C1C2Part XII Control Over Authorised Persons
Pt. 12 applied (with modifications) (30.4.2011) by The Electronic Money Regulations 2011 (S.I. 2011/99), reg. 62, Sch. 3 para. 4 (with reg. 3) (as amended (1.4.2013) by The Financial Services Act 2012 (Consequential Amendments and Transitional Provisions) Order 2013 (S.I. 2013/472), Sch. 2 para. 196(5)(d)(e))
Acquiring, increasing and reducing control
X1179 Acquiring control.
1
For the purposes of this Part, a person (“the acquirer”) acquires control over a UK authorised person (“A”) on first falling within any of the cases in subsection (2).
2
The cases are where the acquirer—
a
holds 10% or more of the shares in A;
b
is able to exercise significant influence over the management of A by virtue of his shareholding in A;
c
holds 10% or more of the shares in a parent undertaking (“P”) of A;
d
is able to exercise significant influence over the management of P by virtue of his shareholding in P;
e
is entitled to exercise, or control the exercise of, 10% or more of the voting power in A;
f
is able to exercise significant influence over the management of A by virtue of his voting power in A;
g
is entitled to exercise, or control the exercise of, 10% or more of the voting power in P; or
h
is able to exercise significant influence over the management of P by virtue of his voting power in P.
3
In subsection (2) “the acquirer” means—
a
the acquirer;
b
any of the acquirer’s associates; or
c
the acquirer and any of his associates.
4
For the purposes of this Part, each of the following is to be regarded as a kind of control—
a
control arising as a result of the holding of shares in A;
b
control arising as a result of the holding of shares in P;
c
control arising as a result of the entitlement to exercise, or control the exercise of, voting power in A;
d
control arising as a result of the entitlement to exercise, or control the exercise of, voting power in P.
5
For the purposes of this section and sections 180 and 181, “associate”, “shares” and “voting power” have the same meaning as in section 422.
X2180 Increasing control.
1
For the purposes of this Part, a controller of a person (“A”) who is a UK authorised person increases his control over A if—
a
the percentage of shares held by the controller in A increases by any of the steps mentioned in subsection (2);
b
the percentage of shares held by the controller in a parent undertaking (“P”) of A increases by any of the steps mentioned in subsection (2);
c
the percentage of voting power which the controller is entitled to exercise, or control the exercise of, in A increases by any of the steps mentioned in subsection (2);
d
the percentage of voting power which the controller is entitled to exercise, or control the exercise of, in P increases by any of the steps mentioned in subsection (2); or
e
the controller becomes a parent undertaking of A.
2
The steps are—
a
from below 10% to 10% or more but less than 20%;
b
from below 20% to 20% or more but less than 33%;
c
from below 33% to 33% or more but less than 50%;
d
from below 50% to 50% or more.
3
In paragraphs (a) to (d) of subsection (1) “the controller” means—
a
the controller;
b
any of the controller’s associates; or
c
the controller and any of his associates.
4
In the rest of this Part “acquiring control” or “having control” includes—
a
acquiring or having an additional kind of control; or
b
acquiring an increase in a relevant kind of control, or having increased control of a relevant kind.
X3181 Reducing control.
1
For the purposes of this Part, a controller of a person (“A”) who is a UK authorised person reduces his control over A if—
a
the percentage of shares held by the controller in A decreases by any of the steps mentioned in subsection (2),
b
the percentage of shares held by the controller in a parent undertaking (“P”) of A decreases by any of the steps mentioned in subsection (2),
c
the percentage of voting power which the controller is entitled to exercise, or control the exercise of, in A decreases by any of the steps mentioned in subsection (2),
d
the percentage of voting power which the controller is entitled to exercise, or control the exercise of, in P decreases by any of the steps mentioned in subsection (2), or
e
the controller ceases to be a parent undertaking of A,
unless the controller ceases to have the kind of control concerned over A as a result.
2
The steps are—
a
from 50% or more to 33% or more but less than 50%;
b
from 33% or more to 20% or more but less than 33%;
c
from 20% or more to 10% or more but less than 20%;
d
from 10% or more to less than 10%.
3
In paragraphs (a) to (d) of subsection (1) “the controller” means—
a
the controller;
b
any of the controller’s associates; or
c
the controller and any of his associates.
Pt. 12 modified (1.12.2001) by S.I. 2001/3592, arts. 1(2), 114(3)(a) (with art. 23(2))