The Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009

Made: 24th March 2009

Laid before Parliament: 24th March 2009

Coming into force: 15th April 2009

The Treasury, in exercise of the powers conferred upon them by sections 192(a) and 428(3) of the Financial Services and Markets Act 2000 , make the following Order:

Citation and commencement

1

This Order may be cited as the Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009 and comes into force on 15th April 2009.

Interpretation

2

In this Order—

• “the Act” means the Financial Services and Markets Act 2000;

• “authorised building society” means any UK authorised person which is a building society within the meaning of section 119 of the Building Societies Act 1986 (interpretation);

• “managing agent” has the meaning given in article 3 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001;

• “relevant friendly society” means any UK authorised person which is a friendly society to which neither subsection (2) nor subsection (3) of section 37 of the Friendly Societies Act 1992 (restriction on combinations of business) applies; and

• “relevant UK authorised person” means a UK authorised person other than— a credit institution which has permission under Part 4A of the Act to carry on the regulated activity of accepting deposits; an investment firm (as defined in section 424A of the Act);a management company (as defined in section 237(2) of the Act); an insurance undertaking which includes for the purposes of this Order a managing agent; or a reinsurance undertaking.

Matters affecting calculations under this Order

3

For the purposes of calculations under this Order—

• (a) 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; and

• (b) the provisions of section 184 of the Act (disregarded holdings) apply.

General exemption in respect of certain non-directive firms

4

• (1) This article provides exemptions from the obligations in sections 178 and 191D of the Act (notifying the regulators) in relation to a person (“A”) who decides to acquire, increase, reduce or cease to have control over a relevant UK authorised person (“B”).

• (2) This article does not apply where B is an authorised building society or a relevant friendly society.

• (3) Where A decides to acquire or increase control over B, A is exempt from the obligation imposed by section 178 unless giving effect to the decision would result in A beginning to be in the position of holding—

• (a) 20% or more of the shares in B or in a parent undertaking of B (“P”);

• (b) 20% 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.

• (4) Where A decides to reduce or cease to have control over B, A is exempt from the obligation imposed by section 191D unless giving effect to the decision would result in A ceasing to be in the position of holding—

• (a) 20% or more of the shares in B or in a parent undertaking of B (“P”);

• (b) 20% 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.

Specific exemptions in respect of authorised building societies

5

• (1) This article provides exemptions from the obligations in sections 178 and 191D of the Act in relation to a person (“A”) who decides to acquire, increase, reduce or cease to have control over an authorised building society (“B”).

• (2) Where A decides to acquire or increase control over B, A is exempt from the obligation imposed by section 178 unless giving effect to the decision would result in A beginning to be in the position of holding 20% or more of the capital of B.

• (3) Where A decides to reduce or cease to have control over B, A is exempt from the obligation imposed by section 191D unless giving effect to the decision would result in A ceasing to be in the position of holding 20% or more of the capital of B.

• (4) For the purposes of this article “capital”, in relation to an authorised building society, consists of the following—

• (a) any shares of a class defined as deferred shares for the purposes of section 119 of the Building Societies Act 1986 which have been issued by that society; and

• (b) the general reserves of that society.

Specific exemptions in respect of friendly societies

6

• (1) This article provides exemptions from the obligations in sections 178 and 191D of the Act in relation to a person (“A”) who decides to acquire, increase, reduce or cease to have control over a relevant friendly society (“B”).

• (2) Where A decides to acquire or increase control over B, A is exempt from the obligation imposed by section 178.

• (3) Where A decides to reduce or cease to have control over B, A is exempt from the obligation imposed by section 191D.

Revocations

7

The following are revoked—

• (a) the Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2001 ;

• (b) the Financial Services and Markets Act 2000 (Controllers) (Exemption) (No. 2) Order 2001 ; and

• (c) regulation 21 of the Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No. 2) Order 2003 .

Signed

Dave Watts — Frank Roy — Two of the Lords Commissioners of Her Majesty's Treasury — 2009-03-24

Explanatory note

(This note is not part of the Order)

Footnotes

[^f00001]: 2000 c.8. Section 192(a) was amended by regulation 4(a) of the Financial Services and Markets Act 2000 (Controllers) Regulations 2009 (S.I. 2009/534).

[^f00002]: “UK authorised person” is defined in section 191G of the Act (as inserted by S.I. 2009/534, see Regulation 3 and Schedule 1).

[^f00003]: 1986 c.53. There are amendments to section 119 which are not relevant to this Order.

[^f00004]: 1992 c.40. There are amendments to section 37 which are not relevant to this Order.

[^f00005]: “Credit institution” is defined in section 191G of the Act (as inserted by S.I. 2009/534, see Regulation 3 and Schedule 1) and “banking consolidation directive” is defined in section 425(1) of and Schedule 3 to the Act (as amended by S.I. 2003/2066 and S.I. 2006/3221).

[^f00006]: “Investment firm” is defined in section 424A of the Act (as inserted by S.I. 2006/2975 and amended by S.I. 2007/126) and “markets in financial instruments directive” is defined in section 425(1) of and Schedule 3 to the Act (as amended by S.I. 2003/2066 and S.I. 2006/2975).

[^f00007]: “UCITS directive” is defined in section 425(1) of and Schedule 3 to the Act (as amended by S.I. 2003/2066).

[^f00008]: “Life assurance consolidation directive” is defined in section 425(1) of and Schedule 3 to the Act (as amended by S.I. 2003/2066 and S.I. 2004/3379).

[^f00009]: “First non-life insurance directive” is defined in section 425(1) of and Schedule 3 to the Act (as amended by S.I. 2003/2066).

[^f00010]: “Reinsurance directive” is defined in section 425(1) of and Schedule 3 to the Act (as amended by S.I. 2003/2066 and S.I. 2007/3253).

[^f00011]: Section 184 of the Act was substituted S.I. 2009/534 (see Regulation 3 and Schedule 1).

[^f00012]: Sections 178 was substituted and 191D inserted by S.I. 2009/534 (see Regulation 3 and Schedule 1).

[^f00013]: See the Building Societies (Deferred Shares) Order 1991(S.I. 1991/701).

[^f00014]: S.I. 2001/2638.

[^f00015]: S.I. 2001/3338.

[^f00016]: S.I. 2003/1476.

Editorial notes

[^c19630771]: 2000 c.8. Section 192(a) was amended by regulation 4(a) of the Financial Services and Markets Act 2000 (Controllers) Regulations 2009 (S.I. 2009/534).

[^c19630781]: “UK authorised person” is defined in section 191G of the Act (as inserted by S.I. 2009/534, see Regulation 3 and Schedule 1).

[^c19630791]: 1986 c.53. There are amendments to section 119 which are not relevant to this Order.

[^c19630801]: 1992 c.40. There are amendments to section 37 which are not relevant to this Order.

[^c19630871]: Section 184 of the Act was substituted S.I. 2009/534 (see Regulation 3 and Schedule 1).

[^c19630881]: Sections 178 was substituted and 191D inserted by S.I. 2009/534 (see Regulation 3 and Schedule 1).

[^c19630891]: See the Building Societies (Deferred Shares) Order 1991(S.I. 1991/701).

[^c19630901]: S.I. 2001/2638.

[^c19630911]: S.I. 2001/3338.

[^c19630921]: S.I. 2003/1476.

[^key-96d3d7c33963a8083a3795f5468eb5c7]: Words in art. 4(1) substituted (1.4.2013) by The Financial Services Act 2012 (Consequential Amendments and Transitional Provisions) Order 2013 (S.I. 2013/472), Sch. 2 para. 166

[^key-c27371be9f8c0c60c26628cbb22c0967]: Art. 6A inserted (26.7.2013 for specified purposes, 1.4.2014 in so far as not already in force) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) (No.2) Order 2013 (S.I. 2013/1881), art. 1(2)(6), 19

[^key-6f3362a4babdaae040be0ed03b4a1020]: Words in art. 6A(1)(a) inserted (14.2.2014 for specified purposes, 1.4.2014 in so far as not already in force) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2014 (S.I. 2014/366), art. 1(3)(4), 14(a)

[^key-4e3967e558ce538ce79358a40e9924b4]: Words in art. 6A(4)(b)(ii) substituted (14.2.2014 for specified purposes, 1.4.2014 in so far as not already in force) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2014 (S.I. 2014/366), art. 1(3)(4), 14(b)(i)

[^key-176771e578ed17f1366e538c59caf502]: Words in art. 6A(4)(c)(ii) substituted (14.2.2014 for specified purposes, 1.4.2014 in so far as not already in force) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2014 (S.I. 2014/366), art. 1(3)(4), 14(b)(i)

[^key-ebdc8c1984e4bbf1410f88a2409d5f9b]: Words in art. 6A(4)(f) substituted (14.2.2014 for specified purposes, 1.4.2014 in so far as not already in force) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2014 (S.I. 2014/366), art. 1(3)(4), 14(b)(ii)

[^key-32179f001f82d9035c1264deaae9b500]: Words in art. 6A(5) substituted (14.2.2014 for specified purposes, 1.4.2014 in so far as not already in force) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2014 (S.I. 2014/366), art. 1(3)(4), 14(d)(i)

[^key-85a8c77a0158a2ba5a2b8d5b42815a8f]: Words in art. 6A(5) inserted (14.2.2014 for specified purposes, 1.4.2014 in so far as not already in force) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2014 (S.I. 2014/366), art. 1(3)(4), 14(d)(ii)(aa)

[^key-cd900708266531581d4db104ccdf72d8]: Words in art. 6A(5) inserted (14.2.2014 for specified purposes, 1.4.2014 in so far as not already in force) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2014 (S.I. 2014/366), art. 1(3)(4), 14(d)(ii)(bb)

[^key-daaa7106ca808628cd1b5b082ffbe8c9]: Word in art. 6A(9) substituted (14.2.2014 for specified purposes, 1.4.2014 in so far as not already in force) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2014 (S.I. 2014/366), art. 1(3)(4), 14(e)

[^key-f642b94b81578ff588e24c9e4b0e3a37]: Art. 6A(4A) inserted (14.2.2014 for specified purposes, 1.4.2014 in so far as not already in force) by The Financial Services and Markets Act 2000 (Regulated Activities) (Amendment) Order 2014 (S.I. 2014/366), art. 1(3)(4), 14(c)