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Home > Prudential Regulation Authority > Submitting, assessing and determining a change in control
 

Submitting, assessing and determining a change in control

Change in Control | Submission, Assessment and Determination
 

Submitting

Applicants should email a copy of their application and supporting documents to PRA-ChangeinControl@bankofengland.co.uk and send two hard copies to:

PRA Authorisations
Authorisations Division
Prudential Regulation Authority
20 Moorgate
London EC2R 6DA

Application forms are available below.   

There is no fee charged for processing a change in control notification. 

Assessing

The PRA will follow the assessment procedure set out in sections 185 and 186 of FSMA, Financial Services and Markets Act 2000 (Controllers) Regulations 2009.

As part of this assessment, as well as assessing the proposed new controller, the PRA (in consultation with the FCA) will consider the impact of a proposed change in control on the firm’s ability to comply and continue to comply with its prudential requirements, including the relevant threshold conditions. This may include, for example, the resilience of the target firm’s business model, capital and liquidity position, governance, risk management and controls, and the group structure.

Determining

On acknowledgment of a complete section 178 notification, the PRA has 60 working days to either: i) determine whether to approve the acquisition to which it relates unconditionally; ii) propose to approve the acquisition subject to conditions; or; iii) propose to object to the acquisition.  If, during its review, the PRA decides it requires further information, the clock can be stopped on the 60 day timeline while the information is sought. 

If the application is approved, the PRA will inform the applicant by issuing an approval notice.   If the PRA proposes to object, or approve the change in control subject to conditions, it will inform the applicant by issuing a Warning Notice which will include details of the appeals process.

 Application forms

Change in control forms ​To be submitted by
​​Corporate controllers form  ​​A proposed controller that is either a limited company or a limited liability partnership
​​Partnership controllers form  ​​A proposed controller that is a partnership
Individual controllers form  ​An individual​
Trust controllers form A trustee, settler or beneficiary of a trust​
Fund manager form ​An FCA-authorised fund manager (subject to satisfying the four conditions set out in our Handbook in SUP 11.3.5B.)
​Intragroup transactions form ​A firm undertaking an internal re-organisation

 

PRA Direction notice - 18 September and 16 December 2015 

The text of some of the forms accessible on this webpage was changed by the PRA and FCA on Friday 18 September and Wednesday 16 December, 2015. For more information on the changes, please see CP35/15 and PS30/15. The following links includes the PRA Direction notices which give effect to the amendments to the forms and identify the changes made. This is provided to you for information purposes. If you intend to submit one of the forms affected to the PRA, please use the clean version of the form by clicking the relevant link above.
 
 
 

Joint European Supervisory Authorities Guidelines

The Joint European Supervisory Authorities (ESA) Guidelines on the prudential assessment of acquisitions and increases of qualifying holdings in the financial sector come into force on 1 October 2017.  The PRA and FCA comply with the Guidelines except the provisions relating to the identification of acquirers of indirect qualifying holdings.

Firms should continue to use the existing methodology as laid out in Part XII FSMA to identify proposed and/or existing controllers. For guidance on identifying controllers please refer to the ‘quick reference guide’.

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