Information on change of control (s178) applications - July 2025

Pre-notifications (including dual regulated cases)

Post-notifications (including dual regulated cases)

Please note where multiple individuals or entities submit change in control notifications relating to the same acquisition / transaction, the FCA treats these as a single case. All of the information here is therefore reported per case, though each case can (and most cases do) contain multiple notifications from multiple notice-givers, and many cases will relate to multiple target firms (authorised firms being acquired).

The number of cases in the tables include cases which are submitted to the FCA, cases which are submitted to the PRA as decision-maker (i.e. relating to PRA-regulated target firms) where the FCA is consulted and provides its input to the PRA’s decision, and cases submitted to both regulators as the target firms include both FCA- and PRA-regulated firms.

Further, the tables separate out notifications submitted seeking approval before a transaction has taken place (as is required by FSMA) and notifications submitted in respect of a transaction that has already taken place without the FCA’s prior approval (known as post-notifications).

The outcomes for the notifications comprise:

• Approved / do not object: Pre-notifications that the FCA has approved (in the case of pre-notifications), or post-notifications in respect of which the FCA has decided not to exercise its powers at this time
• Withdrawn: Notifications that are withdrawn by the notice-giver (often in response to concerns raised by the change in control team, or where the change in control team has indicated that it is minded to recommend that a warning notice be issued, or where a warning notice has been issued)
• No decision: Post-notifications (as above) in respect of which the FCA has made no decision about whether to exercise its powers
• Object: Notifications to which the FCA has objected following the issue of a decision notice, or where a warning notice has been issued with the final outcome awaited

Under s185(3) of the Financial Services and Markets Act 2000 (FSMA), the FCA may object to an acquisition if there are reasonable grounds for doing so on the basis of matters set out in s186 FSMA, or if the information provided by the notice-giver (the proposed acquirer) is incomplete. Further, s189 FSMA requires that where we propose to object to an acquisition, we issue a warning notice to the notice-giver stating that we propose to object. Where we decide to object, we are required to issue a decision notice.

For the purposes of responding to your request, we have assumed that when you refer to applications for changes of control that are “rejected” by the FCA, you are interested in notifications where we have issued such a warning notice or decision notice to the notice-giver. On this basis, one notification received in the relevant period was “rejected”, as a warning notice was issued to the notice-giver. The notification is yet to proceed to decision notice and so the final outcome is unknown at this stage. The reasons for the warning notice were concerns about:

• S186(a) FSMA: the reputation of the section 178 notice-giver
• S186(b) FSMA: 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
• S186(c) FSMA: 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

It is important to note that when assessing change in control notifications the FCA can use a range of powers and tools which can include formally objecting to notifications as discussed above, but which can also include influencing firms to improve or to withdraw their plans.

A notice-giver may withdraw their notification without a warning notice being issued. Such withdrawals may take place at a number of stages during the case’s assessment but are frequently seen in response to concerns raised by the FCA. Often, before issuing a formal warning notice the FCA will issue a letter to the notice-giver advising that it is minded to object to the transaction if the notification is not withdrawn. Having early discussions with notice-givers ahead of formal objection action allows the FCA to influence proposed controllers to take steps to address issues.

Where issues are not, or cannot be, addressed to the FCA’s satisfaction, withdrawal of a notification is likely to represent a quicker and most cost-effective outcome for both the part of the FCA and the notice-giver. As such, there are a larger number of notifications that did not proceed during the relevant period following the FCA’s intervention, though without the use of the formal powers discussed here.