2

Aggregation of holdings

2.1

The PRA expects there to be no more than two situations which would require the holdings of two or more persons to be aggregated for the purpose of determining whether they are acquiring or increasing control within the meaning of section 181 or section 182 of FSMA.

2.2

These situations are where: (i) shares or voting power are held, or to be held, by persons acting in concert; and (ii) where one person’s holding of voting power is attributed to another person (deemed voting power) in addition to any other voting power held.

2.3

These situations may apply concurrently, for example, where a person, H, could be acting in concert pursuant to section 178(2) of FSMA and have deemed voting power under section 422(5)(a)(i) of FSMA where H has concluded an agreement that obliges him and a third-party shareholder in the firm to adopt, by concerted exercise of the voting power they hold, a lasting common policy towards the management of that firm.