|
| |
| |
(2) | If the relevant licensing authority approves P’s holding of that interest, it is |
| |
to be treated as also approving P’s holding of any lesser restricted interest in |
| |
| |
(3) | A lesser restricted interest is a kind of restricted interest held by P by virtue |
| |
| 5 |
(a) | an interest in a smaller percentage of the shares mentioned in sub- |
| |
| |
(b) | an entitlement to exercise, or control the exercise of, a smaller |
| |
percentage of the voting power mentioned in sub-paragraph (1)(b). |
| |
Board’s power to prescribe rules |
| 10 |
8 | In this Schedule “prescribed” means prescribed by rules made by the Board |
| |
for the purposes of this Schedule. |
| |
Secretary of State’s power to modify |
| |
9 | The Secretary of State may, on the recommendation of the Board, by order |
| |
| 15 |
(a) | paragraph 3 (material interest); |
| |
(b) | paragraphs 4(2), 5, 6(3)(c), 38(2), 42(3) and 43(3) (associates). |
| |
| |
Approval of restricted interests on application for licence |
| |
Requirement to identify non-authorised persons |
| 20 |
10 (1) | Where a body applies to a licensing authority for a licence, it must identify |
| |
| |
(a) | any non-authorised person who holds a restricted interest in the |
| |
body, or whom the body expects to hold such an interest when the |
| |
| 25 |
(b) | the kind of restricted interest held, or expected to be held, by that |
| |
| |
(2) | If, before the licence is issued, there is any change in— |
| |
(a) | the identity of the non-authorised persons within sub-paragraph |
| |
| 30 |
(b) | the kind of restricted interest held, or expected to be held, by a |
| |
person identified to the licensing authority under that sub- |
| |
| |
| the applicant must inform the relevant licensing authority within such |
| |
period as may be specified by order made by the Secretary of State on the |
| 35 |
recommendation of the Board. |
| |
11 (1) | It is an offence for a person to fail to comply with a requirement imposed on |
| |
the person by paragraph 10. |
| |
(2) | A person who is guilty of an offence under sub-paragraph (1) is liable on |
| |
summary conviction to a fine not exceeding level 5 on the standard scale. |
| 40 |
| |
| |
|
| |
| |
(3) | It is a defence for a person charged with an offence under sub-paragraph (1) |
| |
to show that at the time of the alleged offence the person had no knowledge |
| |
of the facts by virtue of which the duty to notify arose. |
| |
12 (1) | This paragraph applies if a person under a duty to notify imposed by |
| |
| 5 |
(a) | had no knowledge of the facts by virtue of which that duty arose, but |
| |
(b) | subsequently becomes aware of those facts. |
| |
(2) | The person must give the licensing authority the required notification |
| |
within such period, after the person becomes so aware, as may be specified |
| |
by order made by the Secretary of State on the recommendation of the |
| 10 |
| |
(3) | A person who fails to comply with the duty to notify imposed by sub- |
| |
paragraph (2) is guilty of an offence. |
| |
(4) | A person who is guilty of an offence under sub-paragraph (3) is liable on |
| |
summary conviction to a fine not exceeding level 5 on the standard scale. |
| 15 |
Requirement to notify non-authorised persons |
| |
13 (1) | Where an applicant for a licence identifies a non-authorised person to a |
| |
licensing authority in accordance with paragraph 10 or 12, it must give that |
| |
| |
(a) | stating that it has applied for a licence and identified the person to |
| 20 |
the licensing authority in accordance with paragraph 10 or 12, and |
| |
(b) | explaining the effect of paragraph 14. |
| |
(2) | It is an offence for a person to fail to comply with a requirement imposed on |
| |
| |
(3) | A person who is guilty of an offence under sub-paragraph (2) is liable on |
| 25 |
summary conviction to a fine not exceeding level 5 on the standard scale. |
| |
Licensing authority’s power to require information |
| |
14 (1) | A licensing authority may require a non-authorised person identified to it in |
| |
accordance with paragraph 10 or 12 to provide it with such documents and |
| |
information as it may require. |
| 30 |
(2) | It is an offence for a person who is required to provide information or |
| |
documents under sub-paragraph (1) knowingly to provide false or |
| |
misleading information or documents. |
| |
(3) | A person who is guilty of an offence under sub-paragraph (2) is liable— |
| |
(a) | on summary conviction, to a fine not exceeding the statutory |
| 35 |
| |
(b) | on conviction on indictment, to a term of imprisonment not |
| |
exceeding 2 years or a fine (or both). |
| |
Licence may not be granted unless non-authorised persons approved |
| |
15 (1) | This paragraph applies where an applicant for a licence (“the applicant”) |
| 40 |
gives the licensing authority notification under paragraph 10 or 12 in |
| |
relation to one or more non-authorised persons. |
| |
| |
| |
|
| |
| |
(2) | The licensing authority may not grant the application for a licence unless, in |
| |
relation to each non-authorised person in respect of which notification is |
| |
given (“the investor”), it approves the investor’s holding of the restricted |
| |
interest to which the notification relates (“the notified interest”). |
| |
(3) | Sub-paragraph (2) does not apply in relation to a non-authorised person |
| 5 |
who does not hold the notified interest when the licence is issued. |
| |
(4) | In this Part of this Schedule, “the applicant”, “the investor” and “the notified |
| |
interest” are to be construed in accordance with this paragraph. |
| |
Unconditional approval of notified interest |
| |
16 (1) | If the licensing authority is satisfied that the approval requirements are met |
| 10 |
in relation to the investor’s holding of the notified interest, it must approve |
| |
the investor’s holding of that interest without conditions. |
| |
(2) | If the licensing authority approves the investor’s holding of the notified |
| |
interest without conditions, it must notify the investor and the applicant of |
| |
its approval as soon as reasonably practicable. |
| 15 |
Conditional approval of notified interest |
| |
17 (1) | If the licensing authority is not satisfied that the approval requirements are |
| |
met in relation to the investor’s holding of the notified interest, it may |
| |
approve the investor’s holding of the notified interest subject to conditions. |
| |
(2) | It may do so only if it considers that, if the conditions are complied with, it |
| 20 |
will be appropriate for the investor to hold the notified interest without the |
| |
approval requirements being met. |
| |
(3) | If the licensing authority proposes to approve the investor’s holding of the |
| |
notified interest subject to conditions it must give the investor and the |
| |
applicant a warning notice. |
| 25 |
(4) | The warning notice must— |
| |
(a) | specify the nature of the conditions proposed and the reasons for |
| |
| |
(b) | state that representations may be made to the licensing authority |
| |
within the prescribed period. |
| 30 |
(5) | The licensing authority must consider any representations made within the |
| |
| |
(6) | If the licensing authority approves the investor’s holding of the notified |
| |
interest subject to conditions, it must notify the investor and the applicant of |
| |
its approval as soon as reasonably practicable. |
| 35 |
| |
(a) | specify the reasons for the imposition of the conditions, and |
| |
(b) | explain the effect of Part 5 of this Schedule. |
| |
18 (1) | The investor and the applicant may before the end of the prescribed period |
| |
appeal to the relevant appellate body against the imposition of any or all of |
| 40 |
| |
(2) | The relevant appellate body may dismiss the appeal, or allow the appeal |
| |
| |
| |
| |
|
| |
| |
(a) | order the licensing authority to approve the investor’s holding of the |
| |
notified interest without conditions, or subject to such conditions as |
| |
may be specified in the order, or |
| |
(b) | remit the matter to the licensing authority. |
| |
(3) | A party to the appeal may before the end of the prescribed period appeal to |
| 5 |
the High Court on a point of law arising from the decision of the relevant |
| |
appellant body, but only with the permission of the High Court. |
| |
(4) | The High Court may make such order as it thinks fit. |
| |
(5) | If the investor’s holding of the notified interest is subject to conditions as a |
| |
result of an order made on an appeal under this paragraph, for the purposes |
| 10 |
of this Schedule the conditions are to be treated as having been imposed |
| |
| |
Objection to notified interest |
| |
19 (1) | If the licensing authority is not satisfied that the approval requirements are |
| |
met in relation to the investor’s holding of the notified interest, it may object |
| 15 |
to the investor’s holding of that interest. |
| |
(2) | If the licensing authority proposes to object to the investor’s holding of the |
| |
notified interest, it must give the investor and the applicant a warning |
| |
| |
(3) | The warning notice must— |
| 20 |
(a) | specify the reasons for the proposed objection, and |
| |
(b) | state that representations may be made to the licensing authority |
| |
within the prescribed period. |
| |
(4) | The licensing authority must consider any representations made within the |
| |
| 25 |
(5) | If the licensing authority objects to the investor’s holding of the notified |
| |
interest, it must notify the investor and the applicant of its objection as soon |
| |
as reasonably practicable. |
| |
| |
(a) | specify the reasons for the objection, and |
| 30 |
(b) | explain the effect of Part 5 of this Schedule. |
| |
20 (1) | The investor and the applicant may before the end of the prescribed period |
| |
appeal to the relevant appellate body against the objection. |
| |
(2) | The relevant appellate body may dismiss the appeal, or allow the appeal |
| |
| 35 |
(a) | order the licensing authority to approve the investor’s holding of the |
| |
notified interest without conditions, or subject to such conditions as |
| |
may be specified in the order, or |
| |
(b) | remit the matter to the licensing authority. |
| |
(3) | A party to the appeal may before the end of the prescribed period appeal to |
| 40 |
the High Court on a point of law arising from the decision of the relevant |
| |
appellate body, but only with the permission of the High Court. |
| |
(4) | The High Court may make such order as it thinks fit. |
| |
| |
| |
|
| |
| |
(5) | If the investor’s holding of the notified interest is subject to conditions as a |
| |
result of an order made on an appeal under this paragraph, for the purposes |
| |
of this Schedule the conditions are to be treated as having been imposed |
| |
| |
| 5 |
Approval of restricted interests after licence is issued |
| |
Powers of licensing authority in relation to change of interests |
| |
Continuing notification requirements |
| |
21 (1) | This paragraph applies where a non-authorised person (“the investor”)— |
| |
(a) | proposes to take a step which would result in the investor acquiring |
| 10 |
a restricted interest in a licensed body (or, if the investor already has |
| |
one or more kinds of restricted interest, acquiring an additional kind |
| |
of restricted interest), or |
| |
(b) | acquires such an interest in a licensed body without taking such a |
| |
| 15 |
(2) | In a case within sub-paragraph (1)(a) the investor must notify the licensed |
| |
body and the relevant licensing authority of the proposal. |
| |
(3) | In a case within sub-paragraph (1)(b) the investor must notify the licensed |
| |
body and the relevant licensing authority of the acquisition within such |
| |
period, after the investor becomes aware of it, as may be specified by order |
| 20 |
made by the Secretary of State on the recommendation of the Board. |
| |
(4) | In this Part of this Schedule— |
| |
(a) | references to “the investor” are to be construed in accordance with |
| |
| |
(b) | references to a notifiable interest are to the restricted interest which |
| 25 |
the investor will have as a result of the step the investor proposes to |
| |
take (or has as a result of the acquisition which has taken place). |
| |
Offences in connection with paragraph 21 |
| |
22 (1) | It is an offence for a person to fail to comply with a requirement imposed |
| |
| 30 |
| |
| |
(2) | A person who is guilty of an offence under sub-paragraph (1) is liable on |
| |
summary conviction to a fine not exceeding level 5 on the standard scale. |
| |
(3) | It is a defence for a person charged with an offence under sub-paragraph |
| 35 |
(1)(a) to show that at the time of the alleged offence the person had no |
| |
knowledge of the facts by virtue of which the duty to notify arose. |
| |
23 (1) | This paragraph applies if a person under the duty to notify imposed by |
| |
| |
(a) | had no knowledge of the facts by virtue of which that duty arose, but |
| 40 |
(b) | subsequently becomes aware of those facts. |
| |
| |
| |
|
| |
| |
(2) | The person must give the licensed body and the licensing authority the |
| |
required notification within such period, after the person becomes so aware, |
| |
as may be specified by order made by the Secretary of State on the |
| |
recommendation of the Board. |
| |
(3) | A person who fails to comply with the duty to notify imposed by sub- |
| 5 |
paragraph (2) is guilty of an offence. |
| |
(4) | A person who is guilty of an offence under sub-paragraph (3) is liable on |
| |
summary conviction to a fine not exceeding level 5 on the standard scale. |
| |
24 (1) | It is an offence for a non-authorised person, who under paragraph 21(2) is |
| |
required to notify the licensed body and the relevant licensing authority of |
| 10 |
a proposal to take a step, to take the step, unless the relevant licensing |
| |
authority has approved the investor’s holding of the notifiable interest |
| |
under paragraph 27 or 28. |
| |
(2) | If paragraph 22(3) applies, the reference in sub-paragraph (1) to paragraph |
| |
21(2) is to be read as a reference to paragraph 23(2). |
| 15 |
(3) | A person who is guilty of an offence under sub-paragraph (1) is liable— |
| |
(a) | on summary conviction, to a fine not exceeding the statutory |
| |
| |
(b) | on conviction on indictment, to a term of imprisonment not |
| |
exceeding 2 years or a fine (or both). |
| 20 |
Duty of licensing authority following notification etc. |
| |
25 (1) | The relevant licensing authority must— |
| |
(a) | following receipt of a notification under paragraph 21(2) or (3) or |
| |
| |
(b) | if the licensing authority becomes aware that an investor has failed |
| 25 |
to comply with a notification requirement imposed by paragraph |
| |
| |
| determine which of the steps in sub-paragraph (3) to take. |
| |
(2) | The licensing authority must make the determination within such period as |
| |
| 30 |
| |
(a) | to approve the investor’s holding of the notifiable interest |
| |
unconditionally under paragraph 27, |
| |
(b) | to warn the investor under paragraph 28(3) that it proposes to |
| |
approve the investor’s holding of the notifiable interest subject to |
| 35 |
| |
(c) | to approve under paragraph 28(4) the investor’s holding of the |
| |
notifiable interest subject to conditions, |
| |
(d) | to warn the investor under paragraph 31(2) that it proposes to object |
| |
to the investor’s holding of the notifiable interest, or |
| 40 |
(e) | to object under paragraph 31(3) to the investor’s holding of the |
| |
| |
Licensing authority’s power to require information |
| |
26 (1) | A licensing authority may require the investor to provide it with such |
| |
documents and information as it may require. |
| 45 |
| |
| |
|
| |
| |
(2) | It is an offence for a person who is required to provide information or |
| |
documents under sub-paragraph (1) knowingly to provide false or |
| |
misleading information or documents. |
| |
(3) | A person who is guilty of an offence under sub-paragraph (2) is liable— |
| |
(a) | on summary conviction, to a fine not exceeding the statutory |
| 5 |
| |
(b) | on conviction on indictment, to a term of imprisonment not |
| |
exceeding 2 years or a fine (or both). |
| |
Unconditional approval of notifiable interest |
| |
27 (1) | If the licensing authority is satisfied that the approval requirements are met |
| 10 |
in relation to the investor’s holding of the notifiable interest, it must approve |
| |
the investor’s holding of that interest without conditions. |
| |
(2) | If the licensing authority approves the investor’s holding of the notifiable |
| |
interest without conditions, it must notify the investor and the licensed body |
| |
of its approval as soon as reasonably practicable. |
| 15 |
Conditional approval of notifiable interest |
| |
28 (1) | If the licensing authority is not satisfied that the approval requirements are |
| |
met in relation to the investor’s holding of the notifiable interest, it may |
| |
approve the investor’s holding of that interest subject to conditions. |
| |
(2) | It may do so only if it considers that, if the conditions are complied with, it |
| 20 |
will be appropriate for the investor to hold the notifiable interest without the |
| |
approval requirements being met. |
| |
(3) | If the licensing authority proposes to approve the investor’s holding of the |
| |
notifiable interest subject to conditions it must give the investor and the |
| |
licensed body a warning notice. |
| 25 |
(4) | But the licensing authority may approve the investor’s holding of the |
| |
notifiable interest subject to conditions without giving a warning notice if it |
| |
considers it necessary or desirable to do so for the purpose of protecting any |
| |
of the regulatory objectives. |
| |
(5) | The warning notice must— |
| 30 |
(a) | specify the nature of the conditions proposed and the reasons for |
| |
| |
(b) | state that representations may be made to the licensing authority |
| |
within the prescribed period. |
| |
(6) | The licensing authority must consider any representations made within the |
| 35 |
| |
(7) | If the licensing authority approves the investor’s holding of the notifiable |
| |
interest subject to conditions, it must notify the investor and the licensed |
| |
body of its approval as soon as reasonably practicable. |
| |
| 40 |
(a) | specify the reasons for the imposition of the conditions and (if the |
| |
investor already holds the notifiable interest) the time from which |
| |
| |
(b) | explain the effect of Part 5 of this Schedule. |
| |
| |
| |
|
