Special Project Fee for restructuring (Fees 5)


Fees 5 sets out the rules for SPFs, which PRA‐authorised firms may have to pay in addition to any other fees.


At the time of publication, there is only one SPF mechanism available under the rules. This is the SPF for restructuring, charged to firms involved in mergers and acquisitions, corporate fundraising, business model changes, major internal change programmes or other significant restructuring requiring additional oversight by the PRA.


The PRA will not ordinarily charge an SPF for restructuring if the amount calculated under Fees 5 is less than £25,000. Where this threshold is reached and an SPF is charged, the full amount calculated under Fees 5 is payable and not just the excess over £25,000.


Where the PRA charges an SPF for restructuring, it will seek to recover all costs directly associated with the project, including relevant contributions to general overheads.


If a regulated firm carries out a restructuring that attracts an SPF and one or more regulatory transaction fees (including a new authorisation or a Part VII transfer), the PRA may choose to levy an SPF for restructuring to cover the entire cost of all related regulatory work conducted by the PRA, including the regulatory transactions. In these circumstances, the PRA would expect to waive the regulatory transaction fees associated with the activity.


Prospective SPFs are considered on a case-by-case basis, to ensure that their application is fair, consistent and in line with general legal principles. This includes consideration of the impact, if any, of an SPF on competition in the relevant market. When considering if an SPF for a new authorisation will be charged, the PRA will take into account the nature, scale and complexity of the applicant firm.


The PRA has indicated that it may in future introduce other types of SPF, subject to appropriate consultation.

Factors the PRA will consider before levying a new SPF


Paragraphs 5.9 to 5.12 set out factors which the PRA will consider when deciding whether or not to introduce a new SPF. These factors are not intended to be exhaustive and should not be read as a list of criteria of which a set number must be satisfied before the PRA will introduce an SPF.


The PRA may use an SPF to recover some or all of the costs it incurs in undertaking regulatory activity:
• which results from a request from or decision by a fee payer (or group of fee payers) leading to the PRA undertaking specific regulatory activity on its (or their) behalf; or
• where the regulatory activity would primarily relate to one fee payer (or group6 of fee payers) rather than all fee payers in a particular fee block.


  • 6. The group of firms must be legally related to each other. A single SPF cannot be charged across legal entity boundaries.


The PRA may use an SPF as a way of allocating its costs directly at those firms making significant calls on its resources.


Among other matters, the PRA will have regard to the likely duration of a project when considering whether to charge for the costs relating to that project by introducing an SPF or through fees for ORA.


When considering whether to use an SPF to recover costs, the PRA will act in accordance with its statutory duties and objectives.