Certain companies in the Arrow Global Group are authorised by the UK Financial Conduct Authority (FCA). Under the UK Financial Services and Markets Act 2000 (as amended) (FSMA) a person who decides to acquire ‘control’ over any of these companies must notify the FCA and obtain the prior approval of the FCA. Making such an acquisition without prior FCA approval is a criminal offence. ‘Control’ for this purpose includes (i) a holding of 20% or more of the shares or voting power in Arrow Global Group Limited (AGGL) or (ii) a holding of shares or voting power in AGGL as a result of which the person is able to exercise significant influence over the management of any of those FCA authorised companies. For this purpose, the holding of shares or voting power by a person (A) includes any shares or voting power held by another person (B) if A and B are acting in concert. In addition, voting power held by a person (C) is deemed also to be held by another person of which C is a ‘controlled undertaking’ (as defined in FSMA). There are other circumstances, described in FSMA, in which voting power held by one person can be deemed, in addition or alternatively, to be held by another for these purposes. There is also an obligation on persons deciding to dispose of control within the meaning noted in (i) or (ii) above to notify the FCA.
The Arrow Global Group also contains a company that is authorised as a law firm in England and Wales by the Solicitors Regulation Authority (SRA), Drydens Limited. As a result, under the UK Legal Services Act 2007 (as amended) a person must obtain the prior approval of the SRA to acquire: (i) 10% or more of the shares in AGGL; (ii) the right to exercise, or to control the exercise of, 10% or more of the voting rights in AGGL; or (iii) significant influence over the management of AGGL by virtue of their ownership of AGGL shares or the right to exercise, or control the exercise of, voting rights in AGGL. Making such an acquisition without prior SRA approval is a criminal offence. For this purpose, the holding of shares or voting power by a person (A) includes any shares or voting power held by another person (B) if, among other things: (a) A and B are acting in concert; or (b) where A is an undertaking, B is a director or employee of A, a subsidiary of A or a director or employee of a subsidiary of A.
This notice is provided for general information only, without liability, and is not intended to be, and should not be construed as, legal advice. Actual and prospective investors and persons associated with them should, where appropriate, seek and obtain their own legal advice on these requirements and on the consequences of making an investment in AGGL.