Notification of a change to a broadcast Licensee



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Notification of a change to a broadcast Licensee
(e.g. change of control, shareholders and/or directors)





[ For Ofcom use only ]
Name of Licensee:

Licence number(s):









Contents


Section




Page



Section 1

1 About this form

1.1 The statutory framework for broadcasting regulation sets out certain restrictions on the holding of broadcasting licences. These restrictions fall into two main categories, as follows:

a) a person must be fit and proper to hold a licence1, and;

b) certain categories of person are disqualified from holding a licence, or participating above a certain level in a body which holds a licence2.

In addition, in respect of community radio licences specifically, there is a statutory limit on the number of such licences that a person may hold.

1.2 In order to enable Ofcom to ensure that it is meeting its duties in relation to these statutory requirements, the holder of a broadcasting licence must, under the terms of that licence, provide relevant information to Ofcom as and when this is required.

1.3 This form should be used to notify Ofcom of any change in the shareholdings, interests, directors, or persons having control of anyone who holds a broadcasting licence issued under any of the Broadcasting Acts 1990 and 1996 or the Communications Act 2003 (a “Licensee”). Such changes should be notified regardless of whether or not they result in a change of control of that Licensee.

1.4 The form should also be used by Licensees to notify Ofcom of any change in the shareholdings, interests, directors or persons having control of any body that either controls that Licensee, or is an associate3 of, or a participant4 in, that Licensee.

1.5 Ofcom’s guidance on the definition of ‘control’ of media companies can be found at: http://stakeholders.ofcom.org.uk/consultations/media2/statement/ ).

1.6 This form should be signed by a senior officer of the Licensee who has authority to sign on its behalf (i.e. a director, or company secretary).

1.7 The form should be completed electronically, although we will also require a hard copy that is signed and dated by the Licensee. If submitting by email, please send your completed form to:



TV.Licensing@ofcom.org.uk (for television licences)
Commercial.radio@ofcom.org.uk (for commercial radio licences)
Community.radio@ofcom.org.uk (for community radio licences)

If the Licensee holds more than one type of licence, please send the completed form to all the relevant e-mail addresses listed above.

1.8 When submitting the hard copy, please send your form to:

Broadcast Licensing

(Fifth Floor)

Ofcom
Riverside House


2a Southwark Bridge Road
London

SE1 9HA


1.9 If you are completing the form as an agent, i.e. you are acting on the Licensee’s behalf, please make this clear in an accompanying letter, and provide evidence of your authority to act on behalf of the Licensee. The form should be filled in so as to include information about the applicant, not the agent.

1.10 Providing false or misleading information to the regulator may be grounds for revocation of the licence.



Publication of information about applicants and licensed services

1.11 Please complete the question at Section 6 of this form telling us which information provided by you, if any, you consider to be confidential.  If a Licensee asks us to keep information confidential, we will treat this request seriously and will try to respect this. However, sometimes we will need to disclose such information, including that which is marked as confidential, in order to meet legal obligations – for example, under the Freedom of Information Act 2000.

1.12 In this regard, please note that Ofcom is a Data Controller under the Data Protection Act 1998 (‘the Act’) and is committed to protecting and processing any personal information shared with us in a manner which meets the requirements of the Data Protection Act 1998, as outlined in the statement on our website at: http://www.ofcom.org.uk/about/cad/dps/dps/.

Section 2

2 About the Licensee



About this section

In this opening section, we are asking you for the basic details of the Licensee. In most cases, this will be a limited company, although it could be another type of organisation, or an individual. The details we are seeking include company number, contact information and details of any other broadcast licences held.

You must complete questions 2.1 and 2.2 in this section even if the change you are notifying us of does not relate to the licence-holding company itself (e.g. it relates to a change at a parent company).

We are asking for this information so that Ofcom knows precisely who holds the licence, or licences, to which this change relates, what services are being broadcast under these licences, and who we should contact at the Licensee company.

It is therefore very important (and a condition of your licence) to let us know as soon as possible of any changes to the information you have provided in this section.

With the exception of questions 2.1 and 2.2, which must be completed, you can leave response boxes blank if those responses would have been the same as those provided in your most recent declaration or application submitted to Ofcom (i.e. the information relating to the question has remained unchanged). However, If this information has not previously been provided to Ofcom, it must be provided now.

2.1 Ofcom licence number and name of Licensee (i.e. the company, organisation or individual that holds the licence):

2.2 Details of all other Ofcom Licences held by the Licensee (please expand the table if necessary):



Licence number

On-air name of service
























2.3 Company registration number (if applicable):




2.4 Registered office (if applicable):



2.5 Details of your objects (These may be found, for example, in your articles and memorandum of association, or in any other documentation which sets out your purposes or objectives). These can be reproduced in the box below or, alternatively, attached separately to this Notification:



2.6 Contact details for main day-to-day licensing matters:



Name and job title

Address

Telephone

E-mail address













2.7 Compliance contact:

Name and job title

Address

Telephone

E-mail address













2.8 Contact details for Ofcom in an emergency situation (for example, if we required a transmitter to be shut down):

Name and job title

Telephone

Mobile phone

E-mail address











2.9 Contact details for Ofcom regarding invoicing/payment of licence fees:



Name and job title

Address

Telephone

E-mail address












2.10 Contact details for Ofcom regarding the submission of ‘relevant turnover’ data:



Name and job title

Address

Telephone

E-mail address













2.11 Contact details for publication on the Ofcom website and/or in other relevant Ofcom publications:



Name and job title

Address

Telephone

E-mail address











2.12 The website address for the Licensed Service you would like to appear on the Ofcom website:




2.13 Please provide details of how you are funded, including whether or not you receive any financial assistance from any third party and, if so, who that party is and the extent of the assistance provided. Please note that holders of community radio licences are not required to provide this information in this Notification.5



2.14 Confirmation as to whether or not you are ultimately controlled by another entity (within the meaning of Schedule 2, Part 1 of the Broadcasting Act 1990 and our guidance: http://stakeholders.ofcom.org.uk/consultations/media2/statement/) and, if so, the name of that entity:






Section 3

3 Details of shareholders/members



About this section

Please complete the table at 3.2 for each company – whether the Licensee and/or parent and/or associate company – in respect of which there has been a change of shareholders/members.

You do not have to complete this section if there have been no changes to shareholders/members.

We need this information to enable us to take a view on who ultimately controls the Licensee. This may simply be an individual who owns the majority of shares in the Licensee company, or there may be a complex network of subsidiary companies via which a Licensee is ultimately controlled by another body. Sometimes, companies or individuals can ‘control’ companies without necessarily owning a majority of the shares (for such cases, Ofcom’s published guidance on the definition of ‘control’ of media companies is available at: http://stakeholders.ofcom.org.uk/consultations/media2/statement/).



3.1 Please provide, in the box below, an organisational chart showing the relationship (including percentages of shares held) between the Licensee and any subsidiary companies, parent companies, holding or nominee companies. (If the chart is a complex one, the chart can instead be attached to this Notification as a separate document).


3.2 Please complete the following table, repeating or expanding the table where necessary, to list shareholders/members or participants (corporate or individual) of each company in respect of which there has been a change of shareholders/members:

Name of company:

Shareholders/members before the change

Shareholders/members after the change

Name of shareholder/member

Number of shares

Percentage of shares (%)

Name of shareholder/member

Number of shares

Percentage of shares (%)





















































































































































































Please provide any additional information/notes (e.g. details of voting rights, if they do not mirror shareholdings):

3.3 Please also provide, if applicable, the name and address of any other individuals or companies in accordance with whose wishes the Licensee’s affairs (or those of any body which controls the Licensee) are or will be conducted:

Before the change

After the change

Name

Address

Name

Address





























































Section 4

4 Details of directors



About this section

Please complete the table at 4.1 for each company – whether the Licensee and/or parent and/or associate company – in respect of which there has been a change of directors.

You do not have to complete this section if there have been no changes to directors.

4.1 Please complete the following table, repeating or expanding the table where necessary, to list shareholders/members or participants (corporate or individual) of each company in respect of which there has been a change of directors:



Name of company:

Names of directors before the change

Names of directors after the change

























4.2 Please provide a list of the directors of any company or companies (as listed in table 3.3) that hold, or are beneficially entitled to, an interest of more than 5% in the Licensee company, before and after the change:

4.3 Please provide the following details for each new director of the company or companies in respect of which there has been a change:



Name of director:




Is this director executive or non-executive?




If executive, please state job title:




Home address:




Country of residence:




Other directorships held (and nature of company’s business):




Other offices or employments held:




Section 5

5 Eligibility requirements



About this section

Ofcom is under a duty to ensure that anyone who holds a broadcasting licence is fit and proper to do so. A licence can be revoked if we cease to be satisfied that the Licensee is fit and proper to hold a licence.

When considering whether directors or shareholders are fit and proper to hold a licence, Ofcom will look at – for example – whether any proposed participant has a criminal conviction, or whether they have ever been declared bankrupt.

In addition, specified categories of person are disqualified from holding a licence, or participating above a certain level in a body which holds a licence. These restrictions are set out in Part 2 of Schedule 2 to the Broadcasting Act 1990.

Please answer all of the questions in this section, clearly stating ‘Not Applicable’ if that is the case.

Criminal convictions

Note: A director or shareholder who has a criminal record will not necessarily be prevented from holding, or participating in a body which holds, a licence. This will depend on all the circumstances of the Licensee as a whole. You do not need to provide details of spent convictions.

5.1 Have any of the new directors or shareholders/members listed in Section 3 and/or Section 4 of this Notification been convicted of a criminal offence committed before the date of this application (in any jurisdiction) or received a civil penalty (excluding driving offences)? If yes, please provide the name of director and/or shareholder, date of the conviction or action, the penalty, and the country.




5.2 The following question only needs to be answered by the holders of radio licences:

To the best of your knowledge, has any person involved in the provision of the licensed service, or the making of programmes included in it, been convicted within the past five years of an unlicensed broadcasting offence?


Bankruptcy and insolvency

5.3 Please name any of the new directors or shareholders/members listed in Section 3 and/or Section 4 of this Notification who have ever been declared bankrupt. In respect of any such individuals, please provide details of the bankruptcy ­– i.e. the circumstances of the bankruptcy, the date of action, whether it has been discharged and, if so, the date of discharge:




5.4 Please name any new directors listed in Section 4 of this Notification who have ever been directors of a company which has become insolvent. If so, please provide brief details of the insolvency action (including dates).


Disqualified directors

5.5 Please name any of the new directors or shareholders/members listed in Section 3 and/or Section 4 of this Notification who have ever been the subject of a disqualification order under the Company Directors Disqualification Act 1986. In respect of any such individuals, please provide details of the order (e.g. the period of disqualification).




Removal from a professional or trade body

5.6 Please name any of the new directors or shareholders/members listed in Section 3 and/or Section 4 of this Notification who have ever been excluded from a professional or trade body following disciplinary or regulatory proceedings. In respect of any such individuals, please provide dates and details (including whether or not they have subsequently been re-admitted by the body concerned).






General statutory disqualifications

5.7 In relation to the details provided in Section 3 and/or Section 4 of this Notification, please state whether any individual or body, including their associates (i.e. directors of their associates and other group companies), is, or is involved in, any of the below, and the extent of that interest. If none apply, this must be clearly stated as ‘N/A’.



Activity/involvement

By an individual


By a body corporate


a) A local authority







b) A body whose objects are wholly or mainly of a political nature, or which is affiliated to such a body







6c) A body whose objects are wholly or mainly of a religious nature;







d) An individual who is an officer of a body falling with (b) or (c);







e) A body corporate which is an associate (as defined in paragraphs 1(1) and 1(1A) of Part I of Schedule 2 to the Broadcasting Act 1990) of a body falling within (b) or (c);







f) An advertising agency or an associate of an advertising agency







g) Other publicly-funded bodies.







5.8 Please also give details of any other participant in the Licensee whose interest is, or could be, incompatible with the requirements imposed by or under Schedule 2 to the Broadcasting Act 1990.




Other broadcasting interests

5.9 In relation to the details provided in Sections 3 and 4 of this Notification, please list any individual or body corporate, including their associates (i.e. directors and their associates and other group companies) who currently has any other broadcasting interests7, other than those already stated in Sections 2-4 of this Notification, and the extent of those interests. (If those other broadcasting interests are Ofcom-licensed services, this question can be answered by simply listing the relevant licence number(s) of the service(s)). This question can either be answered by using the boxes below, repeating where necessary, or by enclosing attachments setting out the relevant interests:



Name of body corporate

Other broadcasting interests















Name of individual

Other broadcasting interests













5.10 In relation to the details provided in Sections 3 and 4 of this Notification, please list any individual or body corporate, including their associates (i.e. directors and their associates and other group companies) who has ever surrendered a licence to Ofcom (or one of its predecessor broadcast regulators), or had a licence revoked by Ofcom (or one of its predecessor broadcast regulators).

Name of individual or body corporate

Licence(s) surrendered or revoked













5.11 In relation to the details provided in Sections 3 and 4, please list any individual or body corporate who has any involvement in a current or pending investigation by any statutory regulatory or government body in the United Kingdom in respect of any broadcast-related matter. In respect of any such individual/body corporate, please provide the name of the director(s), the licence reference number(s), the name(s) of the service(s) and details of the investigation.

Name of individual or body corporate

Details of current or pending investigation







5.12 In relation to the details provided in Sections 3 and 4, please list any individual or body corporate who has ever been subject to a statutory sanction for contravening a condition of a broadcasting licence in the UK or any other jurisdiction. In respect of any such individual/body corporate, please provide the following details in relation to each sanction: the name of the director(s), the service which the sanction related to and the number of the licence, the nature of the breach, the type of sanction imposed and, if known, the date on which the sanction decision was published.

Name of individual or body corporate

Details of statutory sanction(s)








Section 6

6 Confidentiality requests



About this section

If a Licensee asks us to keep part or all of information provided confidential, we will treat this request seriously and will try to respect this. However, sometimes we will need to disclose such information, including that marked as confidential, in order to meet legal obligations (for example under the Freedom of Information Act, 2000).

6.1 If you consider any of the information you have provided in your answers to the questions in Sections 2-5 of this Notification to be confidential, please list the relevant question numbers and briefly explain why you believe it is confidential:

Section 2 confidentiality:





Section 3 confidentiality:





Section 4 confidentiality:





Section 5 confidentiality:



Section 7

7 Declaration



About this section

This is form must be signed by an appropriately authorised signatory of the Licensee (i.e. a director, or company secretary).

The form can be signed electronically, but please note that we will always also require a hand-signed and dated document for our records (see paragraphs 1.7 – 1.8).

I/We declare and warrant

7.1 that the information contained in this Notification and the documents, statements and particulars submitted in accordance with it is, to the best of our knowledge and belief, correct;

7.2 that the Licensee is not a disqualified person within the meaning of that expression as defined in Part 2 of Schedule 2 to the Broadcasting Act 1990, as amended, or as a result of a disqualification order under Section 145 of the Broadcasting Act 1996, and that having made all reasonable enquiries neither the Licensee nor any person controlling the Licensee is in breach of any requirement of Schedule 14 to the Communications Act 2003 with regard to the accumulation of interests in broadcasting services or to the restrictions on cross-media interests;

7.3 that the Licensee is not disqualified by virtue of the provisions of section 143(5) of the Broadcasting Act 1996 in relation to political objects and the provisions of section 144(3) of the Broadcasting Act 1996 in relation to the provision of false information or through the withholding of information with the intention of misleading Ofcom

7.4 that no director or person concerned directly or indirectly in the management of the Licensee is the subject of a disqualification order as defined by section 145(1) of the Broadcasting Act 1996;

7.5 we understand that Ofcom reserves the right to revoke the licence(s) if at any time any material statement made to Ofcom is found to be false and to have been made by the Licensee or any member or officer thereof knowing it to be false. We also understand that in the circumstances of section 144 of the Broadcasting Act 1996 the provision of false information could incur a criminal conviction and a disqualification from the holding of a licence;



7.6 we further certify that, to the best of our knowledge, any matters which might influence Ofcom’s judgement as to whether the directors and substantial shareholders involved in the Licensee are fit and proper persons to participate in a broadcast licence have been made known to Ofcom.
Signature
Name (BLOCK CAPITALS)
Position
Company
Date

1 As set out in sections 3(3) and 86(4) of the Broadcasting Act 1990; sections 3(3) and 42(2) of the Broadcasting Act 1996; and section 235(3)(a) of the Communications Act 2003.

2 As set out in sections 5, 88 and Schedule 2, Part II of the Broadcasting Act 1990; sections 5 and 44(1) of the Broadcasting Act 1996; and section 235(3)(b) of the Communications Act 2003.

3 A person will be an “associate” of a body corporate where they are a director of that body, or they are another corporate body that either controls, or is controlled by, that body corporate (or where that body corporate and another body corporate are both controlled by the same person). Individuals will be associates of one another where, for example, they are spouses or relatives. For a full definition see Schedule 2, Part 1 of the Broadcasting Act 1990.

4 A “participant” in relation to a body corporate means a person who holds, or is beneficially entitled to, shares in that body, or who possesses voting power in that body.

5 This is because community radio Licensees are already required to furnish Ofcom with this information as part of their Annual Report.

6 Please refer to Ofcom’s religious guidance notes at: http://licensing.ofcom.org.uk/tv-broadcast-licences/other-issues/religious-guidance for details on how we determine the eligibility of religious bodies to hold certain broadcasting licences.

7 Includes all categories of radio and TV licensing (e.g. community radio) broadcast on all types of licensed platforms (e.g. analogue, DAB, satellite and cable broadcasting), but excludes internet-only services.


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