C1C2C3C4C5C6 Part 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))
Pt. 12 excluded (26.7.2013 for specified purposes, 2.9.2013 in so far as not already in force) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013 (S.I. 2013/1881), arts. 1(2)(5), 59(7)
Pt. 12 applied (with modifications) (13.8.2017 for specified purposes, 13.10.2017 in so far as nt already in force) by The Payment Services Regulations 2017 (S.I. 2017/752), reg. 1(2)(b)(iii)(3)(c), Sch. 6 para. 5 (with reg. 3)
Pt. 12 excluded (8.12.2017) by The Risk Transformation Regulations 2017 (S.I. 2017/1212), regs. 1(2), 8
Pt. 12 modified (E.W.S.) (29.11.2018 for specified purposes, 1.4.2019 in so far as not already in force) by The Financial Services and Markets Act 2000 (Claims Management Activity) Order 2018 (S.I. 2018/1253), arts. 1(2)(3), 83(10)
F1Enforcement procedures
Ss. 178-191G and cross-headings substituted (21.3.2009) for ss. 178-191 and cross-headings by The Financial Services and Markets Act 2000 (Controllers) Regulations 2009 (S.I. 2009/534), reg. 3, Sch. 1 (with reg. 8)
191BRestriction notices
1
The F2appropriate regulator may give notice in writing (a “restriction notice”) to a person in the following circumstances.
2
The circumstances are that—
a
the person has control over a UK authorised person by virtue of holding shares or voting power; and
b
in relation to the shares or voting power, the F2appropriate regulator has given the person a warning notice or a decision notice under section 189 or 191A or a final notice which confirms a decision notice given under section 189 or 191A.
F32A
Where the appropriate regulator is the PRA, it must consult the FCA before giving a restriction notice under this section.
2B
Where the appropriate regulator is the FCA, it must consult the PRA before giving a restriction notice under this section if—
a
the UK authorised person has as a member of its immediate group a PRA-authorised person, or
b
the person to whom the restriction notice is to be given is a PRA-authorised person.
3
In a restriction notice, the F2appropriate regulator may direct that shares or voting power to which the notice relates are, until further notice, subject to one or more of the following restrictions—
a
except by court order, an agreement to transfer or a transfer of any such shares or voting power or, in the case of unissued shares, any agreement to transfer or transfer of the right to be issued with them, is void;
b
no voting power is to be exercisable;
c
no further shares are to be issued in pursuance of any right of the holder of any such shares or voting power or in pursuance of any offer made to their holder;
d
except in a liquidation, no payment is to be made of any sums due from the body corporate on any such shares, whether in respect of capital or otherwise.
F43A
Subsection (3)(a) and (b) does not apply where the voting power represented by the shares in question is suspended under section 190A(2).
4
A restriction notice takes effect—
a
immediately; or
b
on such date as may be specified in the notice.
5
A restriction notice does not extinguish rights which would be enjoyable but for the notice.
6
A copy of the restriction notice must be served on—
a
the UK authorised person in question; and
b
in the case of shares or voting power held in a parent undertaking of a UK authorised person, the parent undertaking.
7
A person to whom the F2appropriate regulator gives a restriction notice may refer the matter to the Tribunal.
Pt. 12 modified (1.12.2001) by S.I. 2001/3592, arts. 1(2), 114(3)(a) (with art. 23(2))