Full Handbook
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SUP
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11
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4
SUP 11.4.1 
21/06/2001A summary of the notification requirements in this section is given in SUP 11 Annex 1.1Requirement to notify a change in control
SUP 11.4.2 
28/03/2009A UK domestic firm,2 other than a 2non-directive firm, 2must notify the FSA of any of the following events concerning the firm:1 (1) a person acquiring control2;
(2) an existing controller 2increasing control2;
(3) an existing controller 2reducing control2;
(4) an existing controller 2ceasing to 2have control2.
SUP 11.4.2A 28/03/20091A 2non-directive firm 2must notify the FSA of any of the following events concerning the firm:(1) a person 2becoming controller of the firm; or2
(2) 2an existing controller2 ceasing to be controller of the firm.2
2SUP 11.4.3 28/03/20092[deleted]2SUP 11.4.4 28/03/2009An overseas firm must notify the FSA 2if a person becomes a controller of the firm, increases or reduces control over the firm or ceases to have control over the firm22SUP 11.4.5 28/03/20091, 2[deleted]2SUP 11.4.6 21/06/2001If a firm is required to obtain approval from the Society of Lloyd's for any changes in its controllers, it should apply for this approval as well as notifying the FSA.Content and timing of the notification
SUP 11.4.7 28/03/2009The notification by a firm under SUP 11.4.2 R, R or SUP 11.4.4 R must:1 (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 2, whether alone or acting in concert, has decided to acquire control or to increase or reduce control2; or
(b) if the 2change in control2takes place without the knowledge of the firm, within 14 days of the firm becoming aware of the change in control concerned.
SUP 11.4.8 28/03/2009Principle 11 requires firms to be open and cooperative with the FSA. A firm should discuss with the FSA, at the earliest opportunity, any prospective changes of which it is aware, in 2a controller's 2or proposed controller's 2shareholdings or voting power (if the change is material). These discussions may take place before the formal notification requirement in SUP 11.4.2 R, R or SUP 11.4.4 R arises. (See also SUP 11.3.2 G). As a minimum, the FSA 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 FSA's approval); or
(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.
SUP 11.4.9 28/03/2009The 2obligations2in SUP 11.4.2 R and2SUP 11.4.2A R apply 2 whether or not the controller himself has given or intends to give a notification, in accordance with his obligations under the Act.1Identity of controllers
SUP 11.4.10 21/06/2001A firm must take reasonable steps to keep itself informed about the identity of its controllers. SUP 11.4.11 06/10/2007The steps that the FSA expects a firm to take to comply with SUP 11.4.10 R include, if applicable: (1) monitoring its register of shareholders (or equivalent);
(2) monitoring notifications to the firm in accordance with3 Part 223 of the Companies Act3 20063;
(3) monitoring public announcements made under the relevant disclosure provisions of the Takeover Code or other rules made by the Takeover Panel4;
(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.
