xmlns:atom="http://www.w3.org/2005/Atom" xmlns:atom="http://www.w3.org/2005/Atom"

[F1PART 12BU.K.Approval of certain holding companies

Textual Amendments

[F2Approval ]U.K.

Textual Amendments

192P.Requirement for approvalU.K.

(1)No company may be established in the United Kingdom as a parent financial holding company or a parent mixed financial holding company unless—

(a)the company is approved by the PRA;

(b)the PRA has confirmed that the company is exempt from the requirement for approval under subsection (2); or

(c)the subsidiary undertakings of the company do not include—

(i)a credit institution, or

(ii)a designated investment firm.

(2)A company is exempt from the requirement for approval if—

(a)it is a parent financial holding company and its principal activity is to acquire holdings in subsidiary undertakings; or

(b)it is a parent mixed financial holding company and its principal activity with respect to institutions and financial institutions is to acquire holdings in subsidiary undertakings,

and all of the conditions in subsection (3) are satisfied.

(3)The conditions in this subsection are satisfied if—

(a)the Bank of England has not identified the company as a resolution entity (within the meaning of section 3 of the Banking Act 2009) in a group resolution plan under Part 5 of the Bank Recovery and Resolution (No. 2) Order 2014;

(b)a credit institution or a designated investment firm which is a subsidiary undertaking in the same group as the company—

(i)has been designated by the PRA as responsible to ensure the group’s compliance with prudential requirements on a consolidated or sub-consolidated basis, and

(ii)has the power required to discharge those obligations effectively, whether under contractual arrangements with other companies in the group or otherwise;

(c)the company does not take any management, operational or financial decisions affecting—

(i)the group as a whole, or

(ii)any of its subsidiary undertakings which are institutions or financial institutions;

(d)the PRA is satisfied that there is no impediment to the effective supervision of the group on a consolidated or sub-consolidated basis.

(4)For the purposes of this section, a company is established in the United Kingdom if the company is incorporated in, or formed under the law of, any part of the United Kingdom.

192Q.Application for approval or exemptionU.K.

(1)An application for—

(a)the PRA’s approval for the purposes of section 192P(1)(a); or

(b)confirmation of exemption from the requirement for approval,

must be made by the company concerned.

(2)The application must—

(a)be made in such manner as the PRA may direct; and

(b)contain or be accompanied by the information referred to in subsection (3).

(3)The information referred to in subsection (2) is—

(a)a description of the structural organisation of the group of which the company is part, indicating—

(i)its subsidiary undertakings and parent undertakings, and

(ii)the location and type of activity undertaken by each of the entities within the group;

(b)the identity of at least two individuals who are directors of the company;

(c)a description as to how each director of the company complies with the requirements that they are of sufficiently good repute, and possess sufficient knowledge, skills and experience, to perform their duties as directors;

(d)where one of the subsidiary undertakings of the company is a credit institution or a designated investment firm—

(i)the identity of any persons who hold, whether directly or indirectly, qualifying holdings (within the meaning of Article 4(1)(36) of the capital requirements regulation), in the credit institution or designated investment firm, and the amounts of those holdings, or

(ii)if no person holds a qualifying holding in the credit institution or designated investment firm, the identity of the 20 largest shareholders in the credit institution or designated investment firm and the amount of their shareholdings;

(e)a description of the internal organisation and the distribution of tasks with the group.

(4)The PRA may, by notice in writing, require the company to provide any further information necessary to enable the PRA to assess whether the conditions referred to in section 192P(2) and (3) or section 192R are fulfilled.

192R.Grant of approvalU.K.

(1)When the PRA receives an application from a company under section 192Q, it must decide whether—

(a)to approve the company,

(b)to confirm that the company qualifies for an exemption under section 192P(2) and (3), or

(c)to take one or more of the measures in section 192T.

(2)The PRA may only approve the company under this section where conditions A, B and C are satisfied.

(3)Condition A is that the internal arrangements and distribution of tasks within the group of which the company is part are—

(a)adequate for the purpose of complying with the requirements imposed by Directive 2013/36/EU UK law [F3, CRR rules] F4... and the capital requirements regulation on a consolidated or sub-consolidated basis, F4...

[F5(aa)adequate for the purpose of complying with section 192XA rules, and]

(b)effective to—

(i)co-ordinate all the subsidiary undertakings of the company, including, where necessary, through an adequate distribution of tasks among subsidiary institutions;

(ii)prevent or manage intra-group conflicts; and

(iii)enforce the group-wide policies set by the company throughout the group.

(4)Condition B is that the structural organisation of the group of which the company is part does not obstruct or otherwise prevent the effective supervision of the subsidiary institutions and parent institutions as concerns the individual, consolidated and, where appropriate, sub-consolidated obligations to which they are subject.

(5)In assessing whether Condition B is satisfied, the PRA must take into account—

(a)the position of the company within the group;

(b)the shareholding structure of the company, and the group of which it is part; and

(c)the role of the company within the group.

(6)Condition C is that—

(a)the PRA has received the information as to the identity of the shareholders of any credit institution in the group, and the amount of their shareholdings, which is required under Directive 2013/36/EU UK law; and

(b)the directors of the company are of sufficiently good repute, and possess sufficient knowledge, skills and experience to perform their duties as directors.

(7)Where the PRA proposes to refuse approval, or to reject an application for confirmation of exemption, it must give the company a warning notice within four months beginning with—

(a)the date on which it received the application under section 192Q; or

(b)if later (subject to subsection (8) and section 387), the date on which it received any further information requested under section 192Q(4).

(8)When the PRA decides to refuse approval, or to reject an application for an exemption, it must give the company a decision notice within six months of the date on which it received which the application under section 192Q.

Textual Amendments

F4Words in s. 192R(3)(a) omitted (9.6.2021) by virtue of Financial Services Act 2021 (c. 22), s. 49(5), Sch. 3 para. 15(a) (with Sch. 3 Pt. 4); S.I. 2021/671, reg. 2(d)

192S.Regulator’s duty to monitorU.K.

(1)The PRA must monitor whether—

(a)a company approved under section 192R continues to satisfy the conditions in section 192R(3) to (6); and

(b)a company which it has confirmed is exempt from the requirement for approval under section 192P continues to satisfy the conditions for exemption set out in section 192P(2) and (3).

(2)A company which is subject to the requirement for approval under section 192P(1), or exempt from that requirement under section 192P(2), must give the PRA notice in writing of—

(a)any change in the structural organisation of the group; and

(b)any other information required by rules made under section 192J.

192TMeasuresU.K.

(1)Where the PRA determines that the conditions in section 192R are not met, or have ceased to be met, by a company which is subject to the requirement for approval under section 192P(1), the PRA must take appropriate measures in relation to the company—

(a)to ensure the continuity and integrity of the consolidated or sub-consolidated supervision of the group of which the company is part (the “relevant group”); F6...

(b)to ensure that the relevant group complies with the requirements in Directive 2013/36/EU UK law [F7, CRR rules] F8... and the capital requirements regulation on a consolidated or sub-consolidated basis [F9, and

(c)to ensure that the relevant group complies with section 192XA rules.]

(2)Measures taken under subsection (1) may include a direction—

(a)suspending the exercise by the company of voting rights attached to the shares of specified subsidiary institutions held by the company;

(b)requiring the company to transfer its holdings in its subsidiary institutions to its shareholders;

(c)designating another financial holding company, mixed financial holding company or institution within the group as being responsible for a period specified in the direction for ensuring that the group complies with the requirements laid down in Directive 2013/36/EU UK law [F10, CRR rules] F11... and in the capital requirements regulation on a consolidated or sub-consolidated basis [F12and with section 192XA rules];

(d)restricting or prohibiting distributions or interest payments to shareholders;

(e)requiring the company to divest from, or reduce its holdings in, institutions or financial institutions;

(f)requiring the company to submit a plan setting out how it proposes to correct any deficiencies in its compliance with the conditions in section 192R.

(3)Where the PRA determines that a company which it has confirmed is exempt from the requirement for approval under section 192P no longer satisfies the conditions for exemption under section 192P(3), it must direct that company to apply for approval for the purposes of section 192P(1)(a).

Textual Amendments

F6Word in s. 192T(1)(a) omitted (9.6.2021) by virtue of Financial Services Act 2021 (c. 22), s. 49(5), Sch. 3 para. 16(2)(a) (with Sch. 3 Pt. 4); S.I. 2021/671, reg. 2(d)

F8Words in s. 192T(1)(b) omitted (9.6.2021) by virtue of Financial Services Act 2021 (c. 22), s. 49(5), Sch. 3 para. 16(2)(b) (with Sch. 3 Pt. 4); S.I. 2021/671, reg. 2(d)

F11Words in s. 192T(2)(c) omitted (9.6.2021) by virtue of Financial Services Act 2021 (c. 22), s. 49(5), Sch. 3 para. 16(3)(a) (with Sch. 3 Pt. 4); S.I. 2021/671, reg. 2(d)

192U.Directions: procedureU.K.

(1)If the PRA proposes to give a direction under section 192T, or gives such a direction with immediate effect, it must give written notice to—

(a)the financial holding company or mixed financial holding company to which the direction is given (or to be given); and

(b)any authorised person or recognised investment exchange who will, in the opinion of the PRA, be significantly affected by the direction.

(2)In the following provisions of this section “notified person” means a person to whom notice under subsection (1) is given.

(3)A direction under section 192T takes effect—

(a)immediately, if the notice under subsection (1) states that that is the case;

(b)on such other date as may be specified in the notice; or

(c)if no date is specified in the notice, when the matter to which the notice relates is no longer open to review.

(4)A direction may be expressed to take effect immediately (or on a specified date) only if the PRA reasonably considers that it is necessary for the direction to take effect immediately (or on that date).

(5)The notice under subsection (1) must—

(a)give details of the direction;

(b)state the PRA’s reasons for the direction and for its determination as to when the direction takes effect;

(c)inform the notified person that the person may make representations to the PRA within such period as may be specified in the notice (whether or not the notified person has referred the matter to the Tribunal); and

(d)inform the notified person of the person’s right to refer the matter to the Tribunal.

(6)The PRA may extend the period allowed under the notice for making representations.

(7)If, having considered any representations made by any notified person, the PRA decides—

(a)to give the direction proposed; or

(b)if the direction has been given, not to revoke the direction,

it must give each of the notified persons written notice.

(8)If, having considered any representations made by any notified person, the PRA decides—

(a)not to give the direction proposed,

(b)to give a different direction, or

(c)to revoke a direction which has effect,

it must give each of the notified persons written notice.

(9)A notice given under subsection (7) must inform the notified person of the person’s right to refer the matter to the Tribunal.

(10)A notice under subsection (8)(b) must comply with subsection (5).

(11)If a notice informs the notified person of the person’s right to refer a matter to the Tribunal, it must give an indication of the procedure on such a reference.

(12)For the purposes of subsection (3)(c), whether a matter is open to review is to be determined in accordance with section 391(8).

F13192V.Rules imposing consolidated or sub-consolidated requirementsU.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

192W.Consultation between regulatorsU.K.

The PRA must consult the FCA before—

(a)approving an application under section 192Q; or

(b)giving a notice under section 192U(1) or (8)(b) to the financial holding company or mixed financial company of a group which includes an institution which is not a PRA-authorised person.

192X.References to TribunalU.K.

(1)A reference may be made to the Tribunal by—

(a)a company which is aggrieved by the decision of the PRA under section 192R to refuse approval, or to reject an application for an exemption; or

(b)a notified person who is aggrieved by the exercise by the PRA of its powers in relation to directions under section 192T.

(2)“Notified person” means a person to whom notice under section 192U(1) has been given, or ought to have been given.]