Prudential Regulation Authority Rulebook

3.1

Subject to 3.4, a firm must notify the PRA in writing of its intention to issue a capital instrument which it intends to include within its capital resources at least one month before the intended date of issue unless there are exceptional circumstances which make it impracticable to give such a period of notice. In such circumstances, the firm must give as much notice as is practicable and explain to the PRA why the circumstances are considered exceptional.

3.2

When giving notice, a firm must:

1. (1) provide details of the amount of capital the firm is seeking to raise through the intended issue and whether the capital instrument is intended to be issued to external investors or within its group;
2. (2) identify the stage of the capital resources table the capital instrument is intended to fall within;
3. (3) provide a copy of the draft terms and conditions;
4. (4) provide a draft of a properly reasoned independent legal opinion from an appropriately qualified individual confirming that the capital instrument complies with the rules applicable to instruments included in the stage of the capital resources table identified in (2);
5. (5) include confirmation from the governing body of the firm that the capital instrument complies with the rules applicable to instruments included in the stage of the capital resources table identified in (2); and
6. (6) state whether the capital instrument will be encumbered or whether there are any connected transactions in respect of the item and, if so, provide details.

3.3

If after an initial notification under 3.1, but prior to a capital instrument’s issuance, a firm proposes to change the information previously submitted, it must provide a further written notification of that change without delay.

3.4

3.1 does not apply to:

1. (1) ordinary shares which:
1. (a) are the most deeply subordinated capital instrument issued by the firm; and
2. (b) are the same as ordinary shares previously issued by the firm; and
2. (2) capital instruments which are to be issued on identical terms to capital instruments issued by the firm within the previous twelve months and notified to the PRA in accordance with 3.2, excluding (1) the issue date; (2) the maturity date; (3) the amount of the issuance; (4) the currency of the issuance; and (5) the rate of interest payable by the issuer.

3.5

A firm must notify the PRA in writing, no later than the date of issue, of its intention to issue a capital instrument listed in 3.4 which it intends to include within its capital resources. When giving notice, a firm must:

1. (1) provide the information set out in 3.2 other than 3.2(3) (draft terms and conditions) and 3.2(4) (draft legal opinion); and
2. (2) confirm that the terms of the capital instrument have not changed since the previous issue by the firm of that type of capital instrument.

3.6

A firm must notify the PRA in writing of its intention to amend or otherwise vary the terms of any capital instrument included within its capital resources at least one month before the intended date of such amendment or other variation.

3.7

A firm must provide to the PRA as soon as practicable after the issuance of a capital instrument to which 3.2 applies:

1. (1) a finalised copy of the draft legal opinion referred to in 3.2(4); and
2. (2) a copy of the instrument’s final terms and conditions.