(1) When making CRR rules, the PRA must, among other things, have regard to—
(a) relevant standards recommended by the Basel Committee on Banking Supervision from time to time,
(b) the likely effect of the rules on the relative standing of the United Kingdom as a place for internationally active credit institutions and investment firms to be based or to carry on activities,
(c) the likely effect of the rules on the ability of CRR firms to continue to provide finance to businesses and consumers in the United Kingdom on a sustainable basis in the medium and long term,
(d) the target in section 1 of the Climate Change Act 2008 (carbon target for 2050), and
(e) any other matter specified by the Treasury by regulations.
(2) For the purposes of subsection (1)(b), the PRA must consider the United Kingdom's standing in relation to the other countries and territories in which, in its opinion, internationally active credit institutions and investment firms are most likely to choose to be based or carry on activities.
(3) When making CRR rules, the PRA must consider, and consult the Treasury about, the likely effect of the rules on relevant equivalence decisions.
(4) For the purpose of this section, an equivalence decision is “relevant” if the Treasury have, by notice in writing, informed the PRA that it is relevant for that purpose.
(5) In this section—
“consumer” means an individual who is acting for purposes outside those of any trade, business or profession carried on by the individual;
“equivalence decision” means a decision as to whether the law and practice of one country or territory is equivalent to the law and practice of another country or territory, either generally or as it relates to a particular matter;
“territory” includes the European Union and any other international organisation or authority comprising countries or territories.
(6) This section is subject to section 144E.
144D Explanation to accompany consultation on CRR rules
(1) A draft of proposed CRR rules published in accordance with section 138J(1)(b) must be accompanied by an explanation of the ways in which having regard to the matters specified in or under section 144C(1) has affected the proposed rules (as well as being accompanied by the information listed in section 138J(2)).
(2) If the PRA makes the proposed CRR rules, it must publish—
(a) a summary of the purpose of the proposed rules, and
(b) an explanation complying with subsection (1),
(as well as the information required by section 138J(4) and (5)).
(3) This section is subject to section 144E.
(1) Sections 144C and 144D do not apply where the PRA makes CRR rules—
(a) in order to comply with a direction given by the Financial Policy Committee of the Bank of England under section 9H of the Bank of England Act 1998 (directions requiring macro-prudential measures), or
(b) in order to act in accordance with a recommendation made by that Committee under section 9Q of that Act (recommendations about the exercise of the PRA's functions).
(2) Section 144C does not apply where the PRA makes CRR rules to the extent that they make provision (“CRR restatement provision”) reproducing without any changes which, in the PRA's opinion, are material—
(a) a provision of the capital requirements regulation as it had effect immediately before it was revoked by regulations made under section 3 of the Financial Services Act 2021, or
(b) a provision of an instrument made under the capital requirements regulation as it had effect immediately before it was revoked by such regulations.
(3) The following do not apply in relation to CRR rules to the extent that they make CRR restatement provision—
(a) section 138J, other than subsection (1)(a),
(b) section 138K, and
(c) section 144D,
but, if it makes rules making such provision, the PRA must publish a statement of which provisions of the capital requirements regulation, or of the instrument made under that regulation, are reproduced and what changes (if any) are made.
(4) Section 144D does not apply in relation to CRR rules if the PRA considers that the delay involved in complying with that section would be prejudicial to the safety and soundness of PRA-authorised persons.
(5) If the PRA proposes CRR rules that change existing CRR rules and the changes consist of or include changes which, in the PRA's opinion, are not material—
(a) the explanation described in section 144D(1) is not required in relation to the rules to the extent that they make those changes, but
(b) the draft of the rules must be accompanied by a statement of the PRA's opinion.
(6) If the PRA makes CRR rules that change existing CRR rules and the changes consist of or include changes which, in the PRA's opinion, are not material—
(a) the summary and explanation described in section 144D(2) are not required in relation to the rules to the extent that they make those changes, but
(b) the PRA must publish a statement of its opinion.
(7) For the purposes of this section, whether a change is material is to be determined by the PRA by reference to, among other things, the matters specified in or under section 144C(1).
144G Disapplication or modification of CRR rules in individual cases
(1) This section applies to a CRR rule if, or to the extent that, CRR rules provide for it to apply to the rule.
(2) The PRA may, on the application of or with the consent of a person who is subject to CRR rules, give the person a permission that enables the person—
(a) not to apply the CRR rule, or
(b) to apply the CRR rule with the modifications specified in the permission.
(3) The PRA may—
(a) give permission under this section subject to conditions, and
(b) revoke or vary permission under this section.
144H Relationship with the capital requirements regulation
(1) CRR rules may make provision by reference to the capital requirements regulation, to an instrument made under the capital requirements regulation or to Directive 2013/36/EU UK law, as amended from time to time.
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) In this section, “Directive 2013/36/EU UK law” means the law of the United Kingdom which was relied on immediately before 1 January 2022 to implement the capital requirements directive and its implementing measures as it has effect—
(a) on IP completion day, in the case of rules made by the PRA or the FCA under this Act, and
(b) as amended from time to time, in all other cases.
165 Regulators power to require information : authorised persons etc.
(1) Either regulator may, by notice in writing given to an authorised person, require him—
(a) to provide specified information or information of a specified description; or
(b) to produce specified documents or documents of a specified description.
(2) The information or documents 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.
(3) An officer who has written authorisation from the regulator to do so may require an authorised person without delay—
(a) to provide the officer with specified information or information of a specified description; or
(b) to produce to him specified documents or documents of a specified description.
(4) This section applies only to
(a) information and documents reasonably required in connection with the exercise by either regulator of functions conferred on it by or under this Act , and
(b) in relation to the exercise by the PRA of the powers conferred by subsections (1) and (3), 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.
(5) The regulator in question may require any information provided under this section to be provided in such form as it may reasonably require.
(6) The regulator in question may require—
(a) any information provided, whether in a document or otherwise, to be verified in such manner, or
(b) any document produced to be authenticated in such manner,
as it may reasonably require.
(7) The powers conferred by subsections (1) and (3) may also be exercised—
(a) by either regulator, to impose requirements on a person who is connected with an authorised person;
(aa) by the FCA, to impose requirements on a person who is or has been subject to a relevant Part 5A requirement;
(b) by the FCA, to impose requirements on an operator, trustee or depositary of a scheme recognised under section ... 271A or 272 who is not an authorised person;
(c) by the FCA, to impose requirements on a recognised investment exchange;
(d) by the FCA, to impose requirements on a person who is connected with a recognised investment exchange.
(da) by the FCA, to impose requirements on a person who provides, or has provided, a service to an FCA investment firm or to a relevant parent undertaking of such a firm;
(e) by either regulator, to impose requirements on a person who provides any service to an insurance undertaking or reinsurance undertaking.
(7A) For the purposes of the exercise by virtue of subsection (7)(aa) of the powers conferred by subsections (1) and (3) in relation to a person who is not an authorised person, the reference in subsection (4)(a) to functions conferred by or under this Act is to be read as referring only to functions so conferred which relate to the carrying on of a designated activity.
(8) “Authorised person” includes a person who was at any time an authorised person but who has ceased to be an authorised person.
(8A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9) “Officer” means an officer of the regulator exercising the power and includes a member of that regulator's staff or an agent of that regulator.
(10) “Specified” means—
(a) in subsections (1) and (2), specified in the notice; and
(b) in subsection (3), specified in the authorisation.
(11) For the purposes of this section, a person is connected with another person (“A”) if he is or has at any relevant time been—
(a) a member of A’s group;
(b) a controller of A;
(c) any other member of a partnership of which A is a member; ...
(d) in relation to A, a person mentioned in Part I of Schedule 15 (reading references in that Part to the authorised person as references to A); or
(e) involved in the administration of any trust arrangement relating to a funeral plan contract entered into or carried out by A.
(12) In subsection (7)(b), the reference to a scheme that is recognised includes a scheme a part of which is recognised.
(13) 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.
165A PRA's power to require information: financial stability
(1) The PRA may, by notice in writing given to a person to whom this section applies, require the person—
(a) to provide specified information or information of a specified description; or
(b) to produce specified documents or documents of a specified description.
(2) This section applies to—
(a) a person who has a legal or beneficial interest in any of the assets of a relevant investment fund;
(b) a person who is responsible for the management of a relevant investment fund;
(c) a person (a “service provider”) who provides any service to an authorised person;
(d) a person prescribed by an order made by the Treasury or any person of a description prescribed by such an order (and see also section 165C);
(e) a person who is connected with a person to whom this section applies as a result of any of the above paragraphs.
(3) This section applies only to
(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; or
were 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;
(c) any other member of a partnership of which A is a member; or
(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).
165B Safeguards etc in relation to exercise of power under section 165A
(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.
(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.
(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,
(c) a partnership of which A is a member, or
(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,
(c) a partnership of which A is a member, or
(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.
166A Appointment of skilled person to collect and update information
(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.
167 Appointment of persons to carry out general investigations.
(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
(c) the ownership or control of a person to whom subsection (1A) applies.
(1A) This subsection applies to the following persons—
(a) a recognised investment exchange;
(b) an authorised person;
(c) a relevant parent undertaking of an FCA investment firm;
(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
(c) where A is an insurance undertaking or reinsurance undertaking, a person who provides services to A.
(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;
(c) in relation to an appointed representative or former appointed representative, 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)).
168 Appointment of persons to carry out investigations in particular cases.
(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;
(c) there may have been a contravention of section 21 or 238; or
(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);
(c) a person may have contravened a rule made by the investigating authority;
(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;
(c) a person may have failed to comply with section 309F(1);
(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.
(c) in subsections (4A) and (4B), the FCA.
(7) “Relevant recognised body” has the same meaning as in Chapter 2A of Part 18 (see section 309A).
169 Investigations etc. in support of overseas regulator.
(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;
(c) the seriousness of the case and its importance to persons in 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).
169A Support of overseas regulator with respect to financial stability
(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
(c) other activities connected with financial markets and exchanges.
(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;
(c) the conduct of the investigation; and
(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.
171 Powers of persons appointed under section 167.
(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;
(c) a partnership of which A is a member; or
(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)).
172 Additional power of persons appointed as a result of section 168(1) , (4) or (4B).
(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.
173 Powers of persons appointed as a result of section 168(2).
(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).
174 Admissibility of statements made to investigators.
(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.
175 Information and documents: supplemental provisions.
(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;
(c) the person to whom the obligation of confidence is owed consents to the disclosure or production; or
(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;
(c) has been or is an actuary, accountant or lawyer appointed or instructed by that person; or
(d) has been or is an employee of that person.
(8) “Investigator” means a person appointed under section 167 or 168(3) or (5).
(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
(c) 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.
(3A) This subsection applies to the following persons—
(a) an authorised person;
(b) an appointed representative;
(c) a relevant parent undertaking of an FCA investment firm;
(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;
(c) that an information requirement could be imposed in relation to those documents or information; and
(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;
(c) to take copies of, or extracts from, any documents or information appearing to be of the relevant kind;
(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.
176A Retention of documents taken under section 176
(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).
(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).
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).
178 Obligation to notify the appropriate regulator: acquisitions of control
(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”.
(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.
(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.
(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.
(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
(c) A becomes a parent undertaking of B.
(2) The steps are—
(a) from less than 20% to 20% or more;
(b) from less than 30% to 30% or more;
(c) from less than 50% to 50% or more.
(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
(c) A ceases to be a parent undertaking of B.
(2) The steps are—
(a) from 50% or more to less than 50%;
(b) from 30% or more to less than 30%;
(c) from 20% or more to less than 20%.
(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.
(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
(c) may only exercise the voting power in relation to such holdings under direct or indirect instruction from—
(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).
(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
(c) disregard the economic needs of the market.
(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.
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.
(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.
(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
(c) any other information in the possession of the PRA which—
(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.
(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
(c) any other information in the possession of the FCA which—
(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.
(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).