Prudential Regulation Authority Rulebook

3.1

A UK domestic firm, other than a non-directive firm or a building society, must notify the PRA of:

1. (1) a person acquiring control over the firm;
2. (2) an existing controller increasing control over the firm;
3. (3) an existing controller reducing control over the firm; or
4. (4) an existing controller ceasing to have control over the firm.

3.2

A building society or a non-directive firm must notify the PRA of:

1. (1) a person acquiring control over the firm; or
2. (2) an existing controller ceasing to have control over the firm

unless that person's acquiring or ceasing to have control is exempt from the notification requirement in sections 178 or 191D of FSMA by virtue of the Exemption Order.

3.3

An overseas firm other than an incoming firm must notify the PRA of:

1. (1) a person acquiring control over the firm;
2. (2) an existing controller increasing control over the firm;
3. (3) an existing controller reducing control over the firm; or
4. (4) an existing controller ceasing to have control over the firm.

3.4

The notifications in 3.1 to 3.3 must:

1. (1) 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, to increase control or to 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;
2. (2) in relation to acquiring control or increasing control, contain as much of the following information as the firm is able to provide, having made reasonable enquiries from persons and other sources as appropriate:
1. (a) the name of the firm;
2. (b) the name of the controller or proposed controller and, if it is a body corporate and is not an authorised person, the names of its directors and its controllers;
3. (c) a description of the proposed event including the shareholding and voting power of the person concerned, both before and after the change in control; and
4. (d) any other information of which the PRA would reasonably expect notice;
3. (3) in relation to a reducing control, contain the following:
1. (a) the name of the controller; and
2. (b) details of the extent of control (if any) which the controller will have following the reduction in control.

3.6

1. (1) A UK domestic firm must notify the PRA immediately if, in the period between a section 178 notice being submitted and the occurrence of the change in control, the firm becomes aware, or has information which reasonably suggests, that the person submitting the notice has or may have provided the PRA with information which was or may have been false, misleading, incomplete or inaccurate, or has or may have changed in a material particular.
2. (2) The notification must include:
1. (a) details of the information which is or may be false, misleading, incomplete or inaccurate, or has or may have changed;
2. (b) an explanation why such information was or may have been provided; and
3. (c) the correct information.

If the information in (2)(c) is not immediately available for submission with the notification, the information must instead be submitted as soon as possible.

3.7

During the period referred to in 3.6, a UK domestic firm must take reasonable steps to keep itself informed about the circumstances of the controller or the proposed controller to which the notification related.

3.8

A firm must notify the PRA:

1. (1) when a change in control which was previously notified under 3.1 to 3.3 has taken place; or
2. (2) if the firm has grounds for reasonably believing that the event will not now take place.

3.9

The notification under 3.8 must be given within 14 days of the change in control or of having the grounds (as applicable).