The importance of Change in Control (CiC) requirements
The FCA issued a Final Notice objecting to the proposed acquisition of Olampicaran Limited by Mr Ahmed. Mr Ahmed failed to notify and seek approval from the FCA when he sought to acquire 100% control of Olampicaran, a small payments firm providing money remittance services.
The FCA objected because Mr Ahmed demonstrated a serious lack of professional competence and failed to comply with the requirements set out in legislation. By failing to notify the FCA, Mr Ahmed caused harm to the integrity of the payment services market. Olampicaran also failed to register with HMRC, the anti-money laundering supervisor.
This recent objection to the proposed acquisition of Olampicaran Limited serves as a critical reminder to firms operating in the payments and e-money sectors about the importance of adhering to the regulatory standards governing Change in Control (CiC) applications. This case highlights the serious consequences of failing to notify and seek FCA approval for acquisitions and underscores the regulator's focus on professional competence, financial crime oversight, and market integrity.
Key Insights
The Final Notice against Mr. Ahmed demonstrates the FCA’s zero-tolerance approach to non-compliance with CiC requirements. By proceeding without FCA approval, Mr. Ahmed not only breached regulatory rules but also undermined the confidence and trust that underpin the payments sector.
But this case wasn’t just about a missed notification—it revealed broader failures, including a lack of professional competence, disregard for anti-money laundering obligations, and neglect in ensuring Olampicaran’s registration with HMRC. These factors compounded the FCA’s objections, illustrating how procedural lapses often uncover deeper governance issues.
Firms must recognise that the FCA evaluates CiC applications through a lens that goes beyond basic documentation. It assesses the acquiring party’s integrity, competence, financial crime controls, and ability to uphold market standards. Failures in any of these areas can result in enforcement action, reputational damage, and operational setbacks.
How can we help?
At Thistle Initiatives, we specialise in supporting firms through the complexities of regulatory change, including Change in Control applications.
Our services include:
- Drafting and Reviewing CiC Applications: From business plans and financial forecasts to valuations, we ensure your application is comprehensive and aligned with FCA expectations.
- AML Compliance and HMRC Registration: We help you identify and address financial crime risks and ensure your firm meets all AML registration requirements.
- Responding to FCA Queries: Our team provides expert advice on addressing FCA concerns and ensures a smooth communication process with the regulator.
This case serves as a wake-up call for firms. By taking a proactive approach, understanding the regulatory landscape, and partnering with experts, you can navigate the Change in Control process with confidence while safeguarding your firm’s reputation and operations.
For tailored support and guidance, get in touch with our team today.