Legalize / United Kingdom / Public General Act

Financial Services and Markets Act 2000

Type Public General Act

Publication 2000-06-14

Last updated 2026-09-05

State In force

Department Statute Law Database

Source legislation.gov.uk

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articles Not indexed

An Act to make provision about the regulation of financial services and markets; to provide for the transfer of certain statutory functions relating to building societies, friendly societies, industrial and provident societies and certain other mutual societies; and for connected purposes.

Reform history JSON API

(a) information and documents that the PRA considers are, or might be, relevant to the stability of one or more aspects of the UK financial system , and

(b) information and documents reasonably required by the Bank of England in connection with the exercise by the Bank of its functions in pursuance of its financial stability objective.

(4) A notice may be given to a service provider, or to a person who is connected with a service provider, only if the PRA considers that—

(a) the service or the way in which it (or any part of it) is provided, or

(b) any failure to provide the service (or any part of it),

poses, or would be likely to pose, a serious threat to the stability of the UK financial system.

(5) Information or documents required under this section must be provided or produced—

(a) before the end of such reasonable period as may be specified; and

(b) at such place as may be specified.

(6) The PRA may require any information provided under this section to be provided in such form as it may reasonably require.

(7) The PRA may require—

(a) any information provided, whether in a document or otherwise, to be verified in such manner as it may reasonably require; or

(b) any document produced to be authenticated in such manner as it may reasonably require.

(7A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(8) In this section—

“management” includes any of the activities listed in Schedule 6 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001;

“relevant investment fund” means an investment fund whose assets consist of or include financial instruments which—are traded in the United Kingdom; orwere issued by a body incorporated in the United Kingdom;

“service” includes facility;

“specified” means specified in the notice.

(9) For the purposes of the definition of “relevant investment fund”—

(a) arrangements may constitute an investment fund even if there is only one person participating in the arrangements; and

(b) the reference to financial instruments has the same meaning as in the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (see article 3(1) of that Order).

(10) For the purposes of this section a person is connected with another person (“A”) if the person is or has at any relevant time been—

(a) a member of A's group;

(b) a controller of A;

(d) in relation to A, a person mentioned in Part 1 of Schedule 15 (reading references in that Part to the authorised person as references to A).

Safeguards etc in relation to exercise of power under section 165A

165B

(1) If the PRA proposes to impose a requirement on a person under section 165A, it must give the person a notice in writing warning the person that the PRA is proposing to impose the requirement.

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

(a) give the PRA's reasons for proposing to impose the requirement; and

(b) specify a reasonable period within which the person may make representations to the PRA.

(3) The PRA must then decide, within a reasonable period, whether to impose the requirement.

(4) Subsections (1) to (3) do not apply in any case where the PRA is satisfied that it is necessary for the information or documents to be provided or produced without delay.

(5) If the PRA imposes a requirement on a person under section 165A, the notice under that section must give the PRA's reasons for imposing the requirement.

(6) The PRA must prepare a statement of its policy with respect to the exercise of the power conferred by section 165A.

(7) The statement requires the approval of the Treasury.

(8) If the Treasury approve the statement, the PRA must publish it.

(9) The power conferred by section 165A may not be exercised before the statement has been published.

Orders under section 165A(2)(d)

165C

(1) The Treasury may make an order under section 165A(2)(d) only if either or both of the following conditions is met in relation to the provision made by the order.

(1A) Condition A is that the Treasury consider that—

(a) the activities carried on by the prescribed person or persons of the prescribed description, or the way in which those activities (or any part of them) are carried on, or

(b) any failure to carry on those activities (or any part of them),

pose, or would be likely to pose, a serious threat to the stability of the UK financial system.

(1B) Condition B is that the provision implements all or part of a recommendation made by the Financial Policy Committee of the Bank of England under section 9P of the Bank of England Act 1998.

(2) Subject as follows, an order under section 165A(2)(d) may not be made unless a draft of the order has been laid before, and approved by a resolution of, each House of Parliament.

(3) Subsection (2) does not apply in any case where the Treasury are satisfied that it is necessary to make an order under section 165A(2)(d) without laying a draft for approval.

(4) In that case, the order—

(a) must be laid before Parliament after being made; and

(b) ceases to have effect at the end of the relevant period unless before the end of that period it is approved by a resolution of each House of Parliament.

(5) If an order ceases to have effect as a result of subsection (4)(b) that does not affect—

(a) anything done under it; or

(b) the power to make a new one.

(6) “Relevant period” means a period of 28 days beginning with the day on which the order is made.

(7) In calculating the relevant period no account is to be taken of any time during which Parliament is dissolved or prorogued or during which both Houses are adjourned for more than four days.

(8) If a statutory instrument containing an order under section 165A(2)(d) would, apart from this subsection, be treated as a hybrid instrument for the purposes of the Standing Orders of either House of Parliament, it is to proceed in that House as if it were not a hybrid instrument.

Reports by skilled persons.

166

(1) This section applies where either regulator has required or could require a person to whom subsection (2) applies (“the person concerned”) to provide information or produce documents with respect to any matter (“the matter concerned”).

(2) This subsection applies to—

(a) an authorised person (“A”),

(b) any other member of A's group,

(d) a person who has at any relevant time been a person falling within paragraph (a), (b) or (c),

who is, or was at the relevant time, carrying on a business.

(3) The regulator mentioned in subsection (1) may either—

(a) by notice in writing given to the person concerned, require the person concerned to provide the regulator with a report on the matter concerned, or

(b) itself appoint a person to provide the regulator with a report on the matter concerned.

(4) When acting under subsection (3)(a), the regulator may require the report to be in such form as may be specified in the notice.

(5) The regulator must give notice of an appointment under subsection (3)(b) to the person concerned.

(6) The person appointed to make a report—

(a) must be a person appearing to the regulator to have the skills necessary to make a report on the matter concerned, and

(b) where the appointment is to be made by the person concerned, must be a person nominated or approved by the regulator.

(7) It is the duty of—

(a) the person concerned, and

(b) any person who is providing (or who has at any time provided) services to the person concerned in relation to the matter concerned,

to give the person appointed to prepare a report all such assistance as the appointed person may reasonably require.

(8) The obligation imposed by subsection (7) is enforceable, on the application of the regulator in question, by an injunction or, in Scotland, by an order for specific performance under section 45 of the Court of Session Act 1988.

(9) A regulator may make rules providing for expenses incurred by it in relation to an appointment under subsection (3)(b) to be payable as a fee by the person concerned.

(10) The powers conferred by this section may also be exercised by the FCA in relation to a person to whom subsection (10A), (11) , (12) or (13) applies, (and references to the person concerned are to be read accordingly).

(10A) This subsection applies to a person who is or has been subject to a relevant Part 5A requirement.

(11) This subsection applies to—

(a) a recognised investment exchange (“A”),

(b) any other member of A's group,

(d) a person who has at any time been a person falling within paragraph (a), (b) or (c),

who is, or was at the relevant time, carrying on a business.

(12) This subsection applies to a person who provides, or has provided, a service to an FCA investment firm or to a relevant parent undertaking of such a firm.

(13) This subsection applies to a person who is or has at any relevant time been involved in the administration of any trust arrangement relating to a funeral plan contract entered into or carried out by an authorised person.

(14) In this section, “funeral plan contract” has the same meaning as in article 59(2) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001.

Appointment of skilled person to collect and update information

166A

(1) This section applies if either regulator considers that an authorised person has contravened a requirement in rules made by that regulator to collect, and keep up to date, information of a description specified in the rules.

(2) The regulator may either—

(a) require the authorised person to appoint a skilled person to collect or update the information, or

(b) itself appoint a skilled person to do so.

(3) References in this section to a skilled person are to a person—

(a) appearing to the regulator to have the skills necessary to collect or update the information in question, and

(b) where the appointment is to be made by the authorised person, nominated or approved by the regulator.

(4) The regulator must give notice of an appointment under subsection (2)(b) to the authorised person.

(5) The skilled person may require any person to provide all such assistance as the skilled person may reasonably require to collect or update the information in question.

(6) A requirement imposed under subsection (5) is enforceable, on the application of the regulator in question, by an injunction or, in Scotland, by an order for specific performance under section 45 of the Court of Session Act 1988.

(7) A contractual or other requirement imposed on a person (“P”) to keep any information in confidence does not apply if—

(a) the information is or may be relevant to anything required to be done as a result of this section,

(b) an authorised person or a skilled person requests or requires P to provide the information for the purpose of securing that those things are done, and

(c) the regulator in question has approved the making of the request or the imposition of the requirement before it is made or imposed.

(8) An authorised person may provide information (whether received under subsection (7) or otherwise) that would otherwise be subject to a contractual or other requirement to keep it in confidence if it is provided for the purposes of anything required to be done as a result of this section.

(9) A regulator may make rules providing for expenses incurred by it in relation to an appointment under subsection (2)(b) to be payable as a fee by the authorised person.

(9A) The powers conferred by this section may also be exercised by the FCA in relation to a recognised investment exchange (and references to an authorised person are to be read accordingly).

(9B) The powers conferred by this section may also be exercised by the FCA in relation to a person who is or has been subject to a relevant Part 5A requirement (and references to an authorised person are to be read accordingly).

(10) In this section “authorised person”, in relation to the PRA, means PRA-authorised person.

Appointment of investigators

Appointment of persons to carry out general investigations.

167

(1) If it appears to an investigating authority that there is good reason for doing so, the investigating authority may appoint one or more competent persons to conduct an investigation on its behalf into—

(a) the nature, conduct or state of the business of a person to whom subsection (1A) applies or an appointed representative;

(b) a particular aspect of that business; or

(1A) This subsection applies to the following persons—

(a) a recognised investment exchange;

(b) an authorised person;

(d) a person who provides a service to an FCA investment firm or to a relevant parent undertaking of such a firm.

(e) a person on whom a relevant Part 5A requirement is imposed.

(2) If a person appointed under subsection (1) thinks it necessary for the purposes of his investigation, he may also investigate the business of a person who is or has at any relevant time been—

(a) a member of the group of which the person under investigation (“A”) is part; ...

(b) a partnership of which A is a member ; or

(3) If a person appointed under subsection (1) decides to investigate the business of any person under subsection (2) he must give that person written notice of his decision.

(3A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4A) The power conferred by this section may be exercised in relation to a person who has at any time been an authorised person or a person described in subsection (1A)(c) , (d) or (e) but only in relation to—

(a) business carried on at any time when the person was an authorised person or a person described in subsection (1A)(c) , (d) or (e), or

(b) the ownership or control of the person at such a time.

(4B) The power conferred by this section may be exercised in relation to a person who has at any time been an appointed representative but only in relation to business carried on at any time when the person was an appointed representative.

(5) “Business” includes any part of a business even if it does not consist of carrying on regulated activities.

(5A) “Investigating authority” means—

(a) in relation to a recognised investment exchange, the Secretary of State or the FCA;

(b) in relation to an authorised person or former authorised person, the FCA or the PRA;

(d) in relation to a person who is, or has at any time been, a person described in subsection (1A)(c) , (d) or (e) who is not an authorised person, the FCA.

(6) References in subsection (1) to a recognised investment exchange do not include references to an overseas investment exchange (as defined by section 313(1)).

Appointment of persons to carry out investigations in particular cases.

168

(1) Subsection (3) applies if it appears to an investigating authority that there are circumstances suggesting that—

(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) a person may be guilty of an offence under section 122F, 177, 191F, 346 or 398(1) ....

(2) Subsection (3) also applies if it appears to an investigating authority that there are circumstances suggesting that—

(a) an offence under section 24(1) ... or under Part 7 of the Financial Services Act 2012 or under Part V of the Criminal Justice Act 1993 may have been committed;

(b) there may have been a breach of the general prohibition;

(ba) an authorised person may have contravened section 20 in relation to a credit-related regulated activity;

(d) a person has contravened Article 14 (prohibition of insider dealing and of unlawful disclosure of inside information) or Article 15 (prohibition of market manipulation) of the market abuse regulation.

(3) The investigating authority may appoint one or more competent persons to conduct an investigation on its behalf.

(4) Subsection (5) applies if it appears to an investigating authority that there are circumstances suggesting that—

(a) a person may have contravened section 20;

(b) a person may be guilty of an offence under prescribed regulations relating to money laundering;

(ba) a person may be guilty of an offence under Schedule 7 to the Counter-Terrorism Act 2008 (terrorist financing or money laundering);

(ca) a recognised investment exchange may have contravened the recognition requirements (within the meaning of Part 18) or a rule made by the FCA under section 300H;

(d) an individual may not be a fit and proper person to perform functions in relation to a regulated activity carried on by an authorised or exempt person;

(e) an individual may have performed or agreed to perform a function in breach of a prohibition order;

(f) a person may have failed to comply with section 56(6);

(g) an authorised person may have failed to comply with section 59(1) or (2);

(h) a person in relation to whom a regulator has given its approval under section 59 may not be a fit and proper person to perform the function to which that approval relates; . . .

(ha) a person may have performed a controlled function without approval for the purposes of section 63A;

(i) a person may be guilty of misconduct for the purposes of section 66 ; ...

(iza) a person has effected, or has purported to effect, a unilateral change under subsection (1) of section 117B (unilateral changes by providers of pension schemes), but any of the provisions mentioned in subsection (3) of that section may have been contravened in relation to it;

(ia) a person may have failed to comply with section 143R;

(ib) an individual may have performed or agreed to perform a function in breach of a Part 9C prohibition order;

(ic) a person may have failed to comply with section 143S(6);

(id) a person may have contravened any provision made by or under the Securitisation Regulations 2024;

(j) a person may have contravened any provision made by or under this Act for the purpose of implementing the markets in financial instruments directive ...

(ja) a person may have contravened—

(i) any provision made by or under this Act for the purpose of implementing the alternative investment fund managers directive; ...

(ii) any provision made by the Alternative Investment Fund Managers Regulations 2013; ...

(iii) any provision made by or under this Act for the purpose of implementing the UCITS Directive; or

(iv) any provision made by the Undertakings for Collective Investment in Transferable Securities Regulations 2011; ....

(jb) a person may have contravened—

(i) any provision made by or under this Act for the purposes of the market abuse regulation; or

(ii) a requirement imposed on that person under sections 122A to 122C, 122G to 122I, 123A or 123B;

(jc) a person may have been knowingly concerned in the contravention of—

(i) a provision of the market abuse regulation other than Article 14 (prohibition of insider dealing) or 15 (prohibition of market manipulation) of that regulation; or

(ii) any assimilated direct legislation originally made under the market abuse regulation or any subordinate legislation (within the meaning of the Interpretation Act 1978) made on or after IP completion day under the market abuse regulation; or

(k) a person may have contravened a qualifying provision that is specified, or of a description specified, for the purposes of this subsection by the Treasury by order.

(4A) Subsection (5) applies if it appears to the investigating authority that there are circumstances suggesting that—

(a) an individual may not be a fit and proper person to perform functions in relation to an activity carried on by a relevant recognised body;

(b) an individual may have performed, or agreed to perform, a function in breach of a Part 18 prohibition order;

(d) a relevant recognised body may have failed to comply with section 309G(1);

(e) a person in relation to whom the FCA has given approval under section 309G may not be a fit and proper person to perform the function to which that approval relates;

(f) a person may have performed a designated senior management function without approval under section 309G (see section 309U(3));

(g) a person may be guilty of misconduct for the purposes of section 309Z2.

(4B) Subsection (5) also applies if it appears to the investigating authority that there are circumstances suggesting that a person may have contravened a relevant Part 5A requirement.

(5) The investigating authority may appoint one or more competent persons to conduct an investigation on its behalf.

(6) Investigating authority” means—

(a) in subsections (1) to (3), the FCA, the PRA or the Secretary of State;

(b) in subsections (4) and (5), the FCA or the PRA.

(7) “Relevant recognised body” has the same meaning as in Chapter 2A of Part 18 (see section 309A).

Assistance to overseas regulators

Investigations etc. in support of overseas regulator.

169

(1) At the request of an overseas regulator, a regulator may—

(a) exercise the power conferred by section 165; or

(b) appoint one or more competent persons to investigate any matter.

(2) An investigator has the same powers as an investigator appointed under section 168(3) (as a result of subsection (1) of that section).

(2A) But where the investigator is—

(a) appointed by the FCA, and

(b) the appointment is in response to a request to the FCA to investigate a possible contravention by a person of Article 14 (prohibition of insider dealing and of unlawful disclosure of inside information) or Article 15 (prohibition of market manipulation) of the market abuse regulation,

the investigator has the same powers as an investigator appointed under section 168(3) (as a result of subsection (2) of that section).

(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) In deciding whether or not to exercise its investigative power, the regulator may take into account in particular—

(a) whether in the country or territory of the overseas regulator concerned, corresponding assistance would be given to a United Kingdom regulatory authority;

(b) whether the case concerns the breach of a law, or other requirement, which has no close parallel in the United Kingdom or involves the assertion of a jurisdiction not recognised by the United Kingdom;

(d) whether it is otherwise appropriate in the public interest to give the assistance sought.

(5) The regulator may decide that it will not exercise its investigative power unless the overseas regulator undertakes to make such contribution towards the cost of its exercise as the regulator considers appropriate.

(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(7) If a regulator has appointed an investigator in response to a request from an overseas regulator, it may direct the investigator to permit a representative of that regulator to attend, and take part in, any interview conducted for the purposes of the investigation.

(8) A direction under subsection (7) is not to be given unless the regulator is satisfied that any information obtained by an overseas regulator as a result of the interview will be subject to safeguards equivalent to those contained in Part XXIII.

(9) Each regulator must prepare a statement of its policy with respect to the conduct of interviews in relation to which a direction under subsection (7) has been given.

(10) The statement requires the approval of the Treasury.

(11) If the Treasury approve the statement, the regulator must publish it.

(12) No direction may be given under subsection (7) before the statement has been published.

(13) “Overseas regulator” has the same meaning as in section 195.

(14) “Investigative power” means one of the powers mentioned in subsection (1).

(15) “Investigator” means a person appointed under subsection (1)(b).

Support of overseas regulator with respect to financial stability

169A

(1) At the request of an overseas regulator, the PRA may exercise a corresponding section 165A power.

(2) An “overseas regulator” means an authority in a country or territory outside the United Kingdom which exercises functions with respect to the stability of the financial system operating in that country or territory.

(3) A “corresponding section 165A power” means a power corresponding to the one conferred by section 165A, but reading references in that section to the stability of the UK financial system as references to the stability of the financial system operating in the country or territory of the overseas regulator.

(4) The following provisions apply in relation to the exercise of the corresponding section 165A power—

(a) section 165B(1) to (5); and

(b) section 169(4)(a) and (d) and (5).

(5) In this section “the financial system” includes—

(a) financial markets and exchanges;

(b) activities that would be regulated activities if carried on in the United Kingdom; and

Conduct of investigations

Investigations: general.

170

(1) This section applies if an investigating authority appoints one or more competent persons (“investigators”) under section 167 or 168(3) or (5) to conduct an investigation on its behalf.

(2) The investigating authority must give written notice of the appointment of an investigator to the person who is the subject of the investigation (“the person under investigation”).

(3) Subsections (2) and (9) do not apply if —

(a) the investigator is appointed as a result of section 168(1) , (4) or (4B) and the investigating authority believes that the notice required by subsection (2) or (9) would be likely to result in the investigation being frustrated; or

(b) the investigator is appointed as a result of subsection (2) of section 168.

(4) A notice under subsection (2) must—

(a) specify the provisions under which, and as a result of which, the investigator was appointed; and

(b) state the reason for his appointment.

(5) Nothing prevents the investigating authority from appointing a person who is a member of its staff as an investigator.

(6) An investigator must make a report of his investigation to the investigating authority.

(7) The investigating authority may, by a direction to an investigator, control—

(a) the scope of the investigation;

(b) the period during which the investigation is to be conducted;

(d) the reporting of the investigation.

(8) A direction may, in particular—

(a) confine the investigation to particular matters;

(b) extend the investigation to additional matters;

(c) require the investigator to discontinue the investigation or to take only such steps as are specified in the direction;

(d) require the investigator to make such interim reports as are so specified.

(9) If there is a change in the scope or conduct of the investigation and, in the opinion of the investigating authority, the person subject to investigation is likely to be significantly prejudiced by not being made aware of it, that person must be given written notice of the change.

(10) “Investigating authority”, in relation to an investigator, means—

(a) the FCA, if the FCA appointed the investigator;

(aa) the PRA, if the PRA appointed the investigator;

(b) the Secretary of State, if the Secretary of State appointed the investigator.

Powers of persons appointed under section 167.

171

(1) An investigator may require a person to whom subsection (1A) applies—

(a) to attend before the investigator at a specified time and place and answer questions; or

(b) otherwise to provide such information as the investigator may require.

(1A) This subsection applies to the following persons—

(a) the person who is the subject of the investigation (“the person under investigation”);

(b) any person connected with the person under investigation;

(c) where the person under investigation is an FCA investment firm, a person who provides, or has provided, a service to the firm or to a relevant parent undertaking of the firm;

(d) where the person under investigation is a relevant parent undertaking of an FCA investment firm, a person who provides, or has provided, a service to the parent undertaking or to the firm.

(2) An investigator may also require any person to produce at a specified time and place any specified documents or documents of a specified description.

(3) A requirement under subsection (1) or (2) may be imposed only so far as the investigator concerned reasonably considers the question, provision of information or production of the document to be relevant to the purposes of the investigation.

(3A) Where the investigation relates to a recognised investment exchange, an investigator has the additional powers conferred by sections 172 and 173 (and for this purpose references in those sections to an investigator are to be read accordingly).

(4) For the purposes of this section and section 172, a person is connected with the person under investigation (“A”) if he is or has at any relevant time been—

(a) a member of A’s group;

(b) a controller of A;

(d) in relation to A, a person mentioned in Part I or II of Schedule 15.

(5) “Investigator” means a person conducting an investigation under section 167.

(6) “Specified” means specified in a notice in writing.

(7) The reference in subsection (3A) to a recognised investment exchange does not include a reference to an overseas investment exchange (as defined by section 313(1)).

Additional power of persons appointed as a result of section 168(1) , (4) or (4B).

172

(1) An investigator has the powers conferred by section 171.

(2) An investigator may also require a person who is neither the subject of the investigation (“the person under investigation”) nor a person connected with the person under investigation—

(a) to attend before the investigator at a specified time and place and answer questions; or

(b) otherwise to provide such information as the investigator may require for the purposes of the investigation.

(3) A requirement may only be imposed under subsection (2) if the investigator is satisfied that the requirement is necessary or expedient for the purposes of the investigation.

(4) “Investigator” means a person appointed as a result of subsection (1) , (4) or (4B) of section 168.

(5) “Specified” means specified in a notice in writing.

Powers of persons appointed as a result of section 168(2).

173

(1) Subsections (2) to (4) apply if an investigator considers that any person (“A”) is or may be able to give information which is or may be relevant to the investigation.

(2) The investigator may require A—

(a) to attend before him at a specified time and place and answer questions; or

(b) otherwise to provide such information as he may require for the purposes of the investigation.

(3) The investigator may also require A to produce at a specified time and place any specified documents or documents of a specified description which appear to the investigator to relate to any matter relevant to the investigation.

(4) The investigator may also otherwise require A to give him all assistance in connection with the investigation which A is reasonably able to give.

(5) “Investigator” means a person appointed under subsection (3) of section 168 (as a result of subsection (2) of that section).

Admissibility of statements made to investigators.

174

(1) A statement made to an investigator by a person in compliance with an information requirement is admissible in evidence in any proceedings, so long as it also complies with any requirements governing the admissibility of evidence in the circumstances in question.

(2) But in criminal proceedings in which that person is charged with an offence to which this subsection applies or in proceedings in relation to action to be taken against that person under section 123 to which this subsection applies—

(a) no evidence relating to the statement may be adduced, and

(b) no question relating to it may be asked,

by or on behalf of the prosecution or (as the case may be) a regulator, unless evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that person.

(3) Subsection (2) applies to any offence other than one—

(a) under section 177(4) or 398;

(b) under section 5 of the Perjury Act 1911 (false statements made otherwise than on oath);

(c) under section 44(2) of the Criminal Law (Consolidation)(Scotland) Act 1995 (false statements made otherwise than on oath); or

(d) under Article 10 of the Perjury (Northern Ireland) Order 1979.

(3A) Subsection (2) applies to proceedings in relation to action to be taken under section 123(2) or (3) against a person who may have contravened Article 14 (prohibition of insider dealing and of unlawful disclosure of inside information) or Article 15 (prohibition of market manipulation) of the market abuse regulation.

(4) “Investigator” means a person appointed under section 167 or 168(3) or (5) , or a person appointed under section 169 who has the powers conferred by virtue of subsection (2A) of that section.

(5) “Information requirement” means a requirement imposed by an investigator under section 171, 172, 173 or 175.

Information and documents: supplemental provisions.

175

(1) If either regulator or an investigator has power under this Part to require a person to produce a document but it appears that the document is in the possession of a third person, that power may be exercised in relation to the third person.

(2) If a document is produced in response to a requirement imposed under this Part, the person to whom it is produced may—

(a) take copies or extracts from the document; or

(b) require the person producing the document, or any relevant person, to provide an explanation of the document.

(2A) A document so produced may be retained for so long as the person to whom it is produced considers that it is necessary to retain it (rather than copies of it) for the purposes for which the document was requested.

(2B) If the person to whom a document is so produced has reasonable grounds for believing—

(a) that the document may have to be produced for the purposes of any legal proceedings, and

(b) that it might otherwise be unavailable for those purposes,

it may be retained until the proceedings are concluded.

(3) If a person who is required under this Part to produce a document fails to do so, the regulator or an investigator may require him to state, to the best of his knowledge and belief, where the document is.

(4) A lawyer may be required under this Part to furnish the name and address of his client.

(5) No person may be required under this Part to disclose information or produce a document in respect of which he owes an obligation of confidence by virtue of carrying on the business of banking unless—

(a) he is the person under investigation or a member of that person’s group;

(b) the person to whom the obligation of confidence is owed is the person under investigation or a member of that person’s group;

(d) the imposing on him of a requirement with respect to such information or document has been specifically authorised by the investigating authority.

(5A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6) If a person claims a lien on a document, its production under this Part does not affect the lien.

(7) “Relevant person”, in relation to a person who is required to produce a document, means a person who—

(a) has been or is or is proposed to be a director or controller of that person;

(b) has been or is an auditor of that person;

(d) has been or is an employee of that person.

(8) “Investigator” means a person appointed under section 167 or 168(3) or (5).

Entry of premises under warrant.

176

(1) A justice of the peace may issue a warrant under this section if satisfied on information on oath given by or on behalf of the Secretary of State, either regulator or an investigator that there are reasonable grounds for believing that the first, second or third set of conditions is satisfied.

(2) The first set of conditions is—

(a) that a person on whom an information requirement has been imposed has failed (wholly or in part) to comply with it; and

(b) that on the premises specified in the warrant—

(i) there are documents which have been required; or

(ii) there is information which has been required.

(3) The second set of conditions is—

(a) that the premises specified in the warrant are premises of a person to whom subsection (3A) applies;

(b) that there are on the premises documents or information in relation to which an information requirement could be imposed; and

(i) it would not be complied with; or

(ii) the documents or information to which it related would be removed, tampered with or destroyed.

(3A) This subsection applies to the following persons—

(a) an authorised person;

(b) an appointed representative;

(d) a person who provides a service to an FCA investment firm or to a relevant parent undertaking of such a firm.

(e) a person who is or has been subject to a relevant Part 5A requirement.

(4) The third set of conditions is—

(a) that an offence mentioned in section 168 for which the maximum sentence on conviction on indictment is two years or more has been (or is being) committed by any person;

(b) that there are on the premises specified in the warrant documents or information relevant to whether that offence has been (or is being) committed;

(d) that if such a requirement were to be imposed—

(i) it would not be complied with; or

(ii) the documents or information to which it related would be removed, tampered with or destroyed.

(5) A warrant under this section shall authorise a constable—

(a) to enter the premises specified in the warrant;

(b) to search the premises and take possession of any documents or information appearing to be documents or information of a kind in respect of which a warrant under this section was issued (“the relevant kind”) or to take, in relation to any such documents or information, any other steps which may appear to be necessary for preserving them or preventing interference with them;

(d) to require any person on the premises to provide an explanation of any document or information appearing to be of the relevant kind or to state where it may be found; and

(e) to use such force as may be reasonably necessary.

(5A) A warrant under this section may be executed by any constable.

(5B) The warrant may authorise persons to accompany any constable who is executing it.

(5C) The powers in subsection (5) may be exercised by a person authorised by the warrant to accompany a constable; but that person may exercise those powers only in the company of, and under the supervision of, a constable.

(6) In England and Wales, sections 15(5) to (8) and section 16(3) to (12) of the Police and Criminal Evidence Act 1984 (execution of search warrants and safeguards) apply to warrants issued under this section.

(7) In Northern Ireland, Articles 17(5) to (8) and 18(3) to (12) of the Police and Criminal Evidence (Northern Ireland) Order 1989 apply to warrants issued under this section.

(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(9) In the application of this section to Scotland—

(a) for the references to a justice of the peace substitute references to a justice of the peace or a sheriff; and

(b) for the references to information on oath substitute references to evidence on oath.

(10) “Investigator” means a person appointed under section 167 or 168(3) or (5).

(11) “Information requirement” means a requirement imposed—

(a) by a regulator under section ... 165 , 165A, 169A or 175; ...

(aa) by the FCA under regulation 26, 28 or 33 of the Public Offers and Admissions to Trading Regulations 2024; or

(ab) by the FCA by virtue of regulation 21 of the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026; or

(b) by an investigator under section 171, 172, 173 or 175.

Retention of documents taken under section 176

176A

(1) Any document of which possession is taken under section 176 (“a seized document”) may be retained so long as it is necessary to retain it (rather than copies of it) in the circumstances.

(2) A person claiming to be the owner of a seized document may apply to a magistrates' court or (in Scotland) the sheriff for an order for the delivery of the document to the person appearing to the court or sheriff to be the owner.

(3) If on an application under subsection (2) the court or (in Scotland) the sheriff cannot ascertain who is the owner of the seized document the court or sheriff (as the case may be) may make such order as the court or sheriff thinks fit.

(4) An order under subsection (2) or (3) does not affect the right of any person to take legal proceedings against any person in possession of a seized document for the recovery of the document.

(5) Any right to bring proceedings (as described in subsection (4)) may only be exercised within 6 months of the date of the order made under subsection (2) or (3).

Offences

Offences.

177

(1) If a person other than the investigator (“the defaulter”) fails to comply with a requirement imposed on him under this Part the person imposing the requirement may certify that fact in writing to the court.

(2) If the court is satisfied that the defaulter failed without reasonable excuse to comply with the requirement, it may deal with the defaulter (and in the case of a body corporate, any director or other officer) as if he were in contempt ; and “officer”, in relation to a limited liability partnership, means a member of the limited liability partnership..

(3) A person who knows or suspects that an investigation is being or is likely to be conducted under this Part is guilty of an offence if—

(a) he falsifies, conceals, destroys or otherwise disposes of a document which he knows or suspects is or would be relevant to such an investigation, or

(b) he causes or permits the falsification, concealment, destruction or disposal of such a document,

unless he shows that he had no intention of concealing facts disclosed by the documents from the investigator.

(4) A person who, in purported compliance with a requirement imposed on him under this Part—

(a) provides information which he knows to be false or misleading in a material particular, or

(b) recklessly provides information which is false or misleading in a material particular,

is guilty of an offence.

(5) A person guilty of an offence under subsection (3) or (4) is liable—

(a) on summary conviction, to imprisonment for a term not exceeding six months or a fine not exceeding the statutory maximum, or both;

(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine, or both.

(6) Any person who intentionally obstructs the exercise of any rights conferred by a warrant under section 176 is guilty of an offence and liable on summary conviction to imprisonment for a term not exceeding three months or a fine not exceeding level 5 on the standard scale, or both.

(7) In this section—

“court” means—the High Court;in Scotland, the Court of Session;

“investigator appointed by the FCA” means an investigator appointed by the FCA under section 167, 168 or 169;

“officer of the FCA” means an officer authorised by the FCA for the purposes of section 165(3).

Interpretation

Interpretation of Part 11

177A

In this Part—

“FCA investment firm” has the meaning given in section 143A;

“relevant parent undertaking”, in relation to an FCA investment firm, means an authorised parent undertaking or a non-authorised parent undertaking (as defined in section 143B).

Part XII — Control Over Authorised Persons

Notices of acquisitions of control over UK authorised persons

Obligation to notify the appropriate regulator: acquisitions of control

178

(1) A person who decides to acquire or increase control over a UK authorised person must give the appropriate regulator notice in writing before making the acquisition.

(2) For the purposes of calculations relating to this section, the holding of shares or voting power by a person (“A1”) includes any shares or voting power held by another (“A2”) if A1 and A2 are acting in concert.

(2ZA) This section does not apply if the only regulated activity for which the UK authorised person has a Part 4A permission is the regulated activity specified in article 63S of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (administering a benchmark).

(2A) In this Part, “the appropriate regulator” means—

(a) where the UK authorised person is a PRA-authorised person, the PRA;

(b) in any other case, the FCA.

(3) In this Part, a notice given under this section is a “section 178 notice” and a person giving notice is a “section 178 notice-giver”.

Requirements for section 178 notices

179

(1) A section 178 notice must be in such form, include such information and be accompanied by such documents as the appropriate regulator may reasonably require.

(2) Each regulator must publish a list of its requirements as to the form, information and accompanying documents for a section 178 notice.

(3) The appropriate regulator may impose different requirements for different cases and may vary or waive requirements in particular cases.

Acknowledgment of receipt

180

(1) The appropriate regulator must acknowledge receipt of a completed section 178 notice in writing before the end of the second working day following receipt.

(2) If the appropriate regulator receives an incomplete section 178 notice it must inform the section 178 notice-giver as soon as reasonably practicable.

Acquiring control and other changes of holding

Acquiring control

181

(1) For the purposes of this Part, a person (“A”) acquires control over a UK authorised person (“B”) if any of the cases in subsection (2) begin to apply.

(2) The cases are where A holds—

(a) 10% or more of the shares in B or in a parent undertaking of B (“P”);

(b) 10% or more of the voting power in B or P; or

(c) shares or voting power in B or P as a result of which A is able to exercise significant influence over the management of B.

Increasing control

182

(1) For the purposes of this Part, a person (“A”) increases control over a UK authorised person (“B”) whenever—

(a) the percentage of shares which A holds in B or in a parent undertaking of B (“P”) increases by any of the steps mentioned in subsection (2);

(b) the percentage of voting power A holds in B or P increases by any of the steps mentioned in subsection (2); or

(2) The steps are—

(a) from less than 20% to 20% or more;

(b) from less than 30% to 30% or more;

Reducing or ceasing to have control

183

(1) For the purposes of this Part, a person (“A”) reduces control over a UK authorised person (“B”) whenever—

(a) the percentage of shares which A holds in B or in a parent undertaking of B (“P”) decreases by any of the steps mentioned in subsection (2);

(b) the percentage of voting power which A holds in B or P decreases by any of the steps mentioned in subsection (2); or

(2) The steps are—

(a) from 50% or more to less than 50%;

(b) from 30% or more to less than 30%;

(3) For the purposes of this Part, a person (“A”) ceases to have control over a UK authorised person (“B”) if A ceases to be in the position of holding—

(a) 10% or more of the shares in B or in a parent undertaking of B (“P”);

(b) 10% or more of the voting power in B or P; or

(c) shares or voting power in B or P as a result of which A is able to exercise significant influence over the management of B.

Disregarded holdings

184

(1) For the purposes of sections 181 to 183, shares and voting power that a person holds in a UK authorised person (“B”) or in a parent undertaking of B (“P”) are disregarded in the following circumstances.

(2) Shares held only for the purposes of clearing and settling within a short settlement cycle are disregarded.

(3) Shares held by a custodian or its nominee in a custodian capacity are disregarded, provided that the custodian or nominee is only able to exercise voting power represented by the shares in accordance with instructions given in writing.

(4) Shares representing no more than 5% of the total voting power in B or P held by an investment firm are disregarded, provided that it—

(a) holds the shares in the capacity of a market maker (as defined in article 2.1.6 of the markets in financial instruments regulation);

(b) has a Part 4A permission to carry on one or more investment services and activities;

(c) neither intervenes in the management of B or P nor exerts any influence on B or P to buy the shares or back the share price.

(5) Shares held by a qualifying credit institution or investment firm in its trading book are disregarded, provided that—

(a) the shares represent no more than 5% of the total voting power in B or P; and

(b) ... the voting power is not used to intervene in the management of B or P.

(6) Shares held by a qualifying credit institution or an investment firm are disregarded, provided that—

(a) the shares are held as a result of performing the investment services and activities of—

(i) underwriting a share issue; or

(ii) placing shares on a firm commitment basis ...; and

(b) the qualifying credit institution or investment firm—

(i) does not exercise voting power represented by the shares or otherwise intervene in the management of the issuer; and

(ii) retains the holding for a period of less than one year.

(7) Where a management company (as defined in section 237(2)) and its parent undertaking both hold shares or voting power, each may disregard holdings of the other, provided that each exercises its voting power independently of the other.

(8) But subsection (7) does not apply if the management company—

(a) manages holdings for its parent undertaking or a controlled undertaking of the parent undertaking;

(b) has no discretion as to the exercise of the voting power attached to such holdings; and

(i) the parent undertaking; or

(ii) a controlled undertaking of the parent undertaking.

(9) Where an investment firm and its parent undertaking both hold shares or voting power, the parent undertaking may disregard holdings managed by the investment firm on a client by client basis and the investment firm may disregard holdings of the parent undertaking, provided that the investment firm—

(a) has permission to provide portfolio management;

(b) exercises its voting power independently from the parent undertaking; and

(c) may only exercise the voting power under instructions given in writing, or has appropriate mechanisms in place for ensuring that individual portfolio management services are conducted independently of any other services.

(9A) Shares acquired for stabilisation purposes in accordance with the market abuse regulation and the Commission Delegated Regulation (EU) No. 1052/2016 of 8 March 2016 supplementing Regulation (EU) No. 596/2014 of the European Parliament and the Council with regard to the regulatory technical standards for conditions applicable to buy-back programmes and stabilisation measures are disregarded, provided that the voting power attached to those shares is not exercised or otherwise used to intervene in the management of B or P.

(10) For the purposes of this section, an undertaking is a controlled undertaking of the parent undertaking if it is controlled by the parent undertaking; and for this purpose the question of whether one undertaking controls another is to be determined in accordance with section 89J(4) and (5).

Assessment procedure

Assessment: general

185

(1) Where the appropriate regulator receives a section 178 notice, it must—

(a) determine whether to approve the acquisition to which it relates unconditionally; or

(b) propose to—

(i) approve the acquisition subject to conditions (see section 187); or

(ii) object to the acquisition.

(2) The appropriate regulator must—

(a) consider the suitability of the section 178 notice-giver and the financial soundness of the acquisition in order to ensure the sound and prudent management of the UK authorised person;

(b) have regard to the likely influence that the section 178 notice-giver will have on the UK authorised person; and

(3) The appropriate regulator may only object to an acquisition—

(a) if there are reasonable grounds for doing so on the basis of the matters set out in section 186; or

(b) if the information provided by the section 178 notice-giver is incomplete.

Assessment criteria

186

The matters specified in section 185(3)(a) are—

(a) the reputation of the section 178 notice-giver;

(b) the reputation , knowledge, skills and experience of any person who will direct the business of the UK authorised person as a result of the proposed acquisition;

(c) the financial soundness of the section 178 notice-giver, in particular in relation to the type of business that the UK authorised person pursues or envisages pursuing;

(d) whether the UK authorised person will be able to comply with its prudential requirements (including the threshold conditions in relation to all of the regulated activities for which it has or will have permission);

(e) if the UK authorised person is to become part of a group as a result of the acquisition, whether that group has a structure which makes it possible to—

(i) exercise effective supervision;

(ii) exchange information among regulators; and

(iii) determine the allocation of responsibility among regulators; and

(f) whether there are reasonable grounds to suspect that in connection with the proposed acquisition—

(i) money laundering or terrorist financing (as defined in regulation 3(1) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017) is being or has been committed or attempted; or

(ii) the risk of such activity could increase.

Approval with conditions

187

(1) The appropriate regulator may impose conditions on its approval of an acquisition.

(2) The appropriate regulator may only impose conditions where—

(a) if it did not impose those conditions, it would propose to object to the acquisition, ...

(aa) it appears to that regulator that it is desirable to impose those conditions in order to advance any of that regulator’s objectives (subject to section 185(2)(c)), or

(b) it is required to do so by a direction under section 187A(3)(b) or section 187B(3).

(3) The appropriate regulator may not impose conditions requiring a particular level of holding to be acquired.

(4) The appropriate regulator may vary or cancel the conditions.

Assessment: consultation by PRA with FCA

187A

(1) The PRA must consult the FCA before acting under section 185.

(2) The FCA may make representations to the PRA in relation to any of the matters set out in sections 185(2) and 186.

(3) If the FCA considers that on the basis of the matters set out in section 186(f) there are reasonable grounds to object to the acquisition, the FCA may—

(a) direct the PRA to object to the acquisition, or

(b) direct the PRA not to approve the acquisition unless it does so subject to conditions specified in the direction (with or without other conditions).

(4) Before giving a direction under subsection (3), the FCA must notify the PRA of its proposal to do so.

(5) In order to comply with the obligation under subsection (1), the PRA must provide the FCA with—

(a) copies of—

(i) the section 178 notice, and

(ii) any document included with that notice,

(b) any further information provided pursuant to section 190, and

(i) in the opinion of the PRA, is relevant to the application, or

(ii) is reasonably requested by the FCA.

(5A) Where the PRA notifies the FCA that it is required by section 189(1ZB) to act in a timely manner, the FCA may take action under subsection (2), (3) or (4) after the time it receives that notification only if that action is taken as soon as reasonably practicable after that time.

(6) If the PRA acts under section 185(1)(b), it must indicate to the section 178 notice-giver any representations or directions received from the FCA.

(7) Directions given by the FCA under this section are subject to any directions given to the FCA under section 3I or 3J.

Assessment: consultation by FCA with PRA

187B

(1) The FCA must consult the PRA before acting under section 185 if—

(a) the UK authorised person to which the section 178 notice relates has as a member of its immediate group a PRA-authorised person, or

(b) the section 178 notice-giver is a PRA-authorised person.

(2) The PRA may make representations to the FCA in relation to any of the matters set out in sections 185(2) and 186.

(3) If the PRA considers that on the basis of relevant matters there are reasonable grounds to object to the acquisition, the PRA may direct the FCA not to approve the acquisition unless it does so subject to conditions specified in the direction (with or without other conditions).

(4) In subsection (3) “relevant matters”—

(a) means the matters in paragraphs (d) and (e)(i) of section 186, and

(b) in a case falling within subsection (1)(b) of this section, also includes the matter in paragraph (c) of section 186.

(5) In order to comply with the obligation under subsection (1), the FCA must provide the PRA with—

(a) copies of—

(i) the section 178 notice, and

(ii) any document included with that notice,

(b) any further information provided pursuant to section 190, and

(i) in the opinion of the FCA, is relevant to the application, or

(ii) is reasonably requested by the PRA.

(6) If the FCA acts under section 185(1)(b), it must indicate to the section 178 notice-giver any representations or directions received from the PRA.

Variation etc of conditions

187C

(1) Where the PRA has imposed conditions required by a direction given by the FCA under section 187A(3)—

(a) the FCA may direct the PRA to exercise its power under section 187(4) to vary or cancel any of those conditions;

(b) the PRA must consult the FCA before it exercises that power in relation to those conditions otherwise than in accordance with a direction under paragraph (a).

(2) Where the FCA has imposed conditions required by a direction given by the PRA under section 187B(3)—

(a) the PRA may direct the FCA to exercise its power under section 187(4) to vary or cancel any of those conditions;

(b) the FCA must consult the PRA before it exercises that power in relation to those conditions otherwise than in accordance with a direction under paragraph (a).

Assessment: consultation with EC competent authorities

188

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

Assessment: Procedure

189

(1) The appropriate regulator must act under section 185 within a period of 60 working days beginning with the day on which the appropriate regulator acknowledges receipt of the section 178 notice (“the assessment period”).

(1A) Where the appropriate regulator is the FCA and the section 178 notice relates to an acquisition or increase of control over a qualifying credit institution, investment firm or banking group company, the Bank of England, acting in the exercise of its functions under sections 6A to 6C of the Banking Act 2009 or under the special resolution regime under Part 1 of that Act, may direct the appropriate regulator to act under this Part in a timely manner, and to shorten the assessment period so far as reasonably practicable.

(1ZB) Where the appropriate regulator is the PRA and—

(a) the section 178 notice relates to an acquisition or increase of control over a qualifying credit institution, investment firm or banking group company, and

(b) the qualifying credit institution, investment firm or banking group company is one in relation to which the Bank of England is exercising its functions under sections 6A to 6C of the Banking Act 2009 or the special resolution regime under Part 1 of that Act,

the PRA must act under this Part in a timely manner, and shorten the assessment period so far as reasonably practicable.

(1B) In subsections (1A) and (1ZB) —

“banking group company” has the meaning given in section 81D of the Banking Act 2009.

(2) The assessment period may be interrupted, no more than once, in accordance with section 190.

(3) The appropriate regulator must inform the section 178 notice-giver in writing of—

(a) the duration of the assessment period;

(b) its expiry date; and

(4) The appropriate regulator must, within two working days of acting under section 185 (and in any event no later than the expiry date of the assessment period)—

(a) notify the section 178 notice-giver that it has determined to approve the acquisition unconditionally; or

(b) give a warning notice stating that it proposes to—

(i) approve the acquisition subject to conditions; or

(ii) object to the acquisition.

(5) Where the appropriate regulator gives a warning notice stating that it proposes to approve the acquisition subject to conditions—

(a) it must, in the warning notice, specify those conditions; and

(b) the conditions take effect as interim conditions.

(6) Unless section 190A applies the appropriate regulator is treated as having approved the acquisition if, at the expiry of the assessment period, it has neither—

(a) given notice under subsection (4); nor

(b) informed the section 178 notice-giver that the section 178 notice is incomplete.

(7) If the appropriate regulator decides to approve an acquisition subject to conditions or to object to an acquisition it must give the section 178 notice-giver a decision notice.

(8) Following receipt of a decision notice under this section, the section 178 notice-giver may refer the appropriate regulator's decision to the Tribunal.

Requests for further information

190

(1) The appropriate regulator may, no later than the 50th working day of the assessment period, in writing ask the section 178 notice-giver to provide any further information necessary to complete its assessment.

(1A) But where a direction has been given by the Bank of England under section 189(1A) or section 189(1ZB) applies, the appropriate regulator must, as soon as reasonably practicable, ask the section 178 notice-giver to provide any further information necessary to complete its assessment.

(2) On the first occasion that the appropriate regulator asks for further information, the assessment period is interrupted from the date of the request until the date the appropriate regulator receives the requested information (“the interruption period”).

(3) But the interruption period may not exceed 20 working days, unless subsection (4) applies.

(4) The interruption period may not exceed 30 working days if the notice-giver—

(a) is situated or regulated outside the United Kingdom or Gibraltar; or

(b) is not subject to supervision under the laws of the United Kingdom (or any part of the United Kingdom) or of Gibraltar relied on immediately before IP completion day to implement—

(i) the UCITS directive;

(ii) the Solvency 2 Directive;

(iii) the markets in financial instruments directive; or

(iv) the capital requirements directive,

including rules made by the appropriate regulator under this Act, in force on IP completion day, and, as amended from to time, in all other cases.

(5) The appropriate regulator may make further requests for information (but a further request does not result in a further interruption of the assessment period).

(6) The appropriate regulator must acknowledge in writing receipt of further information before the end of the second working day following receipt.

Assessment and resolution

190A

(1) This section applies if—

(a) the appropriate regulator receives a section 178 notice in relation to a qualifying credit institution, investment firm or banking group company,

(b) as a result of a direction under section 189(1A) or the application of section 189(1ZB), the appropriate regulator is required to act under this Part in a timely manner in relation to that notice, and

(c) the appropriate regulator does not complete the assessment required by section 185 before a relevant transfer instrument has been made by the Bank of England which transfers shares issued by, or voting power in, that qualifying credit institution, investment firm or banking group company.

(2) The transfer of shares or voting takes effect in accordance with the terms of the relevant transfer instrument, but the right of the person who acquires shares under that instrument (“the acquirer”) to exercise the voting power represented by those shares is suspended.

(3) During the suspension, the voting power represented by the shares in question may be exercised by the Bank (and only by the Bank).

(4) If the appropriate regulator issues a decision notice under section 189(7) objecting to the acquisition, the Bank may direct the acquirer to sell the shares within a period specified by the Bank in the direction (“the sale period”).

(5) In determining the sale period, the Bank must take account of prevailing market conditions.

(6) The suspension provided for in subsection (2) ends—

(a) if the appropriate regulator gives notice under section 189(4)(a) or (b)(i) that it approves the acquisition, on the date of that notice, or

(b) if the Bank gives a direction under subsection (4), on the earlier of the day on which the sale period ends and the day on which the shares are sold.

(7) In this section a “relevant transfer instrument” means an instrument made by the Bank acting in the exercise of its functions under sections 6A to 6C of the Banking Act 2009 or under the special resolution regime under Part 1 of that Act, which transfers, or has the effect of transferring, shares issued by, or voting power in, the qualifying credit institution, investment firm or banking group company.

Duration of approval

191

(1) Approval of an acquisition (whether granted unconditionally or subject to conditions) is effective for such period as the appropriate regulator may specify in writing.

(2) Where the appropriate regulator has specified a period under subsection (1), it may extend the period.

(3) Where the appropriate regulator has not specified a period, the approval is effective for one year beginning with the date—

(a) of the notice given under section 189(4)(a) or (b)(i);

(b) on which the appropriate regulator is treated as having given approval under section 189(6); or

Enforcement procedures

Objection by the appropriate regulator

191A

(1) The appropriate regulator may object to a person's control over a UK authorised person in any of the circumstances specified in subsection (2).

(2) The circumstances are that the appropriate regulator reasonably believes that—

(a) the person acquired or increased control without giving notice under section 178(1) in circumstances where notice was required;

(b) the person is in breach of a condition imposed under section 187; or

(3) The appropriate regulator—

(a) must take into account whether influence exercised by the person is likely to operate to the detriment of the sound and prudent management of the UK authorised person; and

(b) may take into account whether the person has co-operated with any information requests made or requirements imposed by the appropriate regulator.

(4) If the appropriate regulator proposes to object to a person's control over a UK authorised person, it must give that person a warning notice.

(4A) Where the appropriate regulator is the PRA, it must consult the FCA before giving a warning notice under this section.

(4B) Where the appropriate regulator is the FCA, it must consult the PRA before giving a warning 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 warning notice is to be given is a PRA-authorised person.

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6) If the appropriate regulator decides to object to a person's control over a UK authorised person, it must give that person a decision notice.

(7) A person to whom the appropriate regulator gives a decision notice under this section may refer the matter to the Tribunal.

Restriction notices

191B

(1) The appropriate 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 appropriate 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.

(2A) 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 appropriate 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.

(3A) 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 appropriate regulator gives a restriction notice may refer the matter to the Tribunal.

Orders for sale of shares

191C

(1) The court may, on the application of the appropriate regulator, order the sale of shares or the disposition of voting power in the following circumstances.

(2) The circumstances are that—

(a) a person has control over a UK authorised person by virtue of holding the shares or voting power; and

(b) the acquisition or continued holding of the shares or voting power by that person is in contravention of a final notice which confirms a decision notice given under section 189 or section 191A.

(2A) Where the appropriate regulator is the PRA, it must consult the FCA before making an application to the court under this section.

(2B) Where the appropriate regulator is the FCA, it must consult the PRA before making an application to the court 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 holding the shares or voting power is a PRA-authorised person.

(3) Where the court orders the sale of shares or disposition of voting power it may—

(a) if a restriction notice has been given in relation to the shares or voting power, order that the restrictions cease to apply; and

(b) make any further order.

(4) Where the court makes an order under this section, it must take into account the level of holding that the person would have been entitled to acquire, or to continue to hold, without contravening the final notice.

(5) If shares are sold or voting power disposed of in pursuance of an order under this section, any proceeds, less the costs of the sale or disposition, 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 payment of a whole or part of the proceeds.

(6) The jurisdiction conferred by this section may be exercised by the High Court and the Court of Session.

(7) The appropriate regulator must obtain the consent of the Bank of England before making an application under this section in relation to shares if the Bank has the power to direct the sale of those shares under section 190A(4).

(8) The appropriate regulator may not make an application under this section in relation to shares if the Bank of England has given a direction for the sale of those shares under section 190A(4).

Notice of reductions of control of UK authorised persons

Obligation to notify the appropriate regulator: dispositions of control

191D

(1) A person who decides to reduce or cease to have control over a UK authorised person must give the appropriate regulator notice in writing before making the disposition.

(1A) The PRA must give the FCA a copy of any notice it receives under this section.

(1B) The FCA must give the PRA a copy of any notice it receives under this section which—

(a) relates to a UK authorised person who has as a member of its immediate group a PRA-authorised person, or

(b) is given by a PRA-authorised person.

(2) For the purposes of calculations relating to this section, the holding of shares or voting power by a person (“A1”) includes any shares or voting power held by another (“A2”) if A1 and A2 are acting in concert.

Requirements for notices under section 191D

191E

(1) A notice under section 191D must be in such form, include such information and be accompanied by such documents as the appropriate regulator may reasonably require.

(2) Each regulator must publish a list of its requirements as to the form, information and accompanying documents for a notice under section 191D.

(3) The appropriate regulator may impose different requirements for different cases and may vary or waive requirements in particular cases.

Offences

Offences under this Part

191F

(1) A person who fails to comply with an obligation to notify the appropriate regulator under section 178(1) or 191D(1) is guilty of an offence.

(2) A person who gives notice to the appropriate regulator under section 178(1) and makes the acquisition to which the notice relates before the expiry date of the assessment period is guilty of an offence unless the appropriate regulator has approved the acquisition or given a warning notice under section 189(4)(b)(i) or section 190A applies.

(3) A person who contravenes an interim condition in a warning notice given under section 189(4)(b)(i) or a condition in a decision notice given under section 189(7) or a final notice which confirms a decision notice under that section is guilty of an offence.

(4) A person who makes an acquisition in contravention of a warning notice given under section 189(4)(b)(ii) or a decision notice given under section 189(7) or a final notice which confirms a decision notice under that section is guilty of an offence.

(4A) A person who fails to comply with a direction given by the Bank of England under section 190A(4) is guilty of an offence.

(5) A person who makes an acquisition after the appropriate regulator's approval for the acquisition has ceased to be effective by virtue of section 191 is guilty of an offence.

(6) A person who provides information to the appropriate regulator which is false in a material particular is guilty of an offence.

(7) A person who breaches a direction contained in a restriction notice given under section 191B is guilty of an offence.

(8) A person guilty of an offence under subsection (1) to (3) or (5) to (7) is liable—

(a) on summary conviction to a fine not exceeding the statutory maximum; or

(b) on conviction on indictment, to a fine.

(9) A person guilty of an offence under subsection (4) or (4A) is liable—

(a) on summary conviction, to a fine not exceeding the statutory maximum; or

(b) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine, or both.

Interpretation

191G

(1) In this Part—

“acquisition” means the acquisition of control or of an increase in control over a UK authorised person;

“the appropriate regulator” is to be read in accordance with section 178(2A);

“qualifying credit institution” includes a credit institution which is authorised under the law of Gibraltar relied on immediately before IP completion day to implement the capital requirements directive.

“shares” has the same meaning as in section 422;

“UK authorised person” means an authorised person who—is a body incorporated in, or an unincorporated association formed under the law of, any part of the United Kingdom; andis not a person authorised as a result of paragraph 1 of Schedule 5 , or a person treated as having a Part 4A permission to carry on a regulated activity by virtue of regulation 71 of the Collective Investment Schemes (Amendment etc.) (EU Exit) Regulations 2019; and

“voting power” has the same meaning as in section 422.

(2) For the purposes of this Part, a “working day” is a day other than—

(a) a Saturday or a Sunday; or

(b) a day which is a bank holiday in England and Wales under the Banking and Financial Dealings Act 1971.

Miscellaneous

Power to change definitions of control etc.

192

The Treasury may by order—

(a) provide for exemptions from the obligations to notify imposed by sections 178 and 191D;

(b) amend section 181 by varying, or removing, any of the cases in which a person is treated as acquiring control over a UK authorised person or by adding a case;

(c) amend section 182 by varying, or removing, any of the cases in which a person is treated as increasing control over a UK authorised person or by adding a case;

(d) amend section 183 by varying, or removing, any of the cases in which a person is treated as reducing or ceasing to have his control over a UK authorised person or by adding a case;

(e) amend section 422 by varying, or removing, any of the cases in which a person is treated as being a controller of a person or by adding a case.

PART 12A — Powers exercisable in relation to parent undertakings

Introductory

Meaning of “qualifying authorised person”

192A

(1) In this Part “qualifying authorised person” means an authorised person satisfying the following conditions.

(2) Condition A is that the authorised person is a body corporate incorporated in the United Kingdom.

(3) Condition B is that the authorised person is—

(a) a PRA-authorised person, or

(b) an investment firm.

(4) The Treasury may by order—

(a) amend subsection (3) so as to add to or restrict the descriptions of authorised person who can be qualifying authorised persons, or

(b) provide that while the order is in force subsection (3) is not to have effect.

(5) Except as provided by subsection (6), an order under subsection (4) is not to be made unless a draft of the order has been laid before Parliament and approved by a resolution of each House.

(6) An order under subsection (4) may be made without a draft having been laid and approved as mentioned in subsection (5) if the order contains a statement that the Treasury are of the opinion that, by reason of urgency, it is necessary to make the order without a draft being so laid and approved.

(7) An order under subsection (4) made in accordance with subsection (6)—

(a) must be laid before Parliament after being made, and

(b) ceases to have effect at the end of the relevant period unless before the end of that period the order is approved by a resolution of each House of Parliament (but without affecting anything done under the order or the power to make a new order).

(8) The “relevant period” is a period of 28 days beginning with the day on which the order is made.

(9) In calculating the relevant period no account is to be taken of any time during which Parliament is dissolved or prorogued or during which both Houses are adjourned for more than 4 days.

Meaning of “qualifying parent undertaking”

192B

(1) The parent undertaking of a qualifying authorised person or recognised UK investment exchange is for the purposes of this Part a “qualifying parent undertaking” if the following conditions are satisfied in relation to it.

(2) Condition A is that the parent undertaking is a body corporate which—

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