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| Approval of acquisition of control. |
156. - (1) If the Authority decides to approve of the person concerned having the control to which the notice relates it must notify that person of its approval in writing without delay.
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(2) If the Authority fails to comply with subsection (1) of section 155 it is to be treated as having given its approval and notified the person concerned at the end of the period fixed by that subsection.
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(3) The Authority's approval remains effective only if the person to whom it relates acquires the control in question-
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(a) before the end of such period as may be specified in the notice; or |
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(b) if no period is specified, before the end of the period of one year beginning with the date- |
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(i) of the notice of approval;
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(ii) on which the Authority is treated as having given approval under subsection (2); or
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(iii) of a decision on a reference to the Tribunal which results in the person concerned receiving approval.
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| Conditions attached to approval. |
157. - (1) The Authority's approval under section 156 may be given unconditionally or subject to such conditions as the Authority considers appropriate.
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(2) Conditions may be imposed only for the purpose of ensuring that the qualifying conditions for authorisation continue to be met in relation to the authorised person concerned.
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(3) If the Authority proposes to impose conditions on a person it must give him a warning notice.
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(4) If the Authority decides to impose conditions on a person it must give him a decision notice.
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(5) A person who is subject to a condition imposed under this section may apply to the Authority-
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(a) for the condition to be varied; or |
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(b) for the condition to be cancelled. |
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(6) The Authority may, on its own initiative, cancel a condition imposed under this section.
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(7) If the Authority has given its approval to a person subject to a condition, he may refer to the Tribunal-
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(a) the imposition of the condition; or |
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(b) the Authority's refusal of an application made by him under subsection (5). |
| Objection to acquisition of control. |
158. - (1) On considering a notice of control, the Authority may give a decision notice under this section to the person acquiring control ("the acquirer") unless it is satisfied that the approval requirements are met.
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(2) The approval requirements are that-
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(a) the acquirer is a fit and proper person to have the control over the authorised person that he has or would have if he acquired the control in question; |
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(b) the interests of persons who use, or are or may be contemplating using, any of the services provided by authorised persons in carrying on regulated activities would not be threatened by the acquirer's control or by his acquiring that control; and |
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(c) having regard to the control that the acquirer has over the authorised person concerned, or is likely to have over that person if the proposal to which the notice of control relates is carried into effect- |
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(i) the qualifying conditions for authorisation are or would be met in relation to the authorised person; or
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(ii) it appears likely that, if any of those conditions were not met, the acquirer would take satisfactory remedial action.
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(3) If the Authority gives a notice under this section but considers that the approval requirements would be met if the person to whom a notice is given were to take, or refrain from taking, a particular step, the notice must identify that step.
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(4) A person to whom a notice under this section is given may refer the matter to the Tribunal.
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| Objection to existing control. |
159. - (1) If the Authority is not satisfied that the approval requirements are met, it may give a decision notice under this section to a person if he has failed to comply with a duty to notify imposed by section 150.
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(2) If the failure relates to subsection (1) or (2) of that section, the Authority may (instead of giving a notice under subsection (1)) approve the acquisition of the control in question by the person concerned as if he had given it a notice of control.
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(3) The Authority may also give a decision notice under this section to a person who is a controller of a UK authorised person if the Authority becomes aware of matters as a result of which it is satisfied that-
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(a) the approval requirements are not met with respect to the controller; or |
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(b) a condition imposed under section 157 required that person to do (or refrain from doing) a particular thing and the condition has been breached as a result of his failing to do (or doing) that thing. |
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(4) A person to whom a notice under this section is given may refer the matter to the Tribunal.
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(5) "Approval requirements" has the same meaning as in section 158.
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| Notices of objection under section 159: procedure. |
160. - (1) If the Authority proposes to give a notice of objection to a person under section 159, it must give him a warning notice.
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(2) Before doing so, the Authority must comply with such requirements as to consultation with competent authorities outside the United Kingdom as may be prescribed.
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(3) If the Authority decides to give a warning notice under this section, it must do so before the end of the period of three months beginning-
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(a) in the case of a notice to be given under section 159(1), with the date on which it became aware of the failure to comply with the duty in question; |
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(b) in the case of a notice to be given under section 159(3), with the date on which it became aware of the matters in question. |
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(4) The Authority may require the person concerned to provide such additional information or documents as it considers reasonable.
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(5) Different requirements may be imposed in different circumstances.
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(6) In this Part "notice of objection" means a notice under section 158 or 159.
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Improperly acquired shares |
| Improperly acquired shares. |
161. - (1) The powers conferred by this section are exercisable if a person has acquired, or has continued to hold, any shares in contravention of-
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(a) a notice of objection; or |
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(b) a condition imposed on the Authority's approval. |
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(2) The Authority may by notice in writing served on the person concerned ("a restriction notice") direct that any such shares which are specified in the notice are, until further notice, subject to one or more of the following restrictions-
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(a) a transfer of (or agreement to transfer) those shares, or in the case of unissued shares any transfer of (or agreement to transfer) the right to be issued with them, is void; |
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(b) no voting rights are to be exercisable in respect of the shares; |
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(c) no further shares are to be issued in right of them or in pursuance of any offer made to their holder; |
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(d) except in a liquidation, no payment is to be made of any sums due from the body corporate on the shares, whether in respect of capital or otherwise. |
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(3) The court may, on the application of the Authority, order the sale of any shares to which this section applies and, if they are for the time being subject to any restriction under subsection (2), that they are to cease to be subject to that restriction.
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(4) No order may be made under subsection (3)-
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(a) until the end of the period within which a reference may be made to the Tribunal in respect of the notice of objection; and |
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(b) if a reference is made, until the matter has been determined or the reference withdrawn. |
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(5) If an order has been made under subsection (3), the court may, on the application of the Authority, make such further order relating to the sale or transfer of the shares as it thinks fit.
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(6) If shares are sold in pursuance of an order under this section, the proceeds of sale, less the costs of the sale, must be paid into court for the benefit of the persons beneficially interested in them; and any such person may apply to the court for the whole or part of the proceeds to be paid to him.
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(7) This section applies-
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(a) in the case of an acquirer falling within section 150(1), to all the shares- |
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(i) in the authorised person which the acquirer has acquired;
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(ii) which are held by him or an associate of his; and
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(iii) which were not so held immediately before he became a person with control over the authorised person;
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(b) in the case of an acquirer falling within section 150(2), to all the shares held by him or an associate of his at the time when he first became aware that he had acquired control over the authorised person; and |
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(c) to all the shares in an undertaking ("C")- |
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(i) which are held by the acquirer or an associate of his, and
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(ii) which were not so held before he became a person with control in relation to the authorised person,
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where C is the undertaking in which shares were acquired by the acquirer (or an associate of his) and, as a result, he became a person with control in relation to that authorised person. |
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(8) A copy of the restriction notice must be served on-
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(a) the authorised person to whose shares it relates; and |
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(b) if it relates to shares held by an associate of that authorised person, on that associate. |
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(9) The jurisdiction conferred by this section may be exercised by the High Court and the Court of Session.
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