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

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—

(a) is incorporated in the United Kingdom, or

(b) has a place of business in the United Kingdom.

(3) Condition B is that the parent undertaking is not itself an authorised person, a recognised investment exchange , a recognised clearing house or a recognised CSD.

(4) Condition C is that the parent undertaking is a financial institution of a kind prescribed by the Treasury by order.

(5) “Recognised UK investment exchange” means a recognised investment exchange that is not an overseas investment exchange as defined in section 313(1).

(6) The Treasury may by order—

(a) amend subsection (4) by omitting the words “a financial institution”, and

(b) make any amendment of subsection (2) that they consider desirable in connection with an amendment made under paragraph (a).

Power of direction

Power to direct qualifying parent undertaking

192C

(1) The appropriate regulator may give a direction under this section to a qualifying parent undertaking if either the general condition or the consolidated supervision condition is satisfied.

(2) The general condition is that the appropriate regulator considers that it is desirable to give the direction in order to advance—

(a) in the case of the FCA, one or more of its operational objectives;

(b) in the case of the PRA, any of its objectives.

(3) The consolidated supervision condition is that—

(a) the appropriate regulator is the competent authority for the purpose of consolidated supervision that is required, in relation to some or all of the members of the group of a qualifying authorised person, in pursuance of—

(i) any implementing provision contained in subordinate legislation (within the meaning of the Interpretation Act 1978) made otherwise than by any of the following—

(aa) statutory instrument, and

(bb) statutory rule for the purposes of the Statutory Rules (Northern Ireland) Order 1979 (S.I. 1979/1573 (N.I. 12)); ...

(ii) any other implementing provision (as amended from time to time), ...

(iii) Part 9C rules;

(iv) CRR rules; or

(v) rules made under section 192XA, and

(b) the appropriate regulator considers that the giving of the direction is desirable for the purpose of the effective consolidated supervision of the group.

(4) In subsection (3)(a)—

“consolidated supervision” includes supplemental supervision;

“implementing provision” has the same meaning as in section 3M.

(5) In deciding whether to give a direction under this section, a regulator must have regard—

(a) to the desirability where practicable of exercising its powers in relation to authorised persons or recognised investment exchanges rather than its powers under this section, and

(b) to the principle that a burden or restriction which is imposed on a person should be proportionate to the benefits, considered in general terms, which are expected to result from its imposition.

(6) “The appropriate regulator” means—

(a) where a direction relates to a qualifying authorised person or recognised investment exchange who is a PRA-authorised person, the FCA or the PRA;

(b) in any other case, the FCA.

Requirements that may be imposed

192D

(1) A direction under section 192C may require the parent undertaking—

(a) to take specified action, or

(b) to refrain from taking specified action.

(2) A requirement may be imposed by reference to the parent undertaking's relationship with—

(a) its group, or

(b) other members of its group.

(3) A requirement may refer to the past conduct of the parent undertaking (for example, by requiring the parent undertaking to review or take remedial action in respect of past conduct).

(4) A requirement imposed by the direction may be expressed to expire at the end of a specified period, but the imposition of a requirement that expires at the end of a specified period does not affect the power to give a further direction imposing a new requirement.

(5) The direction—

(a) may be revoked by the regulator which gave it by written notice to the body to which it is given, and

(b) ceases to be in force if the body to which it is given ceases to be a qualifying parent undertaking.

Direction: procedure

192E

(1) If a regulator proposes to give a direction under section 192C, or gives such a direction with immediate effect, it must give written notice to—

(a) the parent undertaking to which the direction is given (or to be given) (“P”), and

(b) any authorised person or recognised investment exchange who will, in the opinion of the regulator, be significantly affected by the direction.

(2) In the following provisions of this section “notified person” means a person to whom notice under subsection (1) is given.

(3) A direction under section 192C takes effect—

(a) immediately, if the notice under subsection (1) states that that is the case,

(b) on such other date as may be specified in the notice, or

(4) A direction may be expressed to take effect immediately (or on a specified date) only if the regulator reasonably considers that it is necessary for the direction to take effect immediately (or on that date).

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

(a) give details of the direction,

(b) state the regulator's reasons for the direction and for its determination as to when the direction takes effect,

(c) inform the notified person that the person may make representations to the regulator within such period as may be specified in the notice (whether or not the notified person has referred the matter to the Tribunal), and

(d) inform the notified person of the person's right to refer the matter to the Tribunal.

(6) The regulator may extend the period allowed under the notice for making representations.

(7) If, having considered any representations made by any notified person, the regulator decides—

(a) to give the direction proposed, or

(b) if the direction has been given, not to revoke the direction,

it must give each of the notified persons written notice.

(8) If, having considered any representations made by any notified person, the regulator decides—

(a) not to give the direction proposed,

(b) to give a different direction, or

it must give each of the notified persons written notice.

(9) A notice given under subsection (7) must inform the notified person of the person's right to refer the matter to the Tribunal.

(10) A notice under subsection (8)(b) must comply with subsection (5).

(11) If a notice informs the notified person of the person's right to refer a matter to the Tribunal, it must give an indication of the procedure on such a reference.

(12) For the purposes of subsection (3)(c), whether a matter is open to review is to be determined in accordance with section 391(8).

Consultation between regulators

192F

(1) Before the PRA gives a notice under section 192E(1) or (8)(b), it must consult the FCA.

(2) Before the FCA gives a notice under section 192E(1) or (8)(b) in relation to the parent undertaking of a PRA-authorised person, the FCA must consult the PRA.

(3) Before the FCA gives a notice under section 192E(1) or (8)(b) in relation to the parent undertaking of a recognised clearing house or a recognised CSD, it must consult the Bank of England.

References to Tribunal

192G

(1) A notified person who is aggrieved by the exercise by either regulator of its powers in relation to directions under section 192C may refer the matter to the Tribunal.

(2) “Notified person” is to be read in accordance with subsection (2) of section 192E, except that it includes a person to whom a notice under subsection (1) of that section ought to have been given.

Statement of policy: directions under section 192C

192H

(1) Each regulator must prepare and issue a statement of policy with respect to the giving of directions under section 192C.

(2) A regulator may at any time alter or replace a statement issued under this section.

(3) If a statement issued under this section is altered or replaced, the regulator must issue the altered or replacement statement.

(4) In exercising or deciding whether to exercise its power under section 192C in any particular case, a regulator must have regard to any statement published under this section and for the time being in force.

(5) A statement under this section must be published by the regulator concerned in the way appearing to the regulator to be best calculated to bring it to the attention of the public.

(6) A regulator may charge a reasonable fee for providing a person with a copy of a statement published under this section.

(7) A regulator must, without delay, give the Treasury a copy of any statement which the regulator publishes under this section.

Statement of policy relating to directions: procedure

192I

(1) Before issuing a statement of policy under section 192H, a regulator (“the issuing regulator”) must—

(a) consult the other regulator and , where the issuing regulator is the FCA, the Bank of England, and

(b) publish a draft of the proposed statement in the way appearing to the issuing regulator to be best calculated to bring it to the attention of the public.

(2) The draft must be accompanied by notice that representations about the proposal may be made to the issuing regulator within a specified time.

(3) Before issuing the proposed statement, the issuing regulator must have regard to any representations made to it in accordance with subsection (2).

(4) If the issuing regulator issues the proposed statement it must publish an account, in general terms, of—

(a) the representations made to it in accordance with subsection (2), and

(b) its response to them.

(5) If the statement differs from the draft published under subsection (2) in a way which is, in the opinion of the issuing regulator, significant, the issuing regulator—

(a) must before issuing it consult the other regulator again, and

(b) must (in addition to complying with subsection (4)), publish details of the difference.

(6) The issuing regulator may charge a reasonable fee for providing a person with a draft published under subsection (1)(b).

(7) This section also applies to a proposal to alter or replace a statement.

Rules requiring provision of information by parent undertakings

192J

(1) The appropriate regulator may make rules requiring qualifying parent undertakings—

(a) to provide to the regulator information of a specified description;

(b) to produce to the regulator documents of a specified description.

(2) The rules may only specify a description of information or documents that is relevant to the exercise by the regulator of its functions.

(3) The rules may make provision—

(a) as to the time within which information must be provided or documents produced;

(b) about the form in which any information is to provided;

(d) requiring information provided to be verified in a specified manner;

(e) requiring documents produced to be authenticated in a specified manner.

(4) “The appropriate regulator” means—

(a) in relation to the parent undertaking of a qualifying authorised person who is a PRA-authorised person, the FCA or the PRA;

(b) in any other case, the FCA.

Rules applying to parent undertakings of ring-fenced bodies

192JA

(1) The appropriate regulator may make such rules applying to bodies corporate falling within subsection (2) as appear to the regulator to be necessary or expedient for the group ring-fencing purposes.

(2) A body corporate falls within this subsection if—

(a) it is incorporated in the United Kingdom or has a place of business in the United Kingdom,

(b) it is a parent undertaking of a ring-fenced body, and

(3) The “group ring-fencing purposes” are the purposes set out in section 142H(4).

(4) “The appropriate regulator” means—

(a) in relation to the parent undertaking of a ring-fenced body that is a PRA-authorised person, the PRA;

(b) in any other case, the FCA.

Rules requiring parent undertakings to facilitate resolution

192JB

(1) The appropriate regulator may make rules requiring a qualifying parent undertaking to make arrangements that in the opinion of the regulator—

(a) would facilitate the preparation, maintenance, implementation and review of a recovery plan in relation to the group of the qualifying parent undertaking,

(b) are required in relation to the provision of financial support to other members of the group of the qualifying parent undertaking which encounter or are likely to encounter financial difficulties, or

(c) would allow or facilitate the exercise of the resolution powers in relation to the qualifying parent undertaking or any of its subsidiary undertakings in the event of a situation arising where all or part of the business of the parent undertaking or the subsidiary undertaking encounters or is likely to encounter financial difficulties.

(1A) A “recovery plan” in relation to a group, is a document which provides for measures to be taken to achieve the stabilisation of the group as a whole, or any institution within the group, where the group or institution is in a situation of financial stress, in order to address or remove the causes of the financial stress and restore the financial position of the group or the institution.

(2) The “resolution powers” are—

(a) the powers conferred on the Treasury and the Bank of England by or under Parts 1 to 3 of the Banking Act 2009, and

(b) any similar powers exercisable by an authority outside the United Kingdom.

(3) The arrangements that may be required include arrangements relating to—

(a) the issue of debt instruments by the parent undertaking;

(b) the provision to a subsidiary undertaking (“S”) or a transferee by the parent undertaking, or by any other subsidiary undertaking of the parent undertaking, of such services and facilities as would be required to enable S or the transferee to operate the business, or part of the business, effectively.

(d) the entry by the parent undertaking into a group financial support agreement and provision of financial support by the parent undertaking in accordance with that agreement.

(4) In subsection (3)—

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

(b) “group financial support agreement” means an agreement for the provision of financial support, by a member of the group of the parent undertaking, to an institution in the group which, at any time after the agreement is concluded, comes to need financial support;

(c) “transferee” means a person to whom all or part of the business of the parent undertaking or the subsidiary undertaking could be transferred as a result of the exercise of the resolution powers.

(5) “Debt instrument” has the same meaning as in section 142Y.

(6) “The appropriate regulator” means—

(a) where the subsidiary undertakings of the qualifying parent undertaking include a ring-fenced body that is a PRA-authorised person, the PRA;

(b) where the subsidiary undertakings of the qualifying parent undertaking include one or more PRA-authorised persons but do not include any authorised person that is not a PRA-authorised person, the PRA;

(c) where the subsidiary undertakings of the qualifying parent undertaking do not include any PRA-authorised person, the FCA;

(d) in any other case, the PRA or the FCA.

Failure to comply with direction or breach of rules

Power to impose penalty or issue censure

192K

(1) This section applies if a regulator is satisfied that a person who is or has been a qualifying parent undertaking (“P”) has contravened—

(a) a requirement of a direction given to P by that regulator under section 192C, ...

(b) a provision of rules made by that regulator under section 192J or 192JB, or

(c) a requirement imposed by a qualifying provision specified, or of a description specified, for the purposes of this subsection by the Treasury by order.

(1A) This section also applies if a regulator is satisfied that a person (“P”) who is or has been a parent undertaking of a ring-fenced body has contravened a provision of rules made by that regulator under section 192JA.

(2) The regulator may impose a penalty of such amount as it considers appropriate on—

(a) P, or

(b) any person who was knowingly concerned in the contravention.

(3) The regulator may, instead of imposing a penalty on a person, publish a statement censuring the person.

(3A) The regulator may impose, for such period as it considers appropriate, restrictions (including a temporary ban) on the exercise by any member of the management body or senior management of, or other person who works for, a qualifying parent undertaking of any functions in a PRA-authorised person, an investment firm or a qualifying parent undertaking.

(3B) The regulator may only impose restrictions under subsection (3A) on a person who was, at any time, knowingly concerned in the contravention.

(4) The regulator may not take action against a person under this section after the end of the limitation period unless, before the end of that period, it has given a warning notice to the person under section 192L.

(5) “The limitation period” means the period of 3 years beginning with the first day on which the regulator knew of the contravention.

(6) For this purpose a regulator is to be treated as knowing of a contravention if it has information from which the contravention can reasonably be inferred.

(7) In this section—

“management body” means the board of directors, or if there is no such board, the equivalent body responsible for the management of the undertaking concerned;

“member of the senior management” means a person who—exercises executive functions within a qualifying parent undertaking, andis responsible, and directly accountable to the management body, for the day to day management of that qualifying parent undertaking.

(8) A regulator which imposes a restriction on any person under subsection (3A) may—

(a) vary the restriction so as to reduce the period for which it has effect or otherwise to limit its effect, or

(b) cancel the restriction.

Procedure and right to refer to Tribunal

192L

(1) If a regulator proposes to take action against a person under section 192K, it must give the person a warning notice.

(2) A warning notice about a proposal to impose a penalty must state the amount of the penalty.

(3) A warning notice about a proposal to publish a statement must set out the terms of the statement.

(3A) A warning notice about a proposal to impose a restriction under section 192K(3A) must state—

(a) the terms of the restriction, and

(b) the period for which the restriction is to have effect.

(4) If the regulator decides to take action against a person under section 192K, it must give the person a decision notice.

(5) A decision notice about the imposition of a penalty must state the amount of the penalty.

(6) A decision notice about the publication of a statement must set out the terms of the statement.

(6B) A decision notice about the imposition of a restriction under section 192K(3A) must state—

(a) the terms of the restriction, and

(b) the period for which the restriction is to have effect.

(7) If the regulator decides to take action against a person under section 192K, the person may refer the matter to the Tribunal.

Duty on publication of statement

192M

After a statement under section 192K(3) is published, the regulator must send a copy of the statement to—

(a) the person in respect of whom it is made, and

(b) any person to whom a copy of the decision notice was given under section 393(4).

Imposition of penalties under section 192K: statement of policy

192N

(1) Each regulator must prepare and issue a statement of policy with respect to—

(a) the imposition of penalties under section 192K, and

(b) the amount of penalties under that section.

(2) A regulator's policy in determining what the amount of a penalty should be must include having regard to—

(a) the seriousness of the contravention,

(b) the extent to which the contravention was deliberate or reckless, and

(3) A regulator may at any time alter or replace a statement issued under this section.

(4) If a statement issued under this section is altered or replaced, the regulator must issue the altered or replacement statement.

(5) In exercising, or deciding whether to exercise, a power under section 192K(2) in the case of any particular contravention, a regulator must have regard to any statement of policy published under this section and in force at a time when the contravention occurred.

(6) A statement under this section must be published by the regulator concerned in the way appearing to the regulator to be best calculated to bring it to the attention of the public.

(7) A regulator may charge a reasonable fee for providing a person with a copy of the statement published under this section.

(8) A regulator must, without delay, give the Treasury a copy of any statement which it publishes under this section.

(9) Section 192I applies in relation to a statement under this section as it applies in relation to a statement under section 192H.

PART12B — Approval of certain holding companies

Interpretation

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