Related provisions for SUP 15.3.16

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SUP 15.3.1RRP
A firm must notify the FCA11 immediately it becomes aware, or has information which reasonably suggests, that any of the following has occurred, may have occurred or may occur in the foreseeable future:2929(1) the firm failing to satisfy one or more of the threshold conditions; or(2) any matter which could have a significant adverse impact on the firm's reputation; or(3) any matter which could affect the firm's ability to continue to provide adequate services to its customers
SUP 15.3.2GRP
The circumstances which may give rise to any of the events in SUP 15.3.1 R are wide-ranging and the probability of any matter resulting in such an outcome, and the severity of the outcome, may be difficult to determine. However, the FCA11 expects firms to consider properly all potential consequences of events.2929
SUP 15.3.5GRP
A firm making a notification in accordance with SUP 15.3.1 R should consider the guidance in SUP 15.7.2 G and notify the FCA11 by telephone if appropriate.2929
SUP 15.3.7GRP
Principle 11 requires a firm to deal with its regulators in an open and cooperative way and to disclose to the FCA11 appropriately anything relating to the firm of which the FCA11 would reasonably expect notice. Principle 11 applies to unregulated activities as well as regulated activities and takes into account the activities of other members of a group.29292929
SUP 15.3.7AGRP
10Although PRIN does not apply to a firm in relation to its carrying on of auction regulation bidding, the FCA29expects to be given notice of events that are material to the FCA's29supervision of that business and so firms carrying on that business should have regard to the guidance in SUP 15.3.8 G to SUP 15.3.10 G.2929
SUP 15.3.8GRP
Compliance with Principle 11 includes, but is not limited to, giving the FCA11 notice of:2929(1) any proposed restructuring, reorganisation or business expansion which could have a significant impact on the firm's risk profile or resources, including, but not limited to:(a) setting up a new undertaking within a firm'sgroup, or a new branch (whether in the United Kingdom or overseas); or (b) commencing the provision of cross border services into a new territory; or(c) commencing
SUP 15.3.10GRP
A notification under Principle 11 may be given orally or in writing (as set out in SUP 15.7.1 R and SUP 15.7.2 G), although the FCA11 may request written confirmation of a matter. However, it is the responsibility of a firm to ensure that matters are properly and clearly communicated to the FCA.11 A firm should provide a written notification if a matter either is complex or may be such as to make it necessary for the FCA11 to take action. A firm should also have regard to Principle
SUP 15.3.11RRP
(1) A firm must notify the FCA11 of:2929(a) a significant breach of a rule (which includes a Principle, a Statement of Principle or a COCONrule)20; or2020(aa) a significant breach of any requirement imposed by the CCA or by regulations or an order made under the CCA (except if the breach is an offence, in which case (c) applies), but any notification under (aa) is required to be made only to the FCA; or 14(b) a breach of any requirement imposed by the Act or by regulations
SUP 15.3.12GRP
In SUP 15.3.11 R(1)(a) or (1)(aa)18, significance should be determined having regard to potential financial losses to customers or to the firm, frequency of the breach, implications for the firm's systems and controls and if there were delays in identifying or rectifying the breach.
SUP 15.3.14AGRP
(1) 20Some matters that need to be notified under SUP 15.3.11R may also have to be notified under SUP 10A.14 (Changes to an FCA-approved person's details).(2) However, there is no need to make the same notification twice.(3) Any notification required under both SUP 10C.14 and SUP 15.3.11R should be made in accordance with SUP 10C.14, which requires notification using Forms C or D.(4) SUP 10C.14 only applies to relevant authorised persons. SUP 10A.14 applies similar, but less extensive,
SUP 15.3.14BRP
20(1) Some matters that need to be notified under SUP 15.3.11R may also have to be notified under SUP 15.11 (Notification of COCON breaches and disciplinary action).(2) If the same thing has to be notified under SUP 15.11 and SUP 15.3.11R, a firm should make separate notifications under both. This is because:23(a) notification under SUP 15.11 is annual and notification under SUP 15.3.11R is immediate; and23(b) the details of what has to be notified under those requirements are
SUP 15.3.15RRP
A firm must notify the FCA11 immediately if:29(1) civil proceedings are brought against the firm and the amount of the claim is significant in relation to the firm's financial resources or its reputation; or(2) any action is brought against the firm under section 71 of the Act (Actions for damages) or section 150 (Actions for damages); or(3) disciplinary measures or sanctions have been imposed on the firm by any statutory or regulatory authority, competition authority, 21professional
SUP 15.3.18GRP
In determining whether a matter is significant, a firm should have regard to:(1) the size of any monetary loss or potential monetary loss to itself or its customers (either in terms of a single incident or group of similar or related incidents);(2) the risk of reputational loss to the firm; and(3) whether the incident or a pattern of incidents reflects weaknesses in the firm's internal controls.
SUP 15.3.19GRP
The notifications under SUP 15.3.17 R are required as the FCA11 needs to be aware of the types of fraudulent and irregular activity which are being attempted or undertaken, and to act, if necessary, to prevent effects on consumers or other firms. A notification under SUP 15.7.3 G should provide all relevant and significant details of the incident or suspected incident of which the firm is aware.2929
SUP 15.3.23DRP
3The Society must immediately inform the FCA11 in writing if it becomes aware that any matter likely to be of material concern to the FCA11 may have arisen in relation to:2929(1) the regulated activities for which the Society has permission; or (2) underwriting agents; or (3) approved persons or individuals acting for or on behalf of underwriting agents.
SUP 15.3.24DRP
3The Society must inform the FCA11 if it commences investigations or disciplinary proceedings relating to apparent breaches:2929(1) of the Act or requirements made under the Act, including the threshold conditions or the Principles or other rules, by an underwriting agent; or(2) of the Statements of Principle by an individual or other person who carries out controlled functions for or on behalf of an underwriting agent.
SUP 15.3.25DRP
3The Society must inform the FCA11 if it commences investigations or disciplinary proceedings which do not fall within the scope of SUP 15.3.24 D but which:2929(1) involve an underwriting agent, or an approved person who carries out controlled functions for it or on its behalf; or (2) may indicate that an individual acting for or on behalf of an underwriting agent may not be a fit and proper person to perform functions in relation to regulated activities.
SUP 15.3.26RRP
15A full-scope UK AIFM must notify the FCA before implementing any material changes to the conditions under which it was granted permission to manage an AIF, in particular to the information it provided in its application for that permission. [Note: article 10(1) of AIFMD]
SUP 15.3.27GRP
15Changes that the FCA would expect to be notified of under SUP 15.3.26 R include:(1) an AIFM being appointed to manage another AIF;(2) the appointment of a different depositary for an AIF the AIFM manages; and(3) the appointment of any new senior personnel if the AIFM is not required to apply for the FCA's approval for that appointment under section 59 of the Act.
SUP 15.3.27ARRP
19A full-scope UK AIFM must notify the FCA of material changes under SUP 15.3.26 R in the following manner:(1) for the management of a new AIF or a new investment compartment of an AIF, by using the form in SUP 15 Annex 6A R; (2) for changes of senior personnel whose appointment is not required to be approved by the FCA under section 59 of the Act, by using the form in SUP 15 Annex 6B R; and(3) for all other material changes, by using the form in SUP 15 Annex 6C R .
SUP 15.3.28RRP
15Where a small authorised UK AIFM no longer meets the conditions in regulation 917 (meaning of “small AIFM”)19 of the AIFMD UK regulation it must:171619(1) immediately notify the FCA using the form in SUP 15 Annex 6D R;19 and(2) within 30 calendar days, apply to the FCA for a variation of its permission to become a full-scope UK AIFM.[Note: article 3(3) second and third paragraphs of AIFMD]
SUP 15.3.29RRP
(1) 19A small authorised UK AIFM must notify the FCA before it starts to manage a new AIF or a new investment compartment of an AIF using the form in SUP 15 Annex 6A R.(2) (1) does not apply where:(a) the management of the new AIF or investment compartment would result in the AIFM exceeding the relevant threshold of assets under management so that it will no longer meet the conditions in regulation 9 (meaning of "small AIFM") of the AIFMD UK regulation (see SUP 15.3.28 R); or
SUP 15.3.30DRP
(1) 19A small registered UK AIFM must notify the FCA of changes in the following manner:(a) for the management of a new AIF or a new investment compartment of an AIF, by using the form in SUP 15 Annex 6A R;(b) (a) does not apply where:(i) the management of the new AIF or investment compartment would result in the AIFM exceeding the relevant threshold of assets under management so that it will no longer meet the conditions in regulation 9 (meaning of "small AIFM") of the AIFMD
SUP 15.3.31GRP
19A EuSEF manager or a EuVECA manager should notify the FCA of the following changes in the following manner:(1) for changes to senior personnel, by using the form in SUP 15 Annex 6B R; and (2) for changes to the jurisdiction in which its EuSEF or EuVECA is marketed or to market a new EuSEF or EuVECA, by using the form in SUP 15 Annex 6F G
SUP 15.3.32RRP
(1) 21A firm must notify the FCA if it has or may have committed a significant infringement of any applicable competition law.(2) A firm must make the notification as soon as it becomes aware, or has information which reasonably suggests, that a significant infringement has, or may have, occurred.(3) (a) A firm must make the notification in writing unless (3)(b) applies.(b) A firm may make the notification orally where it has made or will make an oral application for leniency
SUP 15.3.33GRP
21A notification under SUP 15.3.32R should include:(1) information about any circumstances relevant to the infringement or possible infringement;(2) identification of the relevant law; and(3) information about any steps which the firm or other person has taken or intends to take to rectify or remedy the infringement or prevent any future potential occurrence.
SUP 15.3.34GRP
21In determining whether a matter is significant, a firm should have regard to the actual or potential effect on competition, any customer detriment, and the duration of any infringement and implications for the firm's systems and controls.
SUP 15.3.35GRP
(1) 21Where a firm notifies the FCA under SUP 15.3.32R, the firm should not infer or assume that any lack of (or delay in) a response, objection or enforcement activity by the FCA or any other competition authority means that the agreement or conduct:(a) does not infringe competition law; or (b) is, or will be, immune from enforcement.(2) Notification under SUP 15.3.32R is not sufficient to constitute an application for leniency or immunity from penalty in any subsequent investigation
SUP 10C.14.5RRP
(1) A firm must notify the FCA no later than seven business days after an FCA-approved SMF manager ceases to perform an FCA-designated senior management function.(2) It must make that notification by submitting to the FCA a completed Form C (SUP 10A Annex 6R).(3) If: (a) the firm is also making an application for approval for that approved person to perform a controlled function within the same firm or group; and(b) ceasing to perform the FCA-designated senior management function
SUP 10C.14.6GRP
SUP 10C.15 (Forms and other documents and how to submit them to the FCA) explains how notifications should be submitted.
SUP 10C.14.7RRP
(1) A firm must notify the FCA as soon as practicable after it becomes aware, or has information which reasonably suggests, that it will submit a qualified Form C for an FCA-approved SMF manager.(2) Form C is qualified if the information it contains:(a) relates to the fact that the firm has dismissed, or suspended, the FCA-approved SMF manager from its employment; (b) relates to the resignation by the FCA-approved SMF manager while under investigation by the firm, the FCA or any
SUP 10C.14.8GRP
(1) Notification under SUP 10C.14.7R may be made by telephone, email or fax and should be made, where possible, within one business day of the firm becoming aware of the information. (2) Oral notifications should be given directly to the firm's 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 appropriately.
SUP 10C.14.9GRP
A firm is responsible for notifying the FCA if any FCA-approved SMF manager has ceased to perform an FCA-designated senior management function under an arrangement entered into by its contractor.
SUP 10C.14.10GRP
(1) A firm can submit Form C or Form E to the FCA in advance of the cessation date. (2) If the actual cessation date turns out to be different from the one notified in advance, the firm should notify the FCA.(3) If the firm does not submit Form C (including a qualified one) or Form E, it should inform the FCA in due course of the reason. This could be done using Form D, if appropriate.
SUP 10C.14.13RRP
If an FCA-approved SMF manager's title, name or national insurance number changes, the firm for which the person performs an FCA-designated senior management function must notify the FCA on Form D (SUP 10A Annex 7R), of that change within seven business days of the firm becoming aware of the matter.
SUP 10C.14.14GRP
The duty to notify in SUP 10C.14.13R does not apply to changes to an FCA-approved SMF manager's private address.
SUP 10C.14.15RRP
(1) If any of the details relating to:(a) the arrangements in relation to any of a firm'sFCA-approved SMF managers; or(b) any FCA-designated senior management functions of one of its FCA-approved SMF managers;are to change, the firm must notify the FCA on Form D (SUP 10A Annex 7R).(2) The notification under (1) must be made as soon as reasonably practicable after the firm becomes aware of the proposed change.(3) This rule does not apply to anything required to be notified under
SUP 10C.14.16GRP
SUP 10C.15 (Forms and other documents and how to submit them to the FCA) explains how notifications should be submitted.
SUP 10C.14.18RRP
(1) If a firm becomes aware of information which would reasonably be material to the assessment of the fitness and propriety of an FCA-approved SMF manager, or of candidate to be one (see FIT), it must inform the FCA either:(a) on Form D; or(b) if it is more practical to do so and with the prior agreement of the FCA, by email or fax;as soon as practicable and, in any case, within seven business days.(2) This rule does not apply to anything required to be notified under SUP 10C.14.7R
SUP 10C.14.19GRP
SUP 10C.15 (Forms and other documents and how to submit them to the FCA) applies to the submission of Form D.
SUP 10C.14.21GRP
The duty to notify in SUP 10C.14.18R extends to any circumstances that would normally be declared when giving the information required for section 5 of Form A or matters considered in FIT 2.
SUP 10C.14.22RRP
If a firm is required to notify the FCA about an FCA-approved SMF manager under any of the following:(1) section 63(2A) of the Act (Duty to notify regulator of grounds for withdrawal of approval); or2(2) [deleted]2(3) section 64C of the Act (Requirement for relevant authorised persons to notify regulator of disciplinary action);it must give that notification:(4) under SUP 10C.14.5R (Form C) if that rule applies; (5) under SUP 10C.14.7R (Qualified Form C) if that rule applies;
SUP 10C.14.24GRP
Table: Explanation of the sections of the Act mentioned in SUP 10C.12.22G1SectionSummary of relevant partsOther Handbook materialCommentsSection 63(2A) (Duty to notify regulator of grounds for withdrawal of approval)At least once a year, each firm must, in relation to every SMF manager for whom an approval has been given on the application of that firm:(a) consider whether there are any grounds on which the FCA could withdraw the approval; and(b) if the firm is of the opinion
SUP 10C.14.25GRP
(1) When considering how to notify the FCA under SUP 10C.14.18R or SUP 10C.14.22R, a firm should have regard to the urgency and significance of a matter. If appropriate, the firm should also notify its usual supervisory contact at the FCA by telephone or by other prompt means of communication, before submitting a written notification.(2) Oral notifications should be given directly to the firm's usual supervisory contact at the FCA. An oral notification left with another person
SUP 10C.14.28RRP
This section also applies to a notification about a PRA-approved SMF manager who is not an FCA-approved SMF manager required by any of the provisions of the Act listed in SUP 10C.14.22R.
SUP 10C.14.29RRP
The PRA'srules determine how a notification under SUP 10C.14.28R is to be made.
SUP 10C.14.30GRP
If a firm is required to notify the FCA about a PRA-approved SMF manager who is not an FCA-approved SMF manager under one of the sections of the Act referred to in SUP 10C.14.28R, it should make a single notification under the PRA's requirements. There is no need for a separate notification to the FCA.
SUP 13.6.5GRP
Where the change arises from circumstances within the control of the UK firm, the requirements in regulation 11(2) are that:(1) the UK firm has given notice to the appropriate UK regulator17 and to the Host State regulator stating the details of the proposed change;17(2) the appropriate UK regulator17 has given the Host State regulator a notice informing it of the details of the change; and17(3) either the Host State regulator has informed the UK firm that it may make the change,
SUP 13.6.5BGRP
7The requirements of regulation 11A(2) are that:(1) the UK firm has given a notice to the appropriate UK regulator17 stating the details of the proposed change; and17(2) the period of one month beginning with the day on which the UK firm gave the notice has elapsed.
SUP 13.6.9AGRP
5A UK firm exercising its EEA right under the Insurance Mediation Directive to establish a branch in another EEA State is not required to supply a change to the details of branches notice 7.78
SUP 13.6.9CGRP
(1) 11If a UKfirm has exercised an EEA right under AIFMD and established a branch in another EEA State, the UKfirm must not make a material change in the requisite details of the branch or the identity of the AIFs it manages in the EEA State in which it has established a branch (see SUP 13 Annex 1), unless: (a) it has complied with regulation 17A(4) for a planned change; or(b) it has complied with regulation 17A(5) for a unplanned change.(2) The requirements in regulation 17A(4)
SUP 13.6.9DGRP
(1) 13A UK firm which has exercised an EEA right deriving from the MCD to establish a branch, must not make any material changes to the requisite details of the branch unless it has complied with the requirements in regulation 17(B)(2).(2) The requirements in regulation 17(B)(2) are that(a) the UK firm has given notice to the FCA stating the details of the proposed change; and(b) the period of one month beginning with the day on which the UK firm gave notice has elapsed.(3) Paragraph
SUP 13.6.10GRP
(1) If the change arises from circumstances beyond the UK firm's control, the UK firm is required by regulation 11(3) or regulation 13(3) to give a notice to the appropriate UK regulator17 and to the Host State regulator stating the details of the change as soon as reasonably practicable;14(2) The appropriate UK regulator17 believes that for a change to arise from circumstances beyond the control of a UK firm, the circumstances should be outside the control of the firm7 as a whole
SUP 13.6.11GRP
When the appropriate UK regulator17 receives a notice from a UK firm other than a MiFID investment firm7(see SUP 13.6.5 G (1) and SUP 13.6.7 G (1))14, a UK firm exercising an EEA right under the MCD (see (SUP 13.6.9D G)13 or an AIFM (see SUP 13.6.9C G)10it is required by regulations 11(4) and 13(4) to either refuse, or consent to the change within a period of one month7 from the day on which it received the notice.171087
SUP 13.6.12GRP
If the appropriate UK regulator17 consents to the change, then under regulations 11(5) and 13(5) it will:17(1) give a notice to the Host State regulator informing it of the details of the change; and(2) inform the UK firm that it has given the notice, stating the date on which it did so.
SUP 13.6.15GRP
If the appropriate UK regulator17 refuses to consent to a change, then under regulations 11(6) and 13(6):17(1) the appropriate UK regulator17 will give notice of the refusal to the UK firm, stating its reasons and giving an indication of the UK firm's right to refer the matter to the Tribunal and the procedures on such a reference; and17(2) the UK firm may refer the matter to the Tribunal.62
SUP 13.6.16GRP
7Standard forms are17 available from the FCA and PRA authorisations teams17 (see SUP 13.12 (Sources of further information)) to give the notices to the appropriate UK regulator17 described in SUP 13.6.5 G (1), SUP 13.6.5B G, SUP 13.6.7 G (1), SUP 13.6.8 G and SUP 13.6.10 G (1).171717
SUP 13.6.17GRP
7When the appropriate UK regulator17 receives a notice from a UK MiFID investment firm (see SUP 13.6.5BG (1)), it is required by regulation 11A(3) to inform the relevant Host State regulator of the proposed change as soon as reasonably practicable. The firm in question may make the change once the period of one month beginning with the day on which it gave notice has elapsed.17
SUP 13.6.18GRP
(1) 11When the FCA receives a notice from an AIFM (see SUP 13.6.9C G) for a planned change and such change means the AIFM no longer complies with AIFMD, the FCA must inform the AIFM without undue delay that:(a) the FCA objects to the change, including reasons for its decision; and(b) the AIFM must not implement the change.In these circumstances the AIFM may refer the matter to the Tribunal.(2) If a planned change is implemented or an unplanned change takes place and results in
SUP 13.6.19GRP
13When the FCA receives a notice from a UK firm exercising an EEA right under the MCD it will, under regulation 17(B)(3), inform the relevant Host State regulator of the proposed change as soon as reasonably practicable. The UK firm in question may make the change once a period of one month has elapsed beginning with the day on which it gave notice.
GENPRU 2.2.61BRRP
12A firm must notify the FCA18 in writing of its intention to issue a capital instrument which it intends to include within its capital resources at least one month before the intended date of issue, unless there are exceptional circumstances which make it impracticable to give such a period of notice, in which event the firm must give as much notice as is practicable in those circumstances. When giving notice, a firm must:(1) provide details of the amount of capital the firm
GENPRU 2.2.61CRRP
12A firm must provide a further notification to the FCA18 in writing including all the information required in GENPRU 2.2.61BR (1) to (4) as soon as it proposes any change to the intended date of issue, amount of issue, type of investors, stage of capital or any other feature of the capital instrument to that previously notified to the FCA18.
GENPRU 2.2.61DRRP
12If a firm proposes to establish a debt securities program for the issue of capital instruments for inclusion within its capital resources, it must: (1) notify the FCA18 of the establishment of the program; and(2) provide the information required by GENPRU 2.2.61BR (1) to (4)at least one month before the first proposed drawdown. Any changes must be notified to the FCA18 in accordance with GENPRU 2.2.61C R.
GENPRU 2.2.61FRRP
12A firm must notify the FCA18 in writing, no later than the date of issue, of its intention to issue a capital instrument listed in GENPRU 2.2.61E R which it intends to include within its capital resources. When giving notice, a firm must: (1) provide the information set out at GENPRU 2.2.61BR (1) to (3); and(2) confirm that the terms of the capital instrument have not changed since the previous issue by the firm of that type of capital instrument.
GENPRU 2.2.61GGRP
12GENPRU 2.2.61B R provides that, in exceptional circumstances, a firm may provide less than one month's notice of the intended issue. The FCA18 is unlikely to consider circumstances to be exceptional unless they are such that there is a risk of a firm'scapital resources falling below its capital resources requirement if a one-month notification period is observed. In such circumstances, a firm should notify the FCA18 as soon as it has resolved to issue further capital, and
GENPRU 2.2.61HGRP
12Details of the notification to be provided by a BIPRU firm in relation to capital instruments issued by another undertaking in its group for inclusion in its capital resources or the consolidated capital resources of its UK consolidation group or non-EEA sub-group are set out in BIPRU 8.6.1A R to BIPRU 8.6.1F R. 17
GENPRU 2.2.67AGRP
4The purpose of GENPRU 2.2.64R (4) is to ensure that a firm retains flexibility over the payment of coupons and can preserve cash in times of financial stress. However, a firm may include, as part of the capital instrument terms, a right to make payments of a coupon mandatory if an item of capital becomes ineligible to form part of its capital resources (e.g. through a change in the relevant rules) and the firm has notified the FCA18 that the instrument is ineligible.
GENPRU 2.2.70RRP
A firm may not include a capital instrument in its tier one capital resources, unless its contractual terms are such that:(1) (if it is redeemable other than in circumstances set out in GENPRU 2.2.64R (3)(a) (redemption on a winding up)) it is redeemable only at the option of the firm or, in the case of a BIPRU firm, on the date of maturity;88(2) the firm cannot exercise that redemption right:(a) before the fifth anniversary of its date of issue; and18(b) unless it has given notice
GENPRU 2.2.74RRP
A firm must not redeem any tier one instrument that it has included in its tier one capital resources unless it has notified the FCA18 of its intention at least one month before it becomes committed to do so. When giving notice, the firm must provide details of its position after such redemption in order to show how it will:77(1) meet its capital resources requirement;78(2) 7have sufficient financial resources to meet the overall financial adequacy rule; and8(3) 8in the case
GENPRU 2.2.74AGRP
8The FCA18 considers that, in order to comply with GENPRU 2.2.74 R, the firm should, at a minimum, provide the FCA18 with the following information:(1) a comprehensive explanation of the rationale for the redemption;(2) the firm's financial and solvency position before and after the redemption, in particular whether that redemption, or other foreseeable internal and external events or circumstances, may increase the risk of the firm breaching its capital resources requirement;(3)
GENPRU 2.2.75RRP
If a firm gives notice of the redemption or repayment of any tier one instrument, the firm must no longer include that instrument in its tier one capital resources.
GENPRU 2.2.79ARRP
8A BIPRU firm must not purchase a tier one instrument that it has included in its tier one capital resources unless:(1) the firm initiates the purchase;(2) 10[deleted]10(3) the firm has given notice to the FCA18 in accordance with GENPRU 2.2.79G R; and10(4) 10(in the case of hybrid capital) it is on or after the fifth anniversary of the date of issue of the instrument.
GENPRU 2.2.79GRRP
8A BIPRU firm must not purchase a tier one instrument in accordance with GENPRU 2.2.79A R unless it has notified the FCA18 of its intention at least one month before it becomes committed to doing so. When giving notice, the firm must provide details of its position after the purchase in order to show how, over an appropriate timescale, adequately stressed, and without planned recourse to the capital markets, it will:(1) meet its capital resources requirement; and(2) have sufficient
GENPRU 2.2.79IRRP
10A BIPRU firm must not announce to the holders of a tier one instrument its intention to purchase that instrument unless it has notified that intention to the FCA18 in accordance with GENPRU 2.2.79G R and it has not, during the period of one month from the date of giving notice, received an objection from the FCA18.
GENPRU 2.2.83BRRP
10A BIPRU firm must not include in stage A of the capital resources table different classes of the same share type (for example "A ordinary shares" and "B ordinary shares") that meet the conditions in GENPRU 2.2.83 R and GENPRU 2.2.83A R but have differences in voting rights, unless it has notified the FCA18 of its intention at least one month before the shares are issued or (in the case of existing issued shares) the differences in voting rights take effect.
GENPRU 2.2.83FRRP
10A building society must not issue a capital instrument that includes a coupon limit in its terms of issue in accordance with GENPRU 2.2.83E R unless it has notified the PRA of its intention to do so at least one month before the intended date of issue.
GENPRU 2.2.135RRP
A firm which satisfies the conditions for the inclusion of capital set out in GENPRU 2.2.124 R, must, in addition, if that transaction is in any respect unusual, notify the FCA18 at least one Month in advance of the date on which the firm intends to include that capital in its capital resources.
GENPRU 2.2.171RRP
A firm must not amend the terms of the capital or the documents referred to in GENPRU 2.2.159R (8) unless:(1) at least one Month before the amendment is due to take effect, the firm has given the FCA18 notice in writing of the proposed amendment and the FCA18 has not objected; and(2) that notice includes confirmation that the legal opinions referred to in GENPRU 2.2.159R (12) and, if applicable, GENPRU 2.2.163 R (General conditions for eligibility as tier two capital instruments:
GENPRU 2.2.174RRP
In relation to a tier two instrument, a firm must notify the :(1) [deleted]18(2) [deleted]18FCA one month18 before it becomes committed to7 the proposed repayment (unless that firm intends to repay an instrument on its final maturity date). When giving notice, the firm must provide details of its position after such repayment in order to show how it will:777(3) meet its capital resources requirement; and7(4) have sufficient financial resources to meet the overall financial adequacy
GENPRU 2.2.178RRP
If a firm gives notice of the redemption or repayment of an upper tier two instrument, the firm must no longer include it in its upper tier two capital resources.
GENPRU 2.2.179GRP
(1) The purpose of GENPRU 2.2.177R (2) is to ensure that a firm which issues an item of capital with a coupon retains flexibility over the payments of such coupon and can preserve cash in times of financial stress. However, a firm may include, as part of the capital instrument terms, a right to make payments of a coupon mandatory if an item of capital becomes ineligible to form part of its capital resources (for example, through a change in the relevant rules) and the firm has
GENPRU 2.2.243RRP
A BIPRU firm which includes subordinated debt in its tier three capital resources must notify the FCA18 one month in advance of all payments of either interest or principal made when the firm'scapital resources are less than 120% of its capital resources requirement.
SUP 15.7.1RRP
A notification required from a firm under any notification rule must be given in writing, and in English, and must be submitted on the form specified for that notification rule, or if no form is specified, on the form inSUP 15 Ann 4 R3 (Notification form), and must give the firm's Firm Reference Number unless:237(1) the notification rulestates otherwise; or(2) the notification is provided solely in compliance with Principle 11 (see SUP 15.3.7 G).
SUP 15.7.2GRP
A firm should have regard to the urgency and significance of a matter and, if appropriate, should also notify its usual supervisory contact at the FCA4 by telephone or by other prompt means of communication, before submitting a written notification. Oral notifications should be given directly to the firm's usual supervisory contact at the FCA.4 An oral notification left with another person or left on a voicemail or other automatic messaging service is unlikely to have been given
SUP 15.7.3GRP
The FCA4 is entitled to rely on any information it receives from a firm and to consider any notification received as being made by a person authorised by the firm to do so. A firm should therefore consider whether it needs to put procedures in place to ensure that only appropriate employees make notifications to the FCA4 on its behalf.7777
SUP 15.7.4RRP
Unless stated in the notification rule, or on the relevant form (if specified), a written notification required from a firm under any notification rule must be:2(1) given to or addressed for the attention of the firm's usual supervisory contact at the FCA4 and77(2) delivered to the FCA4 by one of the methods in SUP 15.7.5A R or SUP 15.7.5B R as applicable:777
SUP 15.7.5ARRP
7Methods of notification Method of delivery1.Post to the appropriate address in SUP 15.7.6A G2.Leaving the notification at the appropriate address in SUP 15.7.6A G and obtaining a time-stamped receipt3.Electronic mail to an address for the firm's usual supervisory contact at the FCA and obtaining an electronic confirmation of receipt4.Hand delivery to the firm's usual supervisory contact at the FCA5.Fax to a fax number for the firm's usual supervisory contact at the FCA and receiving
SUP 15.7.6AGRP
7The current published address of the FCA for postal submission or hand delivery of notifications is:(1) The Financial Conduct Authority25 The North Colonnade LondonCanary WharfE14 5HSif the firm's usual supervisory contact at the FCA is based in London, or(2) The Financial Conduct AuthorityQuayside House 127FountainbridgeEdinburgh EH3 8DJif the firm's usual supervisory contact at the FCA is based in Edinburgh.7
SUP 15.7.7GRP
If the firm or its group is subject to lead supervision arrangements by the FCA4 the firm or group may give or address a notice under SUP 15.7.4 R(1) to the supervisory contact at the FCA4 designated as lead supervisor, if the firm has chosen to make use of the lead supervisor as a central point of contact (see SUP 1.5).7777
SUP 15.7.8GRP
If a firm is a member of a group which includes more than one firm, any one undertaking in the group may notify the FCA4 on behalf of all firms in the group to which the notification applies. In this way, that undertaking may satisfy the obligation of all relevant firms in the group to notify the FCA.4 Nevertheless, the obligation to make the notification remains the responsibility of the individual firm itself. See also SUP 15.7.3 G.7777
SUP 15.7.9GRP
Firms wishing to communicate with the FCA4 by electronic mail or fax should obtain the appropriate address or number from the FCA4appropriate regulator.7777
SUP 15.7.10RRP
If a notification rule requires notification within a specified period:(1) the firm must give the notification so as to be received by the FCA4 no later than the end of that period; and 77(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 FCA4 no later than the first business day after the end of that period. 77
SUP 15.7.11GRP
If a notification rule does not require notification within a specified period, the firm should act reasonably in deciding when to notify.
SUP 15.7.14GRP
The FCA4 has made arrangements with the Society of Lloyd's with respect to the monitoring of underwriting agents. Underwriting agents should check whether these arrangements provide for any notifications required under this chapter to be sent to the Society instead of to the FCA.4 [For further details see the FCA's4 website.]777777
SUP 15.7.15GRP
If a firm fails to comply with the rules in this section then the notification is invalid and there may be a breach of the rule that required the notification to be given.
SUP 15.7.16GRP
The Financial Services and Markets Act 2000 (Service of Notices) Regulations 2001 (SI 2001/1420) contain provisions relating to the service of documents on the FCA4. They do not apply to notifications required under notification rules because of the specific rules in this section.77
SUP 15.13.1GRP
This section sets out guidance for CBTL firms to assist them in complying with their obligation to notify the FCA immediately if they cease to satisfy any condition for registration in article 8(2) or 8(3) of the MCD Order.[Note: article 12 of the MCD Order]
SUP 15.13.3GRP
The circumstances in which a CBTL firm which has a Part 4A permission should notify the FCA include but are not limited to when:(1) it ceases to carry on CBTL business and does not propose to resume carrying on CBTL business in the immediate future. This does not include circumstances where the CBTL firm temporarily withdraws its products from the market or is preparing to launch fresh products; or(2) it applies to cancel its Part 4A permission; or(3) it applies to vary its Part
SUP 15.13.4GRP
The circumstances in which a CBTL firm which does not have a Part 4A permission should notify the FCA include but are not limited to when:(1) it ceases to carry on CBTL business and does not propose to resume carrying on CBTL business in the immediate future; this does not include circumstances where the CBTL firm temporarily withdraws its products from the market or is preparing to launch fresh products; or(2) it changes its registered office or place of residence as the case
SUP 15.13.5GRP
Any notification given by a CBTL firm under article 12 of the MCD Order should be:(1) in writing;(2) in English;(3) given to or addressed for the attention of the CBTL firm's usual supervisory contact at the FCA (where the CBTL firm does not have an identified supervisory contact this will be the FCA's Contact Centre);(4) delivered to the FCA by one of the methods in SUP 15.7.5AR to the appropriate address set out in SUP 15.7.6AG; and(5) given by a person who has full knowledge
SUP 15.13.7GRP
The MCD Order requires notification to be given immediately. The FCA expects CBTL firms to act with all due urgency in notifying it of any relevant event, and it is unlikely that the FCA will regard delay in excess of 5 working days as complying with the CBTL firm's obligations.
SUP 11.3.1GRP
The notification requirements are set out in sections 178, 179, 191D and 191E of the Act and holdings which may be disregarded are set out in section 184 of the Act.10A summary of the notification requirements described in this section is given in SUP 11 Annex 1.4
SUP 11.3.1BGRP
12SUP 11 Annex 6G provides guidance on when one person's holding of shares or voting power must be aggregated with that of another person for the purpose of determining whether an acquisition or increase of control will take place as contemplated by section 181 or 182 of the Act such that notice must be given to the appropriate regulator15 in accordance with section 178 of the Act before making the acquisition or increase. This will be:15(1) where those persons are acting in concert,
SUP 11.3.2GRP
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 regulator15 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).46101510101010
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 11.3.5AGRP
6The appropriate regulator15 recognises that firms acting as investment managers may have difficulties in complying with the prior notification requirements in sections 178 and 191D 10of the Act as a result of acquiring or disposing of listed shares in the course of that fund management activity. To ameliorate these difficulties, the appropriate regulator15 may accept pre-notification of proposed changes in control, made in accordance with SUP D, and may grant approval of such
SUP 11.3.5BDRP
6The appropriate regulator15 may treat as notice given in accordance with sections 178 and 191D15 of the Act a written notification from a firm which contains the following statements:151015(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
SUP 11.3.5CGRP
6Where the appropriate regulator15 approves changes in control proposed in a notice given under SUP 11.3.5B D:15(1) the controller remains subject to the requirement to notify the appropriate regulator15 when a change in control actually occurs; and15(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
SUP 11.3.7DRP
A section 178 notice10 given to the appropriate regulator15 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 regulator15 for the relevant application. 4610151015
SUP 11.3.10DRP
(1) A person who has submitted a section 178 notice10under SUP 11.3.7 D must notify the appropriate regulator15 immediately if he becomes aware, or has information that reasonably suggests, that he has or may have provided the appropriate regulator15 with information which was or may have been false, misleading, incomplete or inaccurate, or has or may have changed, in a material particular. The notification must include:101515(a) details of the information which is or may be false,
SUP 11.3.11GRP
The appropriate regulator15 will inform a section 178 notice giver as soon as reasonably practicable if it considers the section 178 notice to be incomplete.1065181015
SUP 11.3.12GRP
86 The appropriate regulator15 has power, under section 179(3) 10of the Act (Requirements for section 178 notices1510), to vary or waive these 10requirements in relation to a section 178 notice in particular cases 10if it considers it appropriate to do so.8881015101015108
SUP 11.3.15ADRP
10A notice given to the appropriate regulator15 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:15(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 appropriate regulator15 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.1510
LR 9.6.3RRP
(1) A listed company must notify a RIS as soon as possible when a document has been forwarded to the FCA under LR 9.6.1 R or LR 9.6.2 R unless the full text of the document is provided to the RIS.(2) A notification made under paragraph (1) must set out where copies of the relevant document can be obtained.
LR 9.6.4RRP
A listed company must notify a RIS as soon as possible (unless otherwise indicated in this rule) of the following information relating to its capital:(1) any proposed change in its capital structure including the structure of its listeddebt securities, save that an announcement of a new issue may be delayed while marketing or underwriting is in progress;(2) [deleted]11(3) any redemption of listedshares including details of the number of shares redeemed and the number of shares
LR 9.6.6RRP
Where the securities are subject to an underwriting agreement a listed company may, at its discretion and subject to the obligations in article 17 of the Market Abuse Regulation5, delay notifying a RIS as required by LR 9.6.4R (6) for up to two business days until the obligation by the underwriter to take or procure others to take securities is finally determined or lapses. In the case of an issue or offer of securities which is not underwritten, notification of the result must
LR 9.6.11RRP
A listed company must notify a RIS of any change to the board including:(1) the appointment of a new director stating the appointees name and whether the position is executive, non-executive or chairman and the nature of any specific function or responsibility of the position;(2) the resignation, removal or retirement of a director (unless the director retires by rotation and is re-appointed at a general meeting of the listed company's shareholders);(3) important changes to the
LR 9.6.12RRP
If the effective date of the board change is not yet known, the notification required by LR 9.6.11 R should state this fact and the listed company should notify a RIS as soon as the effective date has been decided.
LR 9.6.13RRP
A listed company must notify a RIS of the following information in respect of any new director appointed to the board as soon as possible following the decision to appoint the director and in any event within five business days of the decision:(1) details of all directorships held by the director in any other publicly quoted company at any time in the previous five years, indicating whether or not he is still a director;(2) any unspent convictions in relation to indictable offences;(3)
LR 9.6.14RRP
2A listed company must, in respect of any current director, notify a RIS as soon as possible of:(1) any changes in the information set out in LR 9.6.13R (2) to LR 9.6.13R (6); and (2) any new directorships held by the director in any other publicly quoted company.2
LR 9.6.15GRP
If no information is required to be disclosed pursuant to LR 9.6.13 R, the notification required by LR 9.6.13 R should state this fact.
LR 9.6.16RRP
A listed company must notify a RIS as soon as possible of information relating to the disposal of equity shares under an exemption allowed in the lock-up arrangements disclosed in accordance with the PD Regulation.
LR 9.6.17RRP
A listed company must notify a RIS as soon as possible of the details of any variation in the lock-up arrangements disclosed in accordance with the PD Regulation or any subsequent announcement.
LR 9.6.18RRP
A listed company must notify a RIS as soon as possible after a general meeting of all resolutions passed by the company other than resolutions concerning ordinary business passed at an annual general meeting.
LR 9.6.19RRP
A listed company which changes its name must, as soon as possible:(1) notify a RIS of the change, stating the date on which it has taken effect;(2) inform the FCA in writing of the change; and(3) where the listed company is incorporated in the United Kingdom, send the FCA a copy of the revised certificate of incorporation issued by the Registrar of Companies.
LR 9.6.20RRP
A listed company must notify a RIS as soon as possible of:(1) any change in its accounting reference date; and(2) the new accounting reference date.
SUP 15.8.1RRP
73A firm which manages the assets of an occupational pension scheme must notify the FCA19 as soon as reasonably practicable if it receives any request or instruction from a trustee which it:19(1) knows; or(2) on substantial grounds:(a) suspects; or(b) has cause reasonably to suspect;is at material variance with the trustee's duties.1
SUP 15.8.2RRP
If a firm begins or ceases to administer individual pension accounts, it must notify the FCA19 as soon as reasonably practicable that it has done so.5219
SUP 15.8.3RRP
(1) An insurer must notify the FCA19in respect of any firm (the "intermediary") as soon as reasonably practicable if:19(a) any amount of commission due from the intermediary to the insurer in accordance with an indemnity commission clawback arrangement remains outstanding for four months after the date when the insurer gave notice to the intermediary that the relevant premium had not been paid; or(b) any amount of commission due from the intermediary to the insurer as a result
SUP 15.8.4GRP
(1) 467In accordance with article 3111of the Money Laundering Regulations, with effect from 15 December 200711, a firm is required to notify the FCA:19111119(a) before it begins or within 28 days of it beginning11; and(b) immediately11 after it ceases;11to operate a money service business or a trust or company service provider.1111(2) The notification referred to in (1) should be made in accordance with the requirements in SUP 15.7 (Form and method of notification)
SUP 15.8.5GRP
467A firm which is already operating a money service business or a trust or company service provider11 as at 15 December 200711 is required by the Money Laundering Regulations to notify the FCA19 of that fact and should do so in the manner specified in SUP 15.8.4 G(2) before 15 January 200811.111119
SUP 15.8.6RRP
If a UK UCITS management company intends to delegate to a third party any one or more of its functions for the more efficient conduct of its business, it must first inform the FCA19 in an appropriate manner.141419[Note: article 13(1)(a) of the UCITS Directive]14
SUP 15.8.8RRP
(1) 9If a firm begins or ceases to hold itself out as acting as a CTF provider, it must notify the FCA19 as soon as reasonably practicable that it has done so.19(2) A firm that acts as a CTF provider must provide theFCA,19 as soon as reasonably practicable, with details of:19(a) any third party administrator that it engages;(b) details of whether it intends to offer HMRC allocated CTFs12; and12(c) whether it intends to provide its own stakeholder CTF account.
SUP 15.8.10RRP
16A tied MCD credit intermediary must notify the FCA, as soon as reasonably practicable, if it intends to cease acting on behalf of and under the full responsibility of any firm.
SUP 15.8.11RRP
16A MCD credit intermediary must notify the FCA, as soon as reasonably practicable, if it intends to start acting on behalf of and under the full responsibility of any firm.
SUP 13.7.3GRP
If a UK firm is passporting under the UCITS Directive, regulation 12(1) states that the UK firm must not make a change in its programme of operations, or the activities to be carried on under its EEA right, unless the relevant requirements in regulation 12(2) have been complied with. These requirements are:5(1) the UK firm has given a notice to the FCA15 and to the Host State regulator stating the details of the proposed change; or15(2) if the change arises as a result of circumstances
SUP 13.7.3BGRP
5The requirements of regulation 12A(2) are that:(1) the UK firm has given notice to the appropriate UK regulator15 stating the details of the proposed change; and15(2) the period of one month beginning with the day on which the UK firm gave the notice mentioned in (1) has elapsed.
SUP 13.7.6AGRP
5For further details on giving the notices to the appropriate UK regulator, as described in SUP 13.7.3 G (1), SUP 13.7.3AG and SUP 13.7.3BG12, UK firms may wish to use the standard electronic15 form available from the FCA and PRA authorisation teams 15(see SUP 13.12 (Sources of further information)).15151551515
SUP 13.7.11GRP
A UK firm providing cross border services under the CRD7 or Insurance Mediation Directive is not required to supply a change to the details of cross border services notice5.3756
SUP 13.7.15GRP
(1) 11A UK firm which has exercised an EEA right deriving from the MCD to provide a cross border service, must not make any material changes to the service unless it has complied with the requirements in regulation 17(B)(2).(2) The requirements in regulation 17(B)(2) are that;(a) the UK firm has given notice to the FCA stating the details of the proposed change; and(b) the period of one month has elapsed, beginning with the day on which the UK firm gave notice.(3) Paragraph (1)
SUP 15.5.1RRP
A firm must give the FCA4 reasonable advance notice of a change in:1010(1) the firm's name (which is the registered name if the firm is a body corporate); (2) any business name under which the firm carries on a regulated activity or ancillary activity either from an establishment in the United Kingdom or with or for clients in the United Kingdom.
SUP 15.5.2GRP
A notification under SUP 15.5.1 R should include the details of the proposed new name and the date on which the firm intends to implement the change of name.
SUP 15.5.3GRP
Firms are reminded that certain name changes (for example, to include 'Limited') may also require a notification under SUP 15.5.1R7.10
SUP 15.5.4RRP
A firm must give the FCA4 reasonable advance notice of a change in any of the following addresses, and give details of the new address and the date of the change:1010(1) the firm's principal place of business in the United Kingdom; (2) in the case of an overseas firm, its registered office (or head office) address.
SUP 15.5.5RRP
A firm must give the FCA4 reasonable advance notice of a change in any of the following telephone numbers, and give details of the new telephone number and the date of the change:131010(1) the number of the firm's principal place of business in the United Kingdom;(2) in the case of an overseas firm, the number of its head office.3
SUP 15.5.6GRP
SUP 15.5.4 R and SUP 15.5.5 R mean that a firm should notify the FCA4 of a change in telephone number even if the address of the office is not changing.3131010
SUP 15.5.7RRP
A firm must notify the FCA4 immediately if it becomes subject to or ceases to be subject to the supervision of any overseas regulator (including a Home State regulator). 1010
SUP 15.5.9RRP
(1) 2A firm other than:55(a) a credit union; or5(b) an FCA-authorised person with permission to carry on only credit-related regulated activity;5must submit any notice under6SUP 15.5.1R, SUP 15.5.4Rand10SUP 15.5.5 R3 by submitting the form in SUP 15 Ann 3R online at the FCA's4 website.101010(2) A credit union or an FCA-authorised person with permission to carry on only credit-related regulated activity (other than a firm with only an interim permission to which the modifications
SUP 11.4.1GRP
A summary of the notification requirements in this section is given in SUP 11 Annex 1.1
SUP 11.4.2RRP
A UK domestic firm,4 other than a non-directive firm, 4must notify the appropriate regulator6 of any of the following events concerning the firm:146(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 firm4(including, in the case of an FCA-authorised person, a firm with only a limited permission) 5must notify the appropriate regulator6 of any of the following events concerning the firm:46(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 appropriate regulator6 if a person becomes a controller of the firm, increases or reduces control over the firm or ceases to have control over the firm464
SUP 11.4.7RRP
The notification by a firm under SUP 11.4.2 R, SUP 11.4.2A R5 or SUP 11.4.4 R must:16(1) be in writing; (2) contain the information set out in:(a) in the case of acquiring or increasing control, SUP 11.5.1 R (subject to SUP 11.5); or (b) in the case of reducing control, SUP 11.5.7 R; and(3) be made:(a) as soon as the firm becomes aware that a person , whether alone or acting in concert, has decided to acquire control or to increase or reduce control4; or4(b) if the change in control4takes
SUP 11.4.8GRP
Principle 11 requires firms to be open and cooperative with the appropriate regulator6. A firm should discuss with the appropriate regulator6, 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 or SUP 11.4.4 R arises. (See also SUP 11.3.2 G). As a minimum, the appropriate
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 11.4.11GRP
The steps that the appropriate regulator6 expects a firm to take to comply with SUP 11.4.10 R include, if applicable:6(1) monitoring its register of shareholders (or equivalent);(2) monitoring notifications to the firm in accordance with Part 223 of the Companies Act 20063;33(3) monitoring public announcements made under the relevant disclosure provisions of the Takeover Code or other rules made by the Takeover Panel;2(4) monitoring the entitlement of delegates, or persons with
SUP 15.11.7GRP
A firm should make a separate notification about a person under section 64C of the Act where:(1) it has made a notification to the FCA about a person pursuant to SUP 15.3.11R(1)(a) because of a breach of COCON2; and(2) it subsequently takes disciplinary action against the person for the action, failure to act, or circumstance, that amounted to a breach of COCON.
SUP 15.11.12GRP
Where a firm is required to notify the FCA pursuant to2 section 64C of the Act and that notification relates to an SMF manager, SUP 10C sets out how and when the notification must be made, and the relevant notification rules in SUP 10C apply.
SUP 15.11.13RRP
(1) A firm must make any notifications required pursuant to section 64C of the Act relating to a certification employee or other conduct rules staff in accordance with SUP 15.11.13R to SUP 15.11.15R.3(2) That notification must be made annually.3(3) Each notification must:3(a) cover the 12 month period ending on the last day of August; and3(b) be submitted to the FCA:3(i) within two months of the end of the reporting period; or3(ii) (if the end of the reporting period in (b)(i)
SUP 15.11.13AGRP
3SUP 15.11.8G gives examples of when a notification should be updated under SUP 15.11.13R(4).
SUP 15.11.14RRP
(1) A firm other than a credit union must make each notification pursuant to SUP 15.11.13R (notifications about section 64C of the Act relating to a certification employee or other conduct rules staff) by submitting it online through the FCA’s website using the electronic system made available by the FCA for this purpose.3(2) A firm must use the version of Form H made available on the electronic system referred to in (1), which is based on the version found in SUP 15 Annex 7R.3(3)
SUP 15.11.15RRP
A credit union3 must make each notification pursuant to2SUP 15.11.13R (notifications about3 section 64C of the Act relating to a certification employee or other conduct rules staff)3 in accordance with the rules and guidance in SUP 15.7, using Form H as set out in SUP 15 Annex 7R3.
SUP 15.11.17GRP
The obligation to notify pursuant to2 section 64C of the Act or to update or correct a notification under SUP 15.11.13R(4)3 does not replace or limit a firm’s obligation to comply with Principle 11.
SUP 15.11.18GRP
When considering whether to make a notification pursuant to2 section 64C of the Act, a firm should also consider whether a notification should be made under any notification rules, including, without limitation, any notification rules that require a notification to be made to the PRA.
SUP 15.11.19GRP
The obligations to make a notification pursuant to2 section 64C of the Act apply notwithstanding any agreement (for example a 'COT 3' Agreement settled by the Advisory, Conciliation and Arbitration Service (ACAS)) or any other arrangements entered into by a firm and an employee upon termination of the employee's employment. A firm should not enter into any such arrangements or agreements that could conflict with its obligations under this section.
REC 3.1.1RRP
(1) The notification rules in this chapter, which are made under section 293 of the Act (Notification requirements), apply to all UK recognised bodies.(2) The rules relating to the form and method of notification in REC 3.2 also apply to overseas recognised bodies.
REC 3.1.2GRP
The notification rules for overseas recognised bodies are set out in REC 6. The guidance set out at REC 3.3 in relation to the waiving and modification of notification rules also applies to the notification rules in this chapter and to the notification rules in REC 6.
REC 3.1.3GRP
The notification rules in this chapter are in addition to the requirements on UK RIEs2 to give notice or information to the FCA and if applicable, the Bank of England2 under sub-sections 293(5) and (6)2 of the Act.222
REC 3.1.3AGRP
1The notification rules in this chapter which apply to an RAP are without prejudice to notification rules which apply to a UK RIE which operates the RAP. However, a UK RIE which operates an RAP may make a single notification where a notification is required both in its capacity as a UK RIE and an RAP.
REC 3.1.4GRP
The notification rules in this chapter are made by the FCA2 in order to ensure that it is provided with notice of events and information which it reasonably requires for the exercise of its functions under the Act. 2
SUP 15A.1.1GRP
1Where a person intends to rely on article 4(2), 10(2) or 89(2) of EMIR for an exemption from the clearing obligation set out in article 4(1) or 10(1) of EMIR, the person should make their application or notification to the FCA in such manner, and by providing such information, as the FCA directs or requires.
SUP 15A.1.2GRP
Where a person makes a notification in respect of the obligation set out in article 10(1)(a) of EMIR, the person should make the notification to the FCA in such manner, and by providing such information, as the FCA directs or requires.
SUP 15A.1.3GRP
Where a person intends to rely on article 11(6), (7), (8), 9) or (10) for an exemption from the obligation to implement risk management procedures set out in article 11(3) of EMIR, the person should make their application or notification to the FCA in accordance with EMIR requirements, including (where relevant) those set out in the EMIR technical standards on OTC derivatives2.
SUP 15A.1.3AGRP
2Where a person is required to make a notification to the FCA in accordance with article 12(4) or article 15(2) of the EMIR technical standards on OTC derivatives, that notification should be made in accordance with the EMIR requirements set out in the EMIR technical standards on OTC derivatives.
SUP 15A.1.5GRP
At any time after receiving an application or notification for exemption from, or a notification in respect of, EMIR requirements, the FCA may require the person concerned to provide it with such further information as it reasonably considers necessary to enable it to determine the application or consider the notification.
REC 3.26.1GRP
1Under section 300B(1) of the Act (Duty to notify proposal to make regulatory provision), a UK RIE3 that proposes to make any regulatory provision must give written notice of the proposal to the FCA4without delay.344
REC 3.26.2GRP
1Under section 300B(2) of the Act, the FCA4may, by rules under section 293 (Notification requirements):4(1) 1specify descriptions of regulatory provision in relation to which, or circumstances in which, the duty in section 300B(1) does not apply, or(2) 1provide that the duty applies only to specified descriptions of regulatory provision or in specified circumstances.
REC 3.26.3GRP
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
REC 3.26.5RRP
1A notice under section 300B(1) of the Act of a proposal to make a regulatory provision must be in writing and state expressly that it is a notice for the purpose of that section. To be effective, a notice must: (1) 1contain full particulars of the proposal to make a regulatory provision which is the subject of that notice; and(2) 1either be accompanied by sufficient supporting information to enable the FCA4to assess the purpose and effect of the proposed regulatory provision
REC 3.26.8GRP
1Where a UK RIE3wishes to give notice to the FCA4for the purposes of section 300B(1) of the Act, it should in the first instance inform its usual supervisory contact at the FCA.43444
REC 3.26.9GRP
1The FCA4expects that an advanced draft of any consultation document a UK RIE3intends to publish in connection with a proposed regulatory provision could provide some or all of the information described in REC 3.26.5 R.3434
SUP App 3.6.6GRP
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
SUP App 3.6.8GRP
The FCA and PRA are6 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 r
SUP App 3.6.10GRP
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.
SUP App 3.6.11GRP
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
SUP App 3.6.15GRP
The FCA and PRA consider6 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 FCA and PRA6 would expect the firm's systems to include appropriate controls. Such controls
SUP App 3.6.25GRP
(1) 2The FCA and PRA are6 of the opinion that where a UK firm becomes a member of:6(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 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
SUP App 3.6.27GRP
Firms should note that, in circumstances where the FCA or PRA take6 the view that a notification would not be required, other EEA States may take a different view.6
REC 3.2.1RRP
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.
REC 3.2.2RRP
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
REC 3.2.3RRP
Methods of notificationMethod 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 receipt1(4)Hand delivery to the recognised body's usual supervisory contact at the FCA11(5)Fax to a fax number for the recognised body's usual supervisory contact at the
REC 3.2.4RRP
The address for a written notification to the FCA1 is:The Financial Conduct Authority125 The North ColonnadeCanary WharfLondon E14 5HS11
REC 3.2.5RRP
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
REC 3.2.6GRP
The Financial Services and Markets Act 2000 (Service of Notices) Regulations 2001 (SI 2001/1420) do not apply to notifications required under the notification rules in this chapter and in REC 6 because of the specific rules in this section. 1
IFPRU 3.2.10RRP
A firm must notify the FCA of the following:(1) its intention; or(2) the intention of another member of its group that is not a firm, but is included in the supervision on a consolidated basis of the firm;to issue a capital instrument that it believes will qualify under the EUCRR as own funds other than a common equity tier 1 capital at least one month before the intended date of issue.
IFPRU 3.2.12RRP
When giving notice, the firm must provide: (1) details of the amount and type of own funds the firm is seeking to raise through the intended issue and whether the capital instrument is intended to be issued to external investors or other members of its group;(2) a copy of the term sheet and details of any features of the capital instrument which are novel, unusual or different from a capital instrument of a similar nature previously issued by the firm or widely available in the
IFPRU 3.2.13RRP
A firm must notify the FCA in writing, no later than the date of issue of its intention, or the intention of another member of its group that is not a firm included in the supervision on a consolidated basis of the firm, to issue a capital instrument described in IFPRU 3.2.11 R.
IFPRU 3.2.14RRP
When giving notice under IFPRU 3.2.13 R, the firm must provide:(1) confirmation that the terms of the capital instrument have not changed since the previous issue by the firm of that type of capital instrument; and(2) the information in IFPRU 3.2.12 R (1) and-IFPRU 3.2.12 R (3).
IFPRU 3.2.15RRP
The firm must promptly notify the FCA of any change to the intended date of issue, amount of issue, type of investors, type of own funds or any other feature of the capital instrument to that previously notified to the FCA under IFPRU 3.2.10 R or IFPRU 3.2.13 R.
IFPRU 3.2.16RRP
A firm must notify the FCA of its intention, or the intention of another member of its group that is not a firm included in the supervision on a consolidated basis of the firm, to amend or otherwise vary the terms of any own funds instrument included in its own funds or the own funds of its consolidated group at least one month before the intended date of such amendment or other variation.
IFPRU 3.2.17RRP
A firm must notify the FCA of its intention, or the intention of another member of its group included in the supervision on a consolidated basis of the firm, to carry out any of the actions described in article 77 of the EUCRR (Conditions for reducing own funds) for an own funds instrument.
SUP 10A.17.2GRP
If the firm or its advisers have further questions, they should contact the FCA's Contact Centre (see SUP 10A.12.6 G).