Fillable Operating Licence Change of Corporate Control Please read (Gambling Commission)

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Operating Licence Change of Corporate Control Please read (Gambling Commission)

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Operating Licence - Change of Corporate Control v5.0 GCCC / Page 1 of 19
• This form will be scanned. Therefore please complete all relevant sections in BLACK INK, write clearly within the
boxes and use CAPITAL LETTERS, except when signing or providing an email address.
• If you make a mistake, please fill in the box and write the correction as near to the mistake as possible. Do not
use correction fluid.
• If there are any changes to your circumstances, or if any of the information contained within this form changes
during the period between submitting your application and your application being determined, you must notify
the Gambling Commission immediately. Failure to do so could result in your application being delayed or cause
the decision on your licence to be reviewed.
• If the appropriate fee is not provided, the form is completed incorrectly or supporting documentation is missing
or not provided upon request, your application will be delayed and may result in your application being
determined based on the information we have available which may affect the decision on whether your
licence can continue to have effect. If you misrepresent, or fail to reveal information that you are asked to
provide, you may have committed an offence under Section 342 of the Gambling Act 2005.
• Please read the Operating Licence Change of Corporate Control Guidance Notes before completing this
application form.
Operating Licence
Change of
Corporate Control
• As part of the change of corporate control process, you may also need to complete Annex A personal declaration
forms, and/or Personal Management Licence applications. You will be directed to these forms and guidance notes
if they are required.
• If you are completing an electronic copy of this form, please place your cursor over the text boxes and cross
boxes for guidance.
2. Does this change apply to any other licences? Please note, an application fee will be payable for each
licence to which the change applies.
Name of operator
No – please continue to question 3
Yes – please complete the following details
(use a continuation sheet if necessary)
1. Please provide the full name in which the operating licence is held.
Section 1. Existing Licence Details
Operator name (the company, individual or other entity).
Licence number (if applicable)
- - - -
Licence number (if applicable)
- - - -
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 2 of 19
Section 2. Contact Details
3. Please provide the following details for the contact you want the Gambling Commission to correspond
with about this application. This can be an employee of the applicant or other representative such as a
solicitor. Please note that ALL correspondence and licences relating to this application will be issued to
this person. The address provided in this section MUST be in Great Britain.
Title
First name(s)
Last name
Position
Property number Property name
Street
Town/city
Postcode
Home number (inc. area code) Work number (inc. area code)
Mobile number
Email address
@
Please confirm if the person listed above is the main contact for all matters relating to your operating licence
or whether they are the contact solely for this application.
Main contact
Contact for this application only
If the person listed above is the contact for this application only, please confirm the full name and email
address of the individual you want to be the main contact for all other matters relating to your operating
licence.
Please note, the main contact will also receive the Gambling Commission's e-bulletin which is issued by email
on a fortnightly basis.
First name(s)
Last name
Email address
@
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 3 of 19
4. Please select the relevant cross box to indicate the type of change you are applying for (see Guidance
Notes).
Change in control (where the change is due to share fluctuations and all parties are known to the
Gambling Commission)
Change in control (where all incoming parties are known to the Gambling Commission and it is not due
to a share fluctuation)
Change in control (where the change includes at least one incoming party not known to the Gambling
Commission)
Change resulting from divisions.
Section 3. Type of Change
6. Please provide details of the controlling owners, partners, directors, shareholders or key personnel who
will no longer be involved with the licence holder. Please use a continuation sheet if necessary.
6a. First name(s)
Last name
Date of birth
Role
Overall strategy and
delivery of gambling
Marketing and commercial
development
Financial planning, control
and budgeting
Gambling related IT
provision and security
Regulatory compliance
Personal Management Licence number (if held)
Date the person will be leaving, or left, the organisation
Section 4. Outgoing Owners, Partners, Directors, Shareholders or other Key People
continues on next page
5a. Company name
Date the company will stop, or has stopped, being involved with the licensee
5. Please provide details of the controlling companies who will no longer be involved with the licence holder.
Please use a continuation sheet if necessary.
Major investor, owner or
partner
5b. Company name
D D M M Y Y Y Y
Date the company will stop, or has stopped, being involved with the licensee
D D M M Y Y Y Y
- - - -
M
%
"Shares"
%
Voting Power
D D M M Y Y Y Y
D D M M Y Y Y Y
%
"Shares"
%
Voting Power
%
"Shares"
%
Voting Power
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 4 of 19
Section 4. (continued)
Section 5. Incoming Owners, Partners, Directors, Shareholders or other Key People
7. Please provide details of the circumstances which have led to, or which will lead to, the person(s) or
entities whose details are given in the answers to questions 8, 11 and 14 becoming a controller.
8. Please provide details of the incoming company, trust or other entity who has, or is expected to, become a
controller of the licence holder. Please use a continuation sheet if necessary.
8a. Company name
Date the company became, or is expected to become, involved with the operator
Name of organisation company is registered with (e.g. Companies House)
Registration number (e.g. Company number) Date of registration
continues on next page
6b. First name(s)
Last name
Date of birth
Role
Overall strategy and
delivery of gambling
Marketing and commercial
development
Financial planning, control
and budgeting
Gambling related IT
provision and security
Regulatory compliance
Personal Management Licence number (if held)
Date the person will be leaving, or left, the organisation
Major investor, owner or
partner
D D M M Y Y Y Y
- - - -
M
D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
%
"Shares"
%
Voting Power
%
"Shares"
%
Voting Power
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 5 of 19
9. Where the licensee is owned by other companies, a diagram must be provided detailing the group
structure. The diagram should enable us to determine every company or individual who has a controlling
interest of 3% or more in the licensee. Please refer to the Guidance Notes for details of the information we
require.
If you are completing an electronic copy of this form and have a copy of your group structure in
either a JPEG, TIF, GIF or PNG file, you can attach it to the form. Please click in the box below to
attach the document. Alternatively you can submit the structure as a separate document in electronic
or hard copy format. If you are providing a separate document, please select the cross box.
Section 5. (continued)
continues on next page
8b. Company name
Date the company became, or is expected to become, involved with the operator
Name of organisation company is registered with (e.g. Companies House)
Registration number (e.g. Company number) Date of registration
D D M M Y Y Y Y
D D M M Y Y Y Y
%
"Shares"
%
Voting Power
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 6 of 19
continues on next page
11. Please provide details of all incoming individuals who have, or are expected to become, a controller of the
licensee. Please note, if any of the individuals listed are not already approved by the Commission, they will
be required to submit an Annex A Personal Declaration or PML application. Please see Guidance Notes for
details of the information we require.
11a. First name(s)
Last name
Date of birth
PML
Does this individual hold or will they be
submitting a PML application or Annex A?
Annex A
Date the person became, or is expected to become, involved with the operator
10. Has the incoming controller ever been known by another name (previous names, aliases or company name
changes)?
No – please continue to question 11
10a. Previous name
Yes – please complete the following details
(use a continuation sheet if necessary)
To From
Section 5. (continued)
D D M M Y Y Y Y
11b. First name(s)
Last name
Date of birth
PML
Does this individual hold or will they be
submitting a PML application or Annex A?
Annex A
Date the person became, or is expected to become, involved with the operator
D D M M Y Y Y Y
D D M M Y Y Y Y D D M M Y Y Y Y
10b. Previous name
To From
D D M M Y Y Y Y D D M M Y Y Y Y
D D M M Y Y Y Y
D D M M Y Y Y Y
%
"Shares"
%
Voting Power
%
"Shares"
%
Voting Power
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 7 of 19
12. The Gambling Commission requires a diagram illustrating the management structure for the licensee
which details the names of individuals occupying qualifying positions. This will vary between licensees,
but it should illustrate the structure of the business showing reporting lines down to area manager level,
if applicable. Please refer to the Guidance Notes for details of the information we require.
If you are completing an electronic copy of this form and have a copy of your management structure
in either a JPEG, TIF, GIF or PNG file, you can attach it to the form. Please click in the box below to
attach the document. Alternatively you can submit the structure as a separate document in electronic
or hard copy format. If you are providing a separate document, please select the cross box.
Section 5. (continued)
continues on next page
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 8 of 19
Section 5. (continued)
13. Please provide details of whether the change of control has resulted in any changes to those individuals
responsible for the key management functions of the licensee.
Where more than one individual is responsible for the same function, please confirm who will be the main
person responsible.
14. Please provide details of all incoming individuals who will be able to exercise significant influence over
the licensee, who have not already been named in questions 8 or 11. Please note, depending on the role
the individuals perform they may be required to submit a PML application or an Annex A personal
declaration (see Guidance Notes). Please use a continuation sheet if necessary.
First name(s)
Last name
Date of birth
Please provide details of any powers of veto the individual listed above may have and/or any influence they
are able to exert over the licensee.
PML
Does this individual hold or will they be
submitting a PML application or Annex A?
Annex A
D D M M Y Y Y Y
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 9 of 19
15. Does the incoming controller, or any other entities or organisations connected with it, hold a Gambling
Commission Operating Licence, have any applications pending, or have previously held a licence?
No – please continue to question 16
Yes – please complete the following details
(use a continuation sheet if necessary)
No – please continue to question 17
Yes – please complete the following details
(use a continuation sheet if necessary)
16. Does the incoming controller, or any other entities or organisations connected with it, currently hold, have
any applications pending or have previously held any gambling related licences or permits outside Great
Britain?
continues on next page
Operator name in which the licence is, was or will be held
Licence number
Date licence was issued Date application was made Date licence ended
Reason why the licence is no longer held
Name of issuing body
Name in which licence or permit is, was or will be held
Licence number
Type of licence held
Country
Reason why the licence or permit is no longer held
Date licence was issued Date application was made Date licence ended
Section 6. Organisation Details
- - - -
D D M M Y Y Y Y
D D M M Y Y Y Y D D M M Y Y Y Y D D M M Y Y Y Y
D D M M Y Y Y YD D M M Y Y Y Y
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 10 of 19
17. Has the licensee’s registered address, head office address or correspondence address changed as a result
of this change of corporate control?
Yes – please complete the following details
(use a continuation sheet if necessary)
No – please continue to question 18
Please note, you are required to provide proof of the new address with this application, such as letter headed
paper, utility bill or bank statement.
Date address changed
Please confirm if the address above is your registered address, head office address and/or correspondence
address. Please select all that apply.
Head Office address Registered address Correspondence address
Section 6. (continued)
No – please continue to question 19
Yes – please provide the premises changes on
a continuation sheet (see guidance notes)
18. Will any of the premises used to deliver gambling services or facilities change as a result of this change of
corporate control?
Property number Property name
Street
Town/city
Postcode
Country
Main number (inc. area code) Alternative number (inc. area code)
Email address
@
D D M M Y Y Y Y
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 11 of 19
Section 7. Criminality and Investigations
Please provide details of the circumstances surrounding the offence below, including details of any penalties issued
and the location of the convicting court and country. If you have crossed Schedule 7 offences, please ensure you
specify which offence you have been convicted of/are awaiting trial for/are under investigation for. Please use a
continuation sheet if necessary.
19. Has the incoming controller, or any of its directors, partners or officers named in questions 8, 11 or 14 or
any other persons relevant to the application ever been found liable under the criminal laws of England,
Scotland, Wales or any other jurisdiction, or received a civil penalty relating to their corporate duties?
(Please include details if charged with an offence but awaiting trial or under investigation.)
Yes – please complete the following details
(use a continuation sheet if necessary)
No – please continue to question 20
Full name(s)
Director's Liability
Insolvency offences
Regulatory offences
Financial Services and
Market Act offences
Corruption
Fraudulent Trading
False Accounting
Corporate Manslaughter
Companies Act offences
Restraint, confiscation
orders and asset recovery
Schedule 7 offences -
Gambling Act 2005
Other
(please specify below)
Offence
Date
continues on next page
All current (i.e. unspent) convictions recorded against the company or its officers must be declared. All
convictions for relevant offences (see Guidance Notes), and/or previous convictions (i.e. spent) must also be
declared as Section 4 of the Rehabilitation of Offenders Act 1974 does not apply to a Gambling Commission
licence.
D D M M Y Y Y Y
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 12 of 19
20. Is the incoming controller subject to any current, pending or previous investigation by any statutory,
regulatory or governing body in Great Britain (e.g. Financial Services Authority, Her Majesty's Revenue and
Customs, Horseracing Regulatory Authority) in respect of any gambling activity, gambling licence,
certificate or permit held in the last five years?
Section 7. (continued)
21. Is the incoming controller subject to any current, pending or previous investigation by any statutory,
regulatory, government or governing body in respect of any licences held outside of Great Britain in the
last five years?
Please provide details of the circumstances surrounding the investigation and any additional information below.
Please use a continuation sheet if necessary.
Yes – please complete the following details
(use a continuation sheet if necessary)
No – please continue to question 21
Name of investigating body
Date of investigation
Type of licence held
Reference number
Yes – please complete the following details
(use a continuation sheet if necessary)
No – please continue to question 22
D D M M Y Y Y Y
Please provide details of the circumstances surrounding the investigation and any additional information below.
Please use a continuation sheet if necessary.
Name of investigating body
Date of investigation
Type of licence held
Reference number
D D M M Y Y Y Y
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 13 of 19
22. The licensee, when making its original licence application provided details of its policies:
Please provide details of any areas where the licensee's policies have changed or will change as a result
of this change of corporate control. The details can be provided in the space below or as a separate
document. If you are providing a separate document, please select the cross box.
• Ensure that gambling is conducted in a fair and open way;
• Protect children and other vulnerable persons from being harmed or exploited by gambling; and
• Prevent gambling from being a source of crime or disorder, being associated with crime or disorder or being
used to support crime;
Section 8. Policy Information
• Promoting social responsibility in gambling.
continues on next page
23. You are required to provide an explanation of how you implement your policies and procedures
(see Guidance Notes). This information can be provided in the space below or as a separate
document. If you are providing a separate document, please select the cross box.
The Gambling Commission has to be satisfied that a licensed operator understands its responsibilities to
meet the licensing objectives of the Gambling Act 2005 and has arrangements in place to provide gambling
services or facilities in a manner consistent with those licensing objectives.
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 14 of 19
25. In order to assess the financial aspect of the application the Gambling Commission requires the following
information. Please refer to the Guidance Notes for further details.
• A copy of the sales purchase agreement;
• The latest available accounts for the incoming controller.
• An updated business plan;
Section 9. Financial Information
• Proof of funding for the acquisition of the shares or voting power;
• Financial projections for the next 12 months, if these are likely to change from those previously provided; and
Please note, where an incoming controller is a private or public limited company, they are required to provide
a copy of their published annual accounts as provided by their accountant.
• Documentation confirming that the shares in the licensee have been transferred to the new controller;
Section 8. (continued)
24. If as a result of the Change of Corporate Control any aspects of how you review and assess
your policies and working practices in light of any changes to the Licence Conditions and
Codes of Practice or developments within the gambling industry that have changed you will
need to provide an updated policy (see Guidance Notes). This policy can be provided in the
space below or as a separate document. If you are providing a separate document, please select
the cross box.
When looking at an application for a change of corporate control, the Gambling Commission has to consider
whether a licensee has the necessary financial resources available to be able to provide gambling services or
facilities in a manner consistent with the licensing objectives of the Act and the Licence Conditions and Codes
of Practice.
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 15 of 19
26. Is there any other information which you believe the Gambling Commission would reasonably expect
notice of or you would like to be taken into account when considering this application?
No – please continue to Section 11
Yes – please provide details below
(use a continuation sheet if necessary)
Section 10. Other Information
The following declaration must be signed in all cases by both the licensee and the new controller(s):
Section 11. Declaration
c. If the new controller(s) is/are an individual, by that individual;
d. If the new controller(s) is/are a partnership, by all individuals who are partners;
b. If the licensee was incorporated after April 2008, by at least one director;
e. In any other case, by a duly authorised officer of the applicant.
I/We agree to notify the Gambling Commission should any of the information given in this application change.
I/We certify to the best of my/our knowledge that the information given in this application is complete and correct
in every respect and that all material information has been included.
I/We understand that any misrepresentation or failure to reveal information or grant any authorisation requested
may be deemed to be sufficient cause for the refusal or revocation of a licence.
I/We agree to provide authority for the Gambling Commission to obtain bank references.
The Gambling Commission may require confirmation or further information from third parties in respect of any
evidence or documentation I/we have provided in support of this application. I/We agree to grant authorisation for
the Gambling Commission to request and receive information about me/us from those third parties.
Should the information provided in relation to this application form and any accompanying documentation cease to
be correct, or if there are any changes in the information provided between the date the application was submitted
and the date it is determined, it is the applicant's responsibility to advise the Gambling Commission immediately.
Failure to do so could result in any licence subsequently issued being reviewed and possibly revoked.
I/We understand that if I/we receive a licence, that fact will be placed on a public register.
a. If the licensee was incorporated before April 2008, by both the company secretary and at least one director
(who is not also the secretary of the company);
I/We certify that the financial projections provided have been approved and adopted by the board (or equivalent)
and that the Directors (or equivalent) have a reasonable expectation that the licensed entity has adequate resources
to continue in operational existence for the foreseeable future.
I/We understand that if the application form is signed using a digital signature, the Gambling Commission will only
accept a digital signature containing a serial number and code to allow verification, and I/we accept that a digital
signature has the same force and effect as a signature affixed by hand.
e. If the new controller(s) is/are a company and was incorporated before April 2008, by both the company
secretary and at least one director (who is not also the secretary of the company);
f. If the new controller(s) is/are a company and was incorporated after April 2008, by at least one director;
continues on next page
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 16 of 19
Section 11. (continued)
continues on next page
a. First name(s)
Signed
Last name
Position in organisation
Date
D D M M Y Y Y Y
b. First name(s)
Signed
Last name
Position in organisation
Date
D D M M Y Y Y Y
c. First name(s)
Signed
Last name
Position in organisation
Date
D D M M Y Y Y Y
d. First name(s)
Signed
Last name
Position in organisation
Date
D D M M Y Y Y Y
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 17 of 19
Please select the relevant cross box(es) to confirm that the required enclosures have been attached:
Documentation confirming transfer of shares to incoming controllers (as detailed in question 26)
Personal identification documents for any associated Annex A personal declaration form and/or PML
applications (as detailed in questions 8, 11, 13 and 14)
Completed DBS or Disclosure Scotland application form(s) or overseas police reports for relevant
personnel (as detailed in questions 8, 11, 13 and 14)
Group structure and management structure (as detailed in questions 9 and 12)
Adherence policies and procedures (as detailed in question 23 to 25)
Continuation sheet(s) (if required)
Annex A personal declaration forms and/or Personal Management Licence application forms (as
applicable) for all required individuals (as detailed in questions 8, 11, 13 and 14)
Proof of funding for acquisition of the shares or voting power, business plan, projections and any other
financial information (as detailed in question 26)
Section 12. Enclosures
Remember: Your application will not be considered unless all relevant questions have
been completed and the application fee has been paid in full. Failure to provide the above
information or to provide further information when requested by the Gambling
Commission may result in your application being determined based on the information
available at the time which may affect the outcome of your application.
28. Payment Calculation Summary (please see our website to calculate your fee).
Corporate change fee (£)
Personal licences (£)
Section 13. Payment Calculation
Sales purchase agreement (as detailed in question 26)
£
£
Total (£) £
The Gambling Commission is a data controller under the terms of the General Data Protection Regulation ("GDPR")
and Data Protection Act 2018. The information you have provided may be processed by us to meet our legal
obligations to carry out our functions. You can find our policy on the GDPR and further information on how we
process data on our website
.
Any information or material sent to us may be subject to the Freedom of Information Act 2000.
We will treat all information as confidential and will only disclose that information to third parties where it is
necessary to do so. Our policy on release of information is available on our website
.
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 18 of 19
Please return this payment, together with your application form, to:
GAMBLING COMMISSION, VICTORIA SQUARE HOUSE, VICTORIA SQUARE, BIRMINGHAM, B2 4BP
OFFICE USE ONLY
Order No.
Account ID
Section 14. Payment
Payments must be made by BACS transfer. The Commission’s bank details can be found on our website:
https://www.gamblingcommission.gov.uk/for-gambling-businesses/Apply-for-a-licence/Annual-fees.aspx
When paying by BACS transfer, you must quote the licensee’s account number and name with the payment details.
Payment by cheque is not accepted.
Please note, all payments MUST be made in pounds sterling (GBP)
Operating Licence - Change of Corporate Control v5.0 GCCC / Page 19 of 19
© Gambling Commission 2019 Form GCCC
Keeping gambling fair and safe for all
The Gambling Commission regulates gambling in the public interest. It does so by keeping crime out of gambling, by ensuring that
gambling is conducted fairly and openly, and by protecting children and vulnerable people from being harmed or exploited by
gambling. The Gambling Commission also provides independent advice to government on gambling in Great Britain.
For further information or to register your interest in the Gambling Commission please visit our website
www.gamblingcommission.gov.uk.
Gambling Commission
Victoria Square House
Victoria Square
Birmingham B2 4BP
T 0121 230 6666
F 0121 230 6720
E info@gamblingcommission.gov.uk
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