Prudential Regulation Authority Rulebook

5.1

In the circumstances described in this Chapter, a firm may be required to pay a special project fee for restructuring in addition to the other fees that it pays.

5.1A

In this Chapter “firm” includes an FCA authorised firm seeking to vary its Part 4A permission to include a PRA regulated activity.

5.2

An SPF for restructuring becomes payable by a firm if it engages, or prepares to engage, in activity which involves it undertaking or making arrangements with a view to any of the following:

1. (1) raising additional capital; or
2. (2) a significant restructuring of the firm or the group to which it belongs, including without limitation:
1. (a) mergers or acquisitions;
2. (b) reorganising the firm’s group structure;
3. (c) reattribution;
4. (d) a significant change to the firm’s business model; and
5. (e) a significant internal change programme.

5.3

No SPF for restructuring is payable if the transaction only involves the firm seeking to raise capital within the group to which it belongs.

5.4

An SPF for restructuring may also be payable by a firm if:

1. (1) the firm becomes subject to insolvency proceedings or steps are taken by someone entitled to do so to commence insolvency proceedings against the firm; or
2. (2) either the Bank of England or HM Treasury has exercised a stabilisation power in respect of the firm under the Banking Act 2009.

5.5

The PRA and the FCA will levy separate SPFs for restructuring and may do so in relation to the same event or circumstance.

5.6

SPFs for restructuring, once paid, are non-refundable.

5.7

The SPF for restructuring is calculated as follows:

1. (1) Determine the number of hours, or part of an hour, taken by the PRA in relation to regulatory work conducted as a consequence of the activities referred to in 5.2 or 5.4. The number of hours or part hours is as recorded on the PRA’s systems in relation to the work.
2. (2) Next, multiply the applicable rate in the table of SPF hourly rates below by the number of hours or part hours arrived at under 5.7(1):

3. SPF hourly rates
   Pay grade of persons employed by the PRA	Hourly rate
   Administrator	£60.00
   Associate	£130.00
   Technical specialist	£190.00
   Manager	£250.00
   Any other persons employed by the PRA	£350.00

4. (3) Then add any fees and disbursements invoiced to the PRA by any third party provider in respect of services performed for the PRA in relation to assisting the PRA in performing the regulatory work referred to in 5.2 and 5.4.
5. (4) The resulting figure is the fee.
6. (5) Where an SPF for restructuring is charged and the restructuring directly affects more than one firm, the PRA may combine the total fees calculated under 5.7(4) in relation to that restructuring and reapportion those fees among all firms directly affected by the restructuring, using metrics which, in the opinion of the PRA, reflect the firms’ relative nature, scale and complexity.

5.8

The due date for payment of an SPF for restructuring is 30 days from the date of each invoice from the PRA to the firm.

5.9

The obligation to pay an SPF for restructuring is ongoing. There is no limit to the number of times that the PRA may invoice a firm for the SPF for restructuring in relation to the same events or circumstances.

5.10

The SPF for restructuring is a single fee which may be payable under both 5.2 and 5.4.