NPPR and material change notifications to the FCA - now to be submitted through Connect

In a nutshell

If you are:

• a full-scope UK AIFM intending to market an AIF in the UK under Article 36 of AIFMD
• a Third Country (ie non EU) AIFM intending to market an AIF in the UK under Article 42 of AIFMD, or
• a full-scope UK AIFM or Third Country AIFM, which needs to inform the FCA of a material change to information previously notified to it

from Friday 3 May 2019, you will have to submit your notification via the FCA’s online Connect system rather than filling in the existing NPPR notification spreadsheets.

Who does this change affect?

The change affects:

• full-scope UK AIFMs marketing funds under regulation 57 of the UK’s AIFM Regulations 2013 (the AIFM Regulations), and
• Third Country Firms marketing funds under regulation 59 of the AIFM Regulations.

What’s the background to the change?

Regulations 57 and 59 of the AIFM Regulations transpose into UK law Articles 36 and 42 (respectively) of AIFMD and set out the basis of the UK’s national private placement regime (NPPR)

Regulation 57 applies to full-scope UK AIFMs and EEA AIFMs which manage

• a third country AIF, or
• a UK or EEA feeder AIF where the master AIF is either
  • managed by a third country AIFM, or
  • a third country AIF.

(Note that the current change does not affect EEA AIFMs marketing under regulation 57.)

Regulation 59 likewise permits marketing of AIFs in the UK by above threshold non-EU AIFMs.

In each case, the AIFM must notify the FCA prior to marketing under the NPPR.

Should there be a material change in any of the information submitted to the FCA when making the relevant NPPR notification, the AIFM must inform the FCA of this.

What’s changing?

Until now, notifications and material change notifications have had to be made via spreadsheets, sent to a centralised email address. However, the FCA is in the process of streamlining its systems and migrating forms onto its online Connect system.

It is hoped that not only will this will be a more efficient process for both firms and the FCA but it will allow the FCA to cope better with the higher number of notifications it is expecting following Brexit.