five business days after the date of the faxed notification 11 |
If a notification rule requires notification within a specified period:(1) the recognised body must give the notification so as to be received by the FCA1 no later than the end of that period; and 1(2) if the end of that period falls on a day which is not a business day, the notification must be given so as to be received by the FCA1 no later than the first business day after the end of that period.1
If an owner proposes to transfer the asset pool to a new owner it must provide the FCA as a minimum with the following information in writing at least three months before the proposed transfer date:(1) name, address and contact details of the proposed new owner;(2) proposed transfer date and reasons for the transfer;(3) an explanation of how the proposed new owner will comply with the requirements imposed on it by the RCB Regulations and RCB; and(4) confirmation that the existing
If an issuer proposes to make a material change to the contractual terms of a regulated covered bond, it must inform the FCA of the following information to the FCA at least 3 months before the proposed date of the change:(1) details of the proposed change including proposed date of change and the reasons for it;(2) an assessment of the impact of the change on the ability of the issuer and owner to continue to comply with their requirements under the RCB Regulations and RCB; and
The issuer or the owner, as the case may be, must notify the FCA immediately in writing by e-mail, or hand-delivered letter, if requirements relating to the relevant regulated covered bond under the RCB Regulations or RCB are, or are likely to be, materially breached, or of any other matter which the FCA should be made aware of.
An insurance undertaking that effects contracts of insurance covering risks or commitments situated in another EEA State should comply with the notification procedures for the provision of services within that EEA State. The location of risks and commitments is found by reference to the rules set out in paragraph 6 of schedule 12 to the Act, which derive from article 13(13) and (14) of the Solvency II Directive.4 It may be appropriate for insurers to take legal advice as to how
The FCA is5 of the opinion that UK firms that are credit institutions and MiFID investment firms2 should apply the 'characteristic performance' test (as referred to in SUP App 3.6.7 G) when considering whether prior notification is required for services business. Firms should note that other EEA States may take a different view. Some EEA States may apply a solicitation test. This is a test as to whether it is the consumer or the provider that initiates the business relations
Where, however, a credit institution or MiFID investment firm:22(1) intends to send a member of staff or a temporarily authorised intermediary to the territory of another EEA State on a temporary basis to provide financial services; or(2) provides advice, of the type that requires notification under either MiFID or the Banking Consolidation Directive2, to customers in another EEA State;2 the firm should make a prior notification under the freedom to provide services.
The key distinction in relation to temporary activities is whether a firm should make its notification under the freedom of establishment in a Host State, or whether it should notify under the freedom to provide services into a Host State. It would be inappropriate to discuss such a complex issue in guidance of this nature. It is recommended that, where a firm is unclear on the distinction, it should seek appropriate advice. In either case, where a firm is carrying on activities
The FCA considers5 that, in order to comply with Principle 3:Management and control (see PRIN 2.1.1 R), a firm should have appropriate procedures to monitor the nature of the services provided to its customers. Where a UK firm has non-resident customers but has not notified the EEA State in which the customers are resident that it wishes to exercise its freedom to provide services, the FCA5 would expect the firm's systems to include appropriate controls. Such controls would
(1) 2The FCA is5 of the opinion that where a UK firm becomes a member of:66(a) a regulated market that has its registered office or, if it has no registered office, its head office, in another EEA State; or(b) an MTF or OTF5 operated by a MiFID investment firm or a market operator in another EEA State,2the same principles as in the 'characteristic performance' test should apply. Under this test, the fact that a UK firm has a screen displaying the regulated market's or the MTF's
A sponsor must provide to the FCA on or after the first business day of January in each year but no later than the last business day of January in each year:77(1) written confirmation that it continues to satisfy the criteria for approval as a sponsor as set out in LR 8.6.5 R; and5(1A) for each of the criteria in that rule, evidence8 of the basis upon which it considers that it meets that criterion8.588(2) [deleted]55(3) [deleted]55(4) [deleted]55
A sponsor must notify the FCA in writing as soon as possible if:(1) 8(a) 8the sponsor ceases to satisfy the criteria for approval as a sponsor set out in LR 8.6.5 R or becomes aware of any matter which, in its reasonable opinion, would be relevant to the FCA in considering whether the sponsor continues to comply with LR 8.6.6 R; or(b) 8the sponsor becomes aware of any fact or circumstance relating to the sponsor or any of its employees engaged in the provision of sponsor services
8Where a sponsor is of the opinion that notwithstanding the circumstances giving rise to a notification obligation under LR 8.7.8 R, it continues to satisfy the ongoing criteria for approval as a sponsor in accordance with LR 8.6.6 R, it must include in its notification to the FCA a statement to that effect and the basis for its opinion.
8Examples of when a sponsor should submit a cancellation request pursuant to LR 8.7.22 R include, but are not limited to:(1) situations where the sponsor ceases to satisfy the ongoing criteria for approval as a sponsor in accordance with LR 8.6.6 R and, following a notification made under LR 8.7.8 R, there are no ongoing discussions with the FCA which could lead to the conclusion that the sponsor remains eligible; or(2) where there is a change of control of the sponsor or any
11A sponsor may wish to consider submitting a suspension request under LR 8.7.25 R where the sponsor:(1) ceases to satisfy the ongoing criteria for approval as a sponsor in accordance with LR 8.6.6 R; (2) has notified the FCA in accordance with LR 8.7.8 R;(3) is having ongoing discussions with the FCA regarding remedial action; and(4) is undertaking remedial action which may result in the sponsor being able to satisfy the ongoing criteria for approval in accordance with LR 8.6.6
Where an ROIE1 proposes to change: (1) its address in the United Kingdom for the service of notices or other documents required or authorised to be served on it under the Act; or(2) the address of its head office;it must give notice to the FCA1 and inform it of the new address at least 14 days before the change is effected.1
Where an ROIE1 has notice that any licence, permission or authorisation which it requires to conduct any regulated activity in its home territory has been or is about to be:1(1) revoked; or(2) modified in any way which would materially restrict the ROIE1 in performing any regulated activity in its home territory or in the United Kingdom;1it must immediately notify the FCA1 of that fact and must give the FCA1 the information specified for the purposes of this rule in REC 6.7.9
1If the issuer or the owner (as the case may be) proposes to add or remove assets to or from the asset pool which change the level of over collateralisation by 5% or more, it must notify the FCA using the form set out in RCB 3 Annex 2 D (asset notification form) at least 5 business days prior to the proposed transfer, giving expected details of the size and composition of the transfer.
Q. We are a market operator. Can we use the same members of our management body?A. Yes. Where the members of the management body of the APA, the CTP or the ARM are the same as the members of the management body of the regulated market you will be deemed to have complied with the management body requirement in regulation 13(1)(a) and (b) of the DRS Regulations. You will only be required to complete the full name and personal national identification number or equivalent thereof
Q. How do we go about applying to be an ARM?
A. In summary:
(1) You should complete:(a) all of the questions in the application form at MAR 9 Annex 1D; and(b) the notification form for the list of members of the management body at MAR 9 Annex 2D.(2) You should sign the MIS confidentiality agreement at MAR 9 Annex 10D.(3) You should provide the documents referred to in: (a) (1)(a) and (b) together with supporting documentation to the FCA as set out in MAR 9.2.6D; and(b) (2) to
Q. I intend to apply to be authorised to provide the data reporting service of an APA. May I establish connectivity requirements while my application for authorisation is being considered?A. Yes. The MIS confidentiality agreement is available on our website at www.fca.org.uk/markets/market-data-regimes/market-data-reporting-mdp together with instructions on how to obtain the Market Interface Specification (MIS) for connectivity.
Except where the purchases will
consist of individual transactions made in accordance with the terms of issue
of the relevant securities,
where1 a listed
company intends to purchase any of its securities convertible
into its equity shares2 with
a premium listing2 it must:1(1) ensure that no dealings in the
relevant securities are carried
out by or on behalf of the company or
any member of its group until
the proposal has either been notified to a RIS or
abandoned; and(2) notify
Any purchases, early redemptions or cancellations
of a company's own securities convertible
into equity shares with a premium listing,2 by or on behalf of the company or any other member of its group must be notified to a RIS when an aggregate of 10% of the initial
amount of the relevant class of securities has been purchased, redeemed
or cancelled, and for each 5% in aggregate of the initial amount of that class acquired thereafter.2
The notification required by LR 12.5.2 R must be made as soon as possible and in any event no later than
7:30 a.m. on the business day following
the calendar day on which the relevant threshold is reached or exceeded. The
notification must state:(1) the amount of securities acquired,
redeemed or cancelled since the last notification; and(2) whether or not the securities are to be cancelled and the number
of that class of securities that remain outstanding.
(1) A firm must notify the FCA that it is relying on the deemed transfer of significant credit risk under article 244(2)2 of the EU CRR (Traditional securitisation) or article 245(2)2 of the EU CRR (Synthetic securitisation), including when this is for the purposes of article 337(5) of the EU CRR, no later than one month after the date of the transfer.(2) The notification in (1) must include sufficient information to allow the FCA to assess whether the possible reduction in risk-weighted
The FCA intends to apply two materiality limits to the proportion of risk-weighted exposure amount (RWEA) relief that can be taken under any permission covering multiple transactions:(1) transaction level limit any transaction that would, in principle, be within the scope of the permission, but that resulted in an RWEA reduction exceeding 1% of the firm's credit risk-related RWEAs as at the date of the firm's most recent regulatory return, will fall outside the scope of a multiple
The FCA does not operate a pre-approval process for transactions. The FCA expects a firm to discuss with its supervisor at any early stage securitisation transactions that are material or have complex features. Where a firm claims a regulatory capital reduction from securitisation transactions in its disclosures to the market, the FCA expects such disclosures to include caveats making clear the risk of full or partial re-characterisation where this risk is material in the light
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,2multilateral trading facility, organised trading facility4 or auction platform2 operated by it, it must give the FCA3written notice of its intention to do so. The notice must:3(1) describe the arrangements; and(2) identify the EEA State in which the UK RIE intends to make them.[Note:MiFID RTS 3 and MiFID ITS 4, Annex
A firm must take reasonable steps to ensure that all information it gives to the FCA3 in accordance with a rule in any part of the Handbook (including Principle 11) is:99(1) factually accurate or, in the case of estimates and judgements5, fairly and properly based after appropriate enquiries have been made by the firm; and(2) complete, in that it should include anything of which the FCA3 would reasonably expect notice.99
SUP 15.6.1 R applies also in relation to rules outside this chapter, and even if they are not notification rules. Examples of rules and chapters to which SUP 15.6.1 R is relevant, are:(1) Principle 11, and the guidance on Principle 11 in SUP 2 (Information gathering by the FCA and PRA99 on their9 own initiative);9(2) SUP 15 (Notifications to the FCA3):99(3) SUP 16 (Reporting requirements); (4) [deleted]81(5) any notification rule (see Schedule 2 which contains a consolidated summary
If a firm becomes aware, or has information that reasonably suggests that it has or may have provided the FCA3 with information which was or may have been false, misleading, incomplete or inaccurate, or has or may have changed in a material particular, it must notify the FCA3 immediately. Subject to SUP 15.6.5 R, the notification must include:9999(1) details of the information which is or may be false, misleading, incomplete or inaccurate, or has or may have changed; (2) an
The Society must, as soon as it is practical to do so, notify the FCA2of its intention to make any amendment which may alter the meaning or effect of any byelaw, including:2(1) any Lloyd's trust deed;(2) any standard form letter of credit prescribed by the Society from time to time; or(3) any standard form guarantee agreement prescribed by the Society from time to time.
The information provided to the 2FCA2by the Society under INSPRU 8.2.25 R must include:(1) a statement of the purpose of any proposed amendment or new Lloyd's trust deed and the expected impact, if any, on policyholders, managing agents, members, and potential members; and(2) a description of the consultation undertaken under INSPRU 8.2.26 R including a summary of any significant responses to that consultation.
(1) Notwithstanding CASS 1A.2.2 R, provided that the conditions in (2) are satisfied a firm may elect to be treated:(a) as a CASS medium firm, in the case of a firm that is classed by the application of the limits in CASS 1A.2.7 R as a CASS small firm; and (b) as a CASS large firm, in the case of a firm that is classed by the application of the limits in CASS 1A.2.7 R as a CASS medium firm.(2) The conditions to which (1) refers are that in either case:(a) the election is notified4
Once every calendar year a firm must notify to the FCA in writing the information specified in (1), (2) or (3) as applicable, and the information specified in (4), in each case no later than the day specified in (1) to (4):44(1) if it held client money or safe custody assets in the previous calendar year, the highest total amount of client money and the highest total value of safe custody assets held during the previous calendar year, notification of which must be made no later
4A firm's 'CASS firm type' and any change to it takes effect:(1) if the firm notifies the FCA in accordance with CASS 1A.2.9 R (1) or CASS 1A.2.9 R (2), on 1 February following the notification; or(2) if the firm notifies the FCA in accordance with CASS 1A.2.9 R (3), on the day it begins to hold client money or safe custody assets; or(3) if the firm makes an election under CASS 1A.2.5 R (1), and provided the conditions in CASS 1A.2.5 R (2) are satisfied, on the day the notification
Unless otherwise stated, the issuer or the owner, as the case may be, must send the relevant forms and information to the FCA's address marked for the attention of the "Covered Bonds Team, Prudential Specialists Department1" by any of the following methods:(1) post; or(2) leaving it at the FCA's address and obtaining a time-stamped receipt; or(3) email to rcb@fca.org.uk.
(1) The purpose of REC 3.13 is to enable the FCA2to monitor any significant instances where UK recognised bodies outsource their functions to other persons (as permitted 1under Regulation 6 of the Recognition Requirements Regulations or, in relation to an RAP, under regulation 13 of the RAP regulations1. See REC 2.2 and REC 2A.2).121(2) The FCA2does not need to be notified of every instance of outsourcing by a UK recognised body, but only where an activity or activities which
Where a UK recognised body makes an offer or agrees to delegate any of its relevant functions to another person, it must immediately give the FCA2notice of that event, and:2(1) inform the FCA2of the reasons for that delegation or proposed delegation;2(2) inform the FCA2of the reasons why it is satisfied that it will continue to meet the recognition requirements or (for an RAP) RAPrecognition requirements1 following that delegation;2(3) where it makes such an offer by issuing a