Home FCA Handbook SUP SUP 11 SUP 11.4 Requirements on firms
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SUP 11.4 Requirements on firms

21/06/2001G

A summary of the notification requirements in this section is given in SUP 11 Annex 1.

Requirement to notify a change in control

01/04/2013R

A UK domestic firm, other than a non-directive firm, must notify the appropriate regulator of any of the following events concerning the firm:

  1. (1)

    a person acquiring control;

  2. (2)

    an existing controller increasing control;

  3. (3)

    an existing controller reducing control;

  4. (4)

    an existing controller ceasing to have control.

01/04/2014R

A non-directive firm (including, in the case of an FCA-authorised person, a firm with only a limited permission) must notify the appropriate regulator of any of the following events concerning the firm:

  1. (1)

    a person becoming controller of the firm; or

  2. (2)

    an existing controller ceasing to be controller of the firm.

01/04/2013R

An overseas firm must notify the appropriate regulator if a person becomes a controller of the firm, increases or reduces control over the firm or ceases to have control over the firm

Content and timing of the notification

01/04/2014R

The notification by a firm under SUP 11.4.2 R, SUP 11.4.2A R or SUP 11.4.4 R must:

  1. (1)

    be in writing;

  2. (2)

    contain the information set out in:

    1. (a)

      in the case of acquiring or increasing control, SUP 11.5.1 R (subject to SUP 11.5); or

    2. (b)

      in the case of reducing control, SUP 11.5.7 R; and

  3. (3)

    be made:

    1. (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 control; or

    2. (b)

      if the change in control takes place without the knowledge of the firm, within 14 days of the firm becoming aware of the change in control concerned.

01/04/2013G

Principle 11 requires firms to be open and cooperative with the appropriate regulator. A firm should discuss with the appropriate regulator, at the earliest opportunity, any prospective changes of which it is aware, in a controller's or proposed controller's shareholdings 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 regulator considers that such discussions should take place before a person:

  1. (1)

    enters into any formal agreement in respect of the purchase of shares or a proposed acquisition or merger which would result in a change in control (whether or not the agreement is conditional upon any matter, including the appropriate regulator's approval); or

  2. (2)

    purchases any share options, warrants or other financial instruments, the exercise of which would result in the person acquiring control or any other change in control.

28/03/2009G

The obligations in SUP 11.4.2 R andSUP 11.4.2A R apply whether or not the controller himself has given or intends to give a notification, in accordance with his obligations under the Act.

Identity of controllers

21/06/2001R

A firm must take reasonable steps to keep itself informed about the identity of its controllers.

01/04/2013G

The steps that the appropriate regulator expects a firm to take to comply with SUP 11.4.10 R include, if applicable:

  1. (1)

    monitoring its register of shareholders (or equivalent);

  2. (2)

    monitoring notifications to the firm in accordance with Part 22 of the Companies Act 2006;

  3. (3)

    monitoring public announcements made under the relevant disclosure provisions of the Takeover Code or other rules made by the Takeover Panel;

  4. (4)

    monitoring the entitlement of delegates, or persons with voting rights in respect of group insurance contracts, to exercise or control voting power at general meetings.