The Risk Transformation Regulations 2017

Arrangements between cells: amendment and cancellation

70.—(1) Where a protected cell company makes arrangements between cells in accordance with regulations 68 and 69, the protected cell company may amend or cancel those arrangements—

(a) in accordance with the terms of those arrangements; or

(b) provided the conditions mentioned in paragraph (2) are satisfied.

(2) The conditions referred to in paragraph (1)(b) are that—

(a) the protected cell company’s instrument of incorporation must permit the protected cell company to amend or cancel the arrangements;

(b) the amendment or cancellation must be approved by a written resolution of the directors of the protected cell company before they are amended or cancelled;

(c) in the case of an amendment—

(i) the written resolution of the directors must set out the matters referred to in paragraph (4) of regulation 68 in relation to the amended arrangements; and

(ii) the amended arrangements must continue to comply with the requirements of paragraph (4) of regulation 68; and

(d) the following persons must have given their prior written consent to the amendment or cancellation—

(i) the undertaking from whom the protected cell company assumed the risk to which the arrangements relate; and

(ii) all persons holding investments issued by the protected cell company on behalf of either cell.

(3) Where a protected cell company amends or cancels the arrangements, the protected cell company must notify the PRA before the end of a period of 5 working days beginning with the day the arrangements are amended or cancelled.

(4) Where a protected cell company amends or cancels the arrangements other than in accordance with the terms of those arrangements, the protected cell company must—

(a) keep the written resolution of the directors approving the amendment or cancellation with the records of the protected cell company at its registered office or at an alternative inspection location notified to the FCA in accordance with regulation 67; and

(b) send a copy of the written resolution of the directors approving the amendment or cancellation to the FCA.

(5) Rules made under section 137G of FSMA may specify—

(a) the form in which a notification under paragraph (3) is to be made;

(b) the information to be included with such a notification; and

(c) the form in which any such information is to be provided.

(6) Regulation 69(2)(d) ceases to apply to arrangements which have been cancelled in accordance with this regulation.