Prudential Regulation Authority Rulebook

7.1

A firm shall notify the PRA in writing of its intention, or the intention of another member of its group that is not a firm but is included in the supervision on a consolidated basis of the firm, to issue a capital instrument that it believes will qualify under the CRR as an own funds instrument at least thirty days before the intended date of issue. This rule does not apply to the capital instruments described in 7.3 below.

7.2

When giving notice under 7.1, the firm shall provide:

1. (1) details of the amount and type of own funds the firm is seeking to raise through the intended issue and whether the capital instruments are intended to be issued to external investors or to other members of its group;
2. (2) a copy of the term sheet and details of any features of the capital instrument which are novel, unusual or different from a capital instrument of a similar nature previously issued by the firm or widely available in the market;
3. (3) confirmation from a member of the firm’s senior management responsible for authorising the intended issue or, in the case of an issue by another group member, for the issue’s inclusion in the firm’s consolidated own funds, that the capital instrument meets the conditions for qualification as an own funds instrument; and
4. (4) a properly reasoned independent legal opinion from an appropriately qualified individual confirming that the capital instrument meets the conditions for qualification as the relevant type of own funds instrument.

7.3

The firm does not have to give notice under 7.1 if the capital instrument is:

1. (1) an ordinary share with voting rights and no new or unusual features; or
2. (2) a debt instrument issued under a debt securities programme under which the firm or group member has previously issued and the firm has notified the PRA in accordance with this Chapter prior to a previous issuance under the programme.

7.4

A firm shall notify the PRA in writing no later than the date of issue of its intention, or the intention of another member of its group that is not a firm but is included in the supervision on a consolidated basis of the firm, to issue a capital instrument described in 7.3.

7.5

When giving notice under 7.4, the firm shall provide:

1. (1) confirmation that the terms of the capital instrument have not changed since the previous issue by the firm of that type of capital instrument; and
2. (2) the items described in 7.2(1) and (3).

7.6

The firm shall notify the PRA in writing of any change to the intended date of issue, amount of issue, type of investors, type of own funds instrument or any other feature of the capital instrument to that previously notified to the PRA under 7.1 or 7.4.