Related provisions for INSPRU 1.5.4
21 - 40 of 486 items.
Where a UK RIE proposes to operate a new regulated market or close an existing regulated market it must give the FCA3notice of that event and the information specified for the purposes of this rule in REC 3.14A.3 R, at the same time as that proposal is first formally communicated to its members or shareholders (or any group or class of them). 3
The following information is specified for the purposes of REC 3.14A.2 R:(1) where the UK RIE proposes to operate a new regulated market:(a) a description of the regulated market; and(b) a description of the specified investments which will be admitted to trading on that regulated market. (2) where the UK RIE proposes to close a regulated market, the name of that regulated market.
Where a UK RIE proposes to operate a new MTF or OTF4 or close an existing MTF or OTF4 it must give the FCA3notice of that event and the information specified for the purposes of this rule in REC 3.14A.5 R, at the same time as that proposal is first formally communicated to its members or shareholders (or any group or class of them).3
The following information is specified for the purposes of REC 3.14A.4 R:(1) [Note:REC 2.16A.1(2) requires the FCA to be provided with a detailed description of the operation of an MTF or OTF. The description must be provided in the form set out in MiFID ITS 19.]4(2) Where4 the UK RIE proposes to close a MTF or OTF4, the name of that MTF or OTF4.
4A UK RIE operating a trading venue that proposes to take advantage of a waiver in accordance with articles 4 or 9 of MiFIR (in relation to pre-trade transparency for equity or non-equity instruments) must make an application for it to the FCA using the form in MAR 5 Annex 1D.[Note: articles 4 and 9 of MiFIR, and MiFID RTS 1 and MiFID RTS 2]
4A UK RIE operating a trading venue that proposes to take advantage of a deferral in accordance with articles 7 or 11 of MiFIR in relation to post-trade transparency for equity or non-equity instruments must apply for it in writing to the FCA.[Note: articles 7 and 11 of MiFIR, and MiFID RTS 1 and MiFID RTS 2]
4A UK RIE should have regard to the urgency and significance of a matter and, if appropriate, should also notify its usual supervisory contact at the FCA by telephone or by other prompt means of communication, before submitting written notification. Oral notifications should be given directly to its usual supervisory contact at the FCA. An oral notification left with another person or left on a voicemail or other automatic messaging service is unlikely to have been given appr
1Where, in relation to a UK RIE a proposal has been made to appoint or elect a person as a member of the management body4, that UK RIE must at least 30 days before the date of the appointment or election give notice of that event, and give the information specified for the purposes of this rule in REC 3.4.4A R to the FCA.3 [Note: article 45(8)4 of MiFID]3
(1) Members of the management body4 include the persons who, under the operational or managerial arrangements of the UK recognised body, are appointed to manage the departments responsible for carrying out its relevant functions, whether or not they are members of its governing body. A person appointed to carry out specific tasks, such as to conduct a particular investigation into a specific set of facts, would not usually be a member of the management body4.(2) A member of the
1The following information is specified for the purposes of REC 3.4.2A R:(1) that person's name;(2) their6 date of birth;4(3) where applicable,4 a description of the responsibilities which they6 will have in the post to which they are6 to be appointed or elected5, including for a UK RIE which operates a RAP where the person has responsibilities both in the UK RIE and RAP, a description of the responsibilities he or she has they have in respect of each body6;4434(4) where applicable,
Where the governing body of a UK recognised body delegates any of its functions (which relate to that UK recognised body'srelevant functions) to a standing committee, or appoints a standing committee to manage or oversee the carrying out of any of that UK recognised body'srelevant functions, that UK recognised body must immediately notify the FCA3 of that event and give the FCA3 the following information:33(1) the names of the members of that standing committee; and(2) the terms
Where:(1) there is any change in the composition or the terms of reference of any standing committee referred to in REC 3.4.5 R; or(2) any such committee is dissolved; the UK recognised body must immediately notify the FCA3 of that event and give particulars of any change referred to in (1) to the FCA.333
(1) The purpose of REC 3.15.2 R to REC 3.15.5 G is to enable the FCA3 to obtain information where a UK recognised body decides to suspend the provision of its services in relation to particular investments6 or (for a RAP) decides to cancel an auction7. Planned changes to the provision of services should be notified to the FCA3under REC 3.14.323(2) REC 3.15.6 R to REC 3.15.7 R provide for notification to the FCA3where a UK recognised body is unable to operate or provide its facilities
1When a UK RIE suspends trading on a trading venue4 in any financial instrument, it must immediately give the FCA3notice of that event and relevant information including particulars of that financial instrument and the reasons for the action taken. [Note: articles 32(2) and 52(2), paragraph 14 of MiFID. REC 2.6.6UK(4)5 requires that the FCA be notified when a trading suspension for a financial instrument is lifted or a financial instrument is re-admitted to trading. MiFID ITS
Where a UK recognised body suspends providing clearing facilitation services generally in respect of any derivative (other than an option in relation to a security), type of security or type of option in relation to a security, it must immediately give the FCA notice of that event, particulars of that derivative, type of security or type of option in relation to a security, as the case may be, and the reasons for the action taken.33
Where a UK recognised body suspends any arrangements it makes for the safeguarding and administration of any type of asset belonging to any other person (other than an undertaking in the same group), that UK recognised body must immediately give the FCA3notice of that event, particulars of that type of asset and the reasons for the action taken.3
Specified investments (other than securities or options in relation to securities) falling within the same article in Part III of the Regulated Activities Order will normally be regarded as being assets of the same type. Securities falling within the same article in Part III of the Regulated Activities Order which may be given the same generic description (for example, shares admitted to the UK official list) will normally be regarded as being of the same type. Options in relation
Where, because of the occurrence of any event or circumstances, a UK recognised body is unable to operate any of its facilities within its normal hours of operation, it must immediately give the FCA3notice of that inability and inform the FCA:333(1) which facility it is unable to operate; (2) what event or circumstance has caused it to become unable to operate that facility within those hours; and(3) what action, if any, it is taking or proposes to take to enable it to recommence
Where, because of the occurrence of any event or circumstances, a UK recognised body extends its hours of operation, it must immediately give the FCA3notice of that event, and inform the FCA3:33(1) what event or circumstance has caused it to do so; (2) the new hours of operation; and(3) the date on which it expects to revert to its normal hours of operation.
1The application of this section is set out in the following table:
Type of firm |
Applicable provisions |
UK firm operating a multilateral trading facility or an OTF and a UK branch of a third country investment firm operating a multilateral trading facility or an OTF |
|
MAR 10.4.7D to MAR 10.4.9D and MAR 10.4.11G2 |
|
UK branch of a2third country investment firm when not operating a multilateral trading facility or an OTF |
MAR 10.4.7D to MAR 10.4.9D and MAR 10.4.11G2 |
Member, participant or a client of a UK trading venue |
|
(1) 1This rule applies to a UK firm operating a multilateral trading facility or an OTF and a UK branch of a third country investment firm operating a multilateral trading facility or an OTF.(2)
A firm must make public and provide to the FCA3a weekly report with the aggregate positions held by the different categories of persons for the different commodity derivatives or emission allowances traded on the trading venue, where those instruments meet the criteria of article 83 of
(1) 1This direction applies to:(a)
a UK firm operating a multilateral trading facility or an OTF; and
(b) a UK branch of a third country investment firm operating a multilateral trading facility or an OTF.(2)
A firm shall report to the FCA:
(a) (where it meets the minimum threshold as specified in article 83 of the MiFID Org Regulation) the weekly report referred to in MAR 10.4.3R(2), by using the form set out in Annex I of MiFID ITS 4, and publish it on its website3; and(b)
(1) 1This direction applies to:(a) a MiFID investment firm3; and
(b) a UK branch of a third country investment firm.
(2) An investment firm in (1) trading in a commodity derivative or emission allowance outside a trading venue must, where the FCA is the competent authority of the trading venue where that commodity derivative or emission allowance is traded, provide the FCA with a report containing a complete breakdown of:(a)
their positions taken in those commodity derivatives
- (1)
[deleted] 3
3 - (2)
[deleted] Editor’s note: The text of this provision has been moved to SYSC 25.1.5R]3
3
(1) The operator of a recognised scheme must maintain facilities in the United Kingdom for any person, for inspection (free of charge) and for the obtaining (free of charge, in the case of the documents at (c), (d) and (e)3, and otherwise at no more than a reasonable charge) of copies in English of: 3(a) the instrument constituting the fund;44(b) any instrument amending the instrument constituting the fund;44(c) the latest prospectus (which must include the address where the facilities
(1) The operator must maintain facilities in the United Kingdom for any person where: (a) information in English can be obtained about prices of units in the scheme; and(b) a participant may redeem or arrange for redemption of units in the scheme and obtain payment. (2) An operator is treated as complying with paragraph (1) if it ensures participants may sell their units on an investment exchange at a price not significantly different from net asset value; and if so, must inform
(1) The address of the facilities maintained by the operator in accordance with this section and the details of the facilities so maintained must be stated in the prospectus of the scheme.(2) The address of the facilities referred to in (1) must be the address of the operator's principal place of business in the United Kingdom, or, if there is no such address,such other address in the United Kingdom where the operator can be contacted.44(3) [deleted]44
(1) The purposes of this section are to:(a) provide UK recognised bodies with guidance regarding the provisions of PIDA; and(b) Encourage UK recognised bodies to consider adopting and communicating to workers appropriate internal procedures for handling workers' concerns as part of an effective risk management system.(2) In this section "worker" includes, but is not limited to, an individual who has entered into a contract of employment.
In accordance with section 1 of PIDA:(1) a "protected disclosure" is a qualifying disclosure which meets the relevant requirements set out in part 4A of the Employment Rights Act 19963;3(2) a "qualifying disclosure" is a disclosure, made in the public interest3, of information which, in the reasonable belief of the worker making the disclosure, tends to show that one or more of the following (a "failure") has been, is being, or is likely to be, committed:3(a) a criminal offence;
(1) UK recognised bodies are encouraged to consider adopting appropriate internal procedures which will encourage their workers with concerns to blow the whistle internally about matters which are relevant to the functions of the FCA.22(2) In considering appropriate internal procedures, UK recognised bodiesmay find the guidance provided to firms in SYSC 18.2.2 G (2) and SYSC 18.2.2 G (3)1 helpful.1
Recognition Requirements Regulations, Regulation 6
2(1) In considering whether a [UK recognised body] or applicant satisfiesrecognition requirements applying to it under these [Recognition Requirements Regulations], the [FCA]3 may take into account all relevant circumstances including the constitution of the person concerned and its regulatory provisions within the meaning of section 300E3 of the Act. 33 |
(2) Without prejudice to the generality of paragraph (1), a [UK recognised body] or applicant may satisfyrecognition requirements applying to it under these [Recognition Requirements Regulations] by making arrangements for functions to be performed on its behalf by any otherperson. |
(3) Where a [UK recognised body] or applicant makes arrangements of the kind mentioned in paragraph (2), the arrangements do not affect the responsibility imposed by the Act on the [UK recognised body] or applicant to satisfy recognition requirements applying to it under these [Recognition Requirements Regulations ], but it is in addition a recognition requirement applying to the [UK recognised body] or applicant that the person who performs (or is to perform) the functions is a fit and proper person who is able and willing to perform them. |
The FCA3 will usually expect :3(1) the constitution, regulatory provisions and practices of the UK recognised body or applicant;(2) the nature (including complexity, diversity and risk) and scale of the UK recognised body's or applicant's business; (3) the size and nature of the market which is supported by the UK recognised body's or applicant's facilities; (4) the nature and status of the types of investor who use the UK recognised body's or applicant's facilities or have an
It is the UK recognised body's responsibility to demonstrate to the FCA3 that a person who performs a function on behalf of the UK recognised body is fit and proper and able and willing to perform that function. The recognition requirement referred to in Regulation 6(3) applies to the UK recognised body and not to any person who performs any function on its behalf. In this context, for a person to be "fit and proper" does not necessarily imply that they are5 an authorised person,
If a UK recognised body makes arrangements for functions to be performed on its behalf by persons who are authorised persons or recognised bodies, this does not alter its obligations under Regulation 6.[Note: MiFID RTS 7 contains further requirements for a trading venue whose systems enable algorithmic trading when outsourcing all or part of its functions]5
If a person who performs a function on behalf of a UK recognised body is himself carrying on a regulated activity in the United Kingdom , he will, unless he is a person to whom the general prohibition does not apply, need to be either an authorised person or an exempt person . The person to whom a function is delegated is not covered by the UK recognised body's exemption.
In determining whether the UK recognised body meets the recognition requirement in Regulation 6(3), the FCA3 may have regard to whether that body has ensured that the person who performs that function on its behalf:3(1) has sufficient resources to be able to perform the function (after allowing for any other activities);(2) has adequate systems and controls to manage that function and to report on its performance to the UK recognised body;(3) is managed by persons of sufficient
In determining whether a UK recognised body continues to satisfy the recognition requirements where it has made arrangements for any function to be performed on its behalf by any person , the FCA3 may have regard, in addition to any of the matters described in the appropriate section of this chapter, to the arrangements made to exercise control over the performance of the function, including:3(1) the contracts (and other relevant documents) between the UK recognised body and the
A firm will not be a member of a non-UK sub-group5 unless it is1 also a member of a UK consolidation group. So the first step is to identify each undertaking in the firm'sUK consolidation group that satisfies the following conditions:(1) it isa CAD investment firm,4financial institution or asset management company whose head office is outside the UK5 (a third country investment services undertaking4);44(2) one of the following applies:(a) it is a subsidiary undertaking of a BIPRU
The firm should then identify each undertaking in the firm'sUK consolidation group that satisfies the following conditions:(1) it is a CAD investment firm,4financial institution or asset management company whose head office is outside the UK5 (a third country investment services undertaking);4(2) one of the following applies:(a) it is a subsidiary undertaking of a financial holding company in that UK consolidation group; or(b) a financial holding company in that UK consolidation
Having identified potential non-UK sub-groups5 for each third country investment services undertaking4 in its UK consolidation group the firm should then eliminate overlapping potential non-UK sub-groups5 in the following way. If:4(1) one potential non-UK sub-group5 is 1contained within a wider potential non-EEA sub-group5; and(2) the third country investment services undertaking4 in the two potential non-UK sub-groups5 are the same;4then the smaller potential non-UK sub-group5
If a UK consolidation group is headed by a parent financial holding company in the UK5 the result of the elimination process may be that a firm'sUK consolidation group contains only one non-UK sub-group5 and that the non-UK sub-group5 is the same as the UK consolidation group. In theory that means that there are two sets of consolidation requirements, one in relation to the UK consolidation group and one in relation to the non-UK sub-group5. However as the UK consolidation group
Even where the requirements for a non-UK sub-group5 are absorbed into those for the UK consolidation group a firm should still make clear in its regulatory reporting that the consolidation figures relate to a UK consolidation group and a non-UK sub-group5 and that they both contain the same members.
(1) The effect of COLL 7.7.1 R, and in particular the narrow Glossary definition of domestic UCITS merger6, is that this section will not apply to a merger in the United Kingdom between two or more UCITS schemes unless one of them was6 the subject of a UCITS marketing notification before IP completion day76.(2) [deleted]6
A domestic UCITS merger between two or more UCITS schemes6 is permissible provided:(1) it is effected in accordance with the requirements of:(a) the UCITS Regulations 2011, which include the need for the FCA to have made a prior order approving the proposed merger (which may be made subject to (2)); and(b) this chapter; and (2) in the case of a UCITS scheme that is:(a) a merging UCITS6, an extraordinary resolution is approved by unitholders in accordance with COLL 7.6.2 R (3)
(1) The requirements and the process which must be followed to give effect to a proposal for a domestic UCITS merger are in6 Part 4 of the UCITS Regulations 2011. The main features of the regime as set out in those provisions include:(a) the merger must be a domestic UCITS merger which takes the form of a scheme of arrangement;6(b) the need for the FCA to give prior approval to the proposed merger under regulation 9 (Application for authorisation) of the UCITS Regulations 2011;6(c)
(1) The authorised fund manager of a UCITS scheme that is a merging UCITS or a receiving UCITS in a proposed UCITS merger must ensure that a document containing appropriate and accurate information on the merger is provided to the unitholders of that scheme so as to enable them to:(a) make an informed judgment about the impact of the proposal on their investment;(b) exercise their rights under regulation 12 (Right of redemption) of the UCITS Regulations 2011; and(c) where applicable,
(1) The information document that must be provided to unitholders under COLL 7.7.10 R (Information to be given to unitholders) by the authorised fund manager of a UCITS scheme must be written in a concise manner and in non-technical language.(2) [deleted]6(3) The information to be provided to the unitholders of the merging UCITS must meet the needs of investors who have no prior knowledge of the features of the receiving UCITS or of the manner of its operation, drawing their attention
(1) In a domestic UCITS merger, the effective date of the merger will be the date specified by the FCA in its order authorising the proposed merger in accordance with regulation 9 of the UCITS Regulations 2011.(2) [deleted]6(3) For the receiving UCITS in a domestic UCITS merger6:(a) the date for calculating the exchange ratio of units of the merging UCITS into units of the receiving UCITS and, where applicable, for determining the relevant net asset value for cash will be the
[deleted] 5
(1) [deleted] [Editor’s note: The text of this provision has been moved to SYSC 26.3.2R(1)]5(2) [deleted] [Editor’s note: The text of this provision has been moved to SYSC 26.3.2R(2)]5(3) [deleted] [Editor’s note: The text of this provision has been moved to SYSC 26.3.2R(3)]5(4) [deleted] [Editor’s note: The text of this provision has been moved to SYSC 26.3.3R]5(5) [deleted]5(6) [deleted] [Editor’s note: The text of this provision has been moved to SYSC 26.4.3R]5(7) [deleted
1Under section 300B(3) of the Act, the FCA4may also by rules under section 293: 4(1) 1make provision as to the form and contents of the notice required, and(2) 1require the UK recognised body to provide such information relating to the proposal as may be specified in the rules or as the FCA4may reasonably require.4
1The duty in section 300B(1) of the Act does not apply to any of the following:(1) any regulatory provision which is required under 6any enactment or rule of law in the United Kingdom; or22(2) (a) the specification of the standard terms of any derivative which a UK RIE proposes to admission to trading, or the amendment of the standard terms of any derivative already admitted to trading; or(b) the specification or any amendment of standard terms relating to the provision of clearing
1In determining whether a UK RIE3has provided sufficient supporting information, the FCA4may have regard to the extent to which the information includes:44(1) 1clearly expressed reasons for the proposed regulatory provision; and(2) 1an appropriately detailed assessment of the likely costs and benefits of the proposed regulatory provision.
The FCA will not grant an investment firm consolidation waiver unless:(1) the UK consolidation group or non-UK sub-group3 meets the conditions for being a CAD Article 22 group;(2) the FCA is satisfied that each BIPRU firm in the UK consolidation group or non-UK sub-group3 will be able to meet its capital requirements using the calculation of capital resources in GENPRU 2 Annex 6R (Capital resources table for a BIPRU 2firm with a waiver from consolidated supervision); and(3) the
If a firm has an investment firm consolidation waiver with respect to its UK consolidation group or non-UK sub-group3 but that UK consolidation group or non-UK sub-group3 ceases to meet the definition of a CAD Article 22 group the firm must comply with the rest of this chapter rather than this section notwithstanding the investment firm consolidation waiver.
(1) A CAD Article 22 group means a UK consolidation group or non-UK sub-group3 that meets the conditions in this rule.(2) There must be no bank, building society or2credit institution2 in the UK consolidation group or non-UK sub-group3 and any investment firm in the UK consolidation group or non-UK sub-group3 must not be subject to consolidated supervision under the UK CRR3.112(3) Each CAD investment firm in the UK consolidation group or UK sub-group3 must use the definition
If a firm has an investment firm consolidation waiver, it must ensure that any financial holding company in the UK consolidation group or the non-UK sub-group3 that is the parent financial holding company in the UK3 of a CAD investment firm in the UK consolidation group or non-UK sub-group3 has capital resources, calculated under BIPRU 8.4.12 R, in excess of the sum of the following (or any higher amount specified in the investment firm consolidation waiver):(1) the sum of the
If a firm has an investment firm consolidation waiver, it must:(1) ensure that each CAD investment firm in the UK consolidation group or non-UK sub-group3 which is a firm3has in place systems to monitor and control the sources of capital and funding of all the members in the UK consolidation group or non-UK sub-group3;(2) notify the FCA of any serious risk that could undermine the financial stability of the UK consolidation group or non-UK sub-group3, as soon as the firm becomes
Although an investment firm consolidation waiver switches off most of this chapter, a firm should still carry out the capital adequacy calculations in BIPRU 8.3 to BIPRU 8.8 as if those parts of this chapter still applied to the UK consolidation group or non-UK sub-group3 and report these to the FCA. It should also still monitor large exposure risk on a consolidated basis.
19For a common platform firm:
- (1)
the MiFID Org Regulation applies, as summarised in SYSC 1 Annex 1 3.2G, SYSC 1 Annex 1 3.2-AR and SYSC 1 Annex 1 3.2-BR; and
- (2)
the rules and guidance apply as set out in the table below:
Subject
Applicable rule or guidance
Risk assessment
Risk management
Risk control: remuneration
Risk control: additional provisions
Additional rules for CCR firms
(1) 13The management body of a CRR firm has overall responsibility for risk management. It must devote sufficient time to the consideration of risk issues.(2) The management body of a CRR firm must be actively involved in and ensure that adequate resources are allocated to the management of all material risks addressed in the rules implementing the CRD and in the UK CRR22 as well as in the valuation of assets, the use of external ratings and internal models related to those risks.
(1) 13A CRR firm that is significant must establish a risk committee composed of members of the management body who do not perform any executive function in the firm. Members of the risk committee must have appropriate knowledge, skills and expertise to fully understand and monitor the risk strategy and the risk appetite of the firm.(2) The risk committee must advise the management body on the institution’s overall current and future risk appetite and assist the management body
(1) 13A CRR firm must ensure that the management body in its supervisory function and, where a risk committee has been established, the risk committee have adequate access to information on the risk profile of the firm and, if necessary and appropriate, to the risk management function and to external expert advice.(2) The management body in its supervisory function and, where one has been established, the risk committee must determine the nature, the amount, the format, and the
(1) 13A CRR firm's risk management function (article 23 of the MiFID Org Regulation19) must be independent from the operational functions and have sufficient authority, stature, resources and access to the management body.(2) The risk management function must ensure that all material risks are identified, measured and properly reported. It must be actively involved in elaborating the firm's risk strategy and in all material risk management decisions and it must be able to deliver
13The head of the risk management function must be an independent senior manager with distinct responsibility for the risk management function. Where the nature, scale and complexity of the activities of the CRR firm do not justify a specially appointed person, another senior person within the firm may fulfil that function, provided there is no conflict of interest. The head of the risk management function must not be removed without prior approval of the management body and must
3A fee-paying payment service provider and a fee-paying electronic money issuer4 must notify to the FCA the value (as at the valuation date specified in Part 4 of FEES 4 Annex 11) of each element of business on which the periodic fee (other than a flat fee)4 payable by the firm under 1 R4 is to be calculated, including any payment services carried on by its agents from an establishment in the United Kingdom. 4
A firm must include only the following types of undertaking in a UK consolidation group or non-UK sub-group6 for the purposes of this chapter:(1) a BIPRU firm;(2) [deleted]44(3) a financial institution;(4) an asset management company;(5) a financial holding company;3(6) a mixed financial holding company; and33(7) an ancillary services undertaking.3
Although an undertaking falling outside BIPRU 8.5.1 R will not be included in a UK consolidation group or non-UK sub-group6 it may be relevant in deciding whether one undertaking in the banking sector or the investment services sector is a subsidiary undertaking of another with the result that they should be included in the same UK consolidation group or non-UK sub-group6.
In carrying out the calculations for the purposes of this chapter a firm must only include the relevant proportion of an undertaking that is a member of the UK consolidation group or non-UK sub-group6:(1) by virtue of a consolidation Article 12(1) relationship;(2) by virtue of an Article 134 relationship; or(3) because the group holds a participation in it.
In BIPRU 8.5.5 R, the relevant proportion is either:(1) (in the case of a participation) the proportion of shares issued by the undertaking held by the UK consolidation group or the non-UK sub-group6; or(2) (in the case of a consolidation Article 12(1) relationship or an Article 134 relationship), such proportion (if any) as stated in the Part 4A permission of the firm.
A firm may, having first notified the appropriate regulator in writing in accordance with SUP 15.7 (Form and method of notification), exclude a BIPRU firm,4asset management company, financial institution or ancillary services undertaking that is a subsidiary undertaking in, or an undertaking in which a participation is held by, the UK consolidation group or non-EEA sub-group if the balance sheet total of that undertaking is less than the smaller of the following two amounts:4(1)
Article 95(2) preserves the discretion for6 the appropriate regulator to decide to exclude a BIPRU firm,4financial institution, asset management company or ancillary services undertaking that is a subsidiary undertaking in, or an undertaking in which a participation is held by, the UK consolidation group or non-UK sub-group6 for the purposes of this chapter in the following circumstances:4(1) where the head office of the undertaking concerned is situated in a country outside
Sections 178(1) and 191D(1)10 of the Act require a person (whether or not he is an authorised person) to notify the appropriate regulator16 in writing if he decides 10to acquire, increase or reduce10control or to cease to have control10 over a UK domestic firm . Failure to notify is an offence under section 191F10 of the Act (Offences under this Part).46101610101010
If a person decides10 to acquire control or increase control over a UK domestic firm in a way described in SUP 11.4.2 Ror acquire control in a way described in SUP 11.4.2AR (1)4, he must obtain the appropriate regulator's16 approval before doing so. Making an acquisition before the appropriate regulator16 has approved of it10is an offence under section 191F of the Act (Offences under this Part).10101610164610
6The appropriate regulator16 may treat as notice given in accordance with sections 178 and 191D16 of the Act a written notification from a firm which contains the following statements:161016(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 traded or admitted to trading on a MTF
6Where the appropriate regulator16 approves changes in control proposed in a notice given under SUP 11.3.5B D:16(1) the controller remains subject to the requirement to notify the appropriate regulator16 when a change in control actually occurs; and16(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
A section 178 notice10 given to the appropriate regulator16 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 appropriate regulator16 for the relevant application. 4610161016
10A notice given to the appropriate regulator16 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:16(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.
Where a UK recognised body is to circulate any notice or other document proposing any amendment to its memorandum or articles of association (or other similar agreement or document relating to its constitution) to:(1) its shareholders (or any group or class of them); or(2) its members (or any group or class of them); or(3) any other group or class of persons which has the power to make that amendment or whose consent or approval is required before it may be made;that UK recognised
Where a UK recognised body makes an amendment to its memorandum or articles of association (or other similar agreement or document relating to its constitution), that UK recognised body must immediately give the FCA1notice of that event, and give written particulars of that amendment and of the date on which it is to become or became effective.1
Where any change is made to an agreement which relates to the constitution or governance of a UK recognised body:(1) between that UK recognised body and another person; or(2) between the owners of that UK recognised body; or(3) between the owners of that UK recognised body and another person; or(4) between other persons; that UK recognised body must give the FCA1notice of that event as soon as it is aware of it, and give written particulars of that change and of the date on which
The purpose of REC 3.6.6 R is to ensure that the FCA1is informed of changes to agreements which specify the arrangements by which a UK recognised body will be governed or by which important decisions will be taken within that body. It is not intended to cover any agreement by which someone is appointed to be a key individual or which covers the terms and conditions of service in such an appointment.1
A UK UCITS management company that operates an EEA UCITS scheme must in relation to that activity comply with the rules which relate to:(1) the organisation of the management company, including delegation arrangements;(2) risk-management procedures;(3) prudential rules and supervision;(4) operating conditions; and(5) reporting requirements.[Note: article 19(1) of the UCITS Directive]
A UK UCITS management company that operates an EEA UCITS scheme must decide and be responsible for adopting and implementing all the arrangements and organisational decisions that are necessary to ensure compliance with rules drawn up by the EEA State in which that scheme is established, in implementation of its obligations under articles 19(3) and 19(4) of the UCITS Directive.[Note: article 19(6) of the UCITS Directive]
(1) Each EEA State, including the United Kingdom, is required to implement article 14 of the UCITS Directive by drawing up rules of conduct which management companies authorised in that State must observe at all times, except as explained in (3).(2) UK UCITS management companies operating an EEA UCITS scheme under the freedom to provide cross border services (otherwise than by establishing a branch in that State) are advised that, as provided for elsewhere in the Handbook, they
(1) A UK UCITS management company which applies to operate an EEA UCITS scheme in another EEA State is advised that it must comply with the requirements of the Host State regulator regarding provision to them of the following documents:(a) the written contract1 it has entered into with the depositary1 of the EEA UCITS scheme, as referred to in article 22(2)1 of the UCITS Directive; and (b) information on delegation arrangements (if any), regarding functions of investment management