UK Law and Practice Contributed by: Bahar Alaeddini, David Whyte and Jessica Wilson, Harris Hagan
agreed to Codes of Conduct for Gambling-Related Agreements, which was announced in August 2024. 9.5 Sanctions/Penalties The following constitute criminal offences and attract up to 51 weeks’ imprisonment and/or an unlimited fine: • inviting another person under 18 to gamble (Sec- tion 46 of the Gambling Act 2005); and • advertising unlawful gambling (Section 330 of the Gambling Act 2005) – with the exception of lot- tery promotion, advertised gambling is held to be unlawful if: (a) the gambling advertised requires a licence, notice, permit or registration and, at the time of advertising, these arrangements have not been completed; or (b) arrangements for the advertised gambling are not such as to ensure that any exceptions to the offence apply. The Gambling Commission also has the power to take regulatory enforcement action for breaches, including seeking to prosecute offenders. 10. Acquisitions and Changes of Control 10.1 Disclosure Requirements Disclosure of a change of control of gaming and gam- bling companies to the Gambling Commission – via a key event notification using the Gambling Commis- sion’s eServices, an online portal – is required as soon as reasonably practicable and, in any event, within five working days after the licensee becomes aware of the change of control. Separately, a change of control application provid- ing detailed information and the appropriate fee must be submitted to the Gambling Commission for assessment of the suitability of the new controller(s) to uphold the licensing objectives contained in the existing licence. The application or notification of licence surrender must be provided within five weeks of the change occurring; otherwise, the licence will be revoked.
Subject to the Gambling Commission’s assessment of all necessary information, the existing licence will either be granted continuance under the new controller(s) or will be revoked. Applications generally take much longer than the advertised 12 weeks. Under Section 103 of the Gambling Act 2005, advance applications for persons or entities expect- ed to become a controller can also be made prior to the change occurring. The Gambling Commission will make a determination, based on the information sub - mitted, that – if the change were to occur – the Gam- bling Commission is either “minded to grant” continu- ance of the existing licence or “minded to revoke” the existing licence. 10.2 Change of Corporate Control Triggers A change of corporate control is defined in Section 102 of the Gambling Act 2005 and occurs when a person or legal entity becomes a new “controller” (as derived from Section 422 of the Financial Services and Markets Act 2000). This is a complex definition, and needs to be considered in detail, but is generally broken down as: • 10% or more of the shares in the licensee or in a parent undertaking of the licensee; • 10% or more of the voting power in the licensee or in a parent undertaking of the licensee; • 10% or more of the rights to profits/dividends (if the licensee does not have share capital); or • less than 10%, but with the ability to exercise sig- nificant control over management of the licensee. 10.3 Passive Investor Requirements The same requirements as previously stated in 10. Acquisitions and Changes of Control apply, as there are no exemptions for passive investors.
11. Enforcement 11.1 Powers
Under Part 2 of the Gambling Act 2005, the Gam- bling Commission has the power to investigate and prosecute offences directly. Its regulatory powers also include calling licences for review and initiating inves- tigations in the following circumstances:
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