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Building Societies Act 1986

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98 Transfers of business: supplementary provisions.U.K.

(1)Part I of Schedule 17 to this Act shall have effect for imposing on a building society proposing to transfer its business to a company an obligation to issue statements [F1or summaries] to its members relating to the proposed transfer.

[F2(1A)Part IA of that Schedule shall have effect for imposing requirements for notification by a building society, to its members and to the [F3FCA and, if the society is a PRA-authorised person, the PRA] , of the receipt by the society of a proposal for the transfer of the whole of its business to a company.]

(2)Where application is made to the [F4appropriate authority] for confirmation of a transfer of business to a company it shall, except as provided in subsections (3) to (5) below, confirm the transfer; and Part II of that Schedule shall have effect with respect to the procedure on an application for such confirmation.

(3)Subject to subsection (4) below, the [F5appropriate authority] shall not confirm a transfer of business if it considers that—

(a)some information material to the members’ decision about the transfer was not made available to all the members eligible to vote; or

(b)the vote on any resolution approving the transfer does not represent the views of the members eligible to vote; or

(c)there is a substantial risk that the successor will not [F6have—

(i)such permission under [F7Part 4A] of the Financial Services and Markets Act 2000, or

(ii)such permission under paragraph 15 of Schedule 3 to that Act (as a result of qualifying for authorisation under paragraph 12 of that Schedule),

as will enable it to carry on the business which it will have as a result of the transfer without being taken (by virtue of section 20 of that Act) to have contravened a requirement imposed on it by the [F5appropriate authority] under that Act; or]

(d)some relevant requirement of this Act or the rules of the society was not fulfilled.

(4)The [F8appropriate authority] shall not be precluded from confirming a transfer of business by virtue only of the non-fulfilment of some relevant requirement of this Act or the rules of the society if it appears to the [F8appropriate authority] that it could not have been material to the members’ decision about the transfer and the [F8appropriate authority] gives a direction that the failure is to be disregarded for the purposes of this section.

(5)Where the [F8appropriate authority] would be precluded from confirming a transfer of business by reason of any of the defects specified in paragraphs (a), (b), (c) and (d) of subsection (3) above, it may direct the society making the transfer—

(a)to take such steps to remedy the defect or defects as it specifies in the direction; and

(b)to furnish the [F8appropriate authority] with evidence satisfying it that it has been done so;

and, if the [F8appropriate authority] is satisfied that the steps have been taken and the defect or defects has or have been substantially remedied, the [F8appropriate authority] shall confirm the transfer; but, if it is not so satisfied, it shall refuse its confirmation.

(6)The steps that a society may be required under subsection (5)(a) above to include the calling of a further meeting, securing the variation of the transfer agreement or securing the alteration of the approved protective provisions of the articles of association of its successor.

(7)A failure to comply with a relevant requirement of this Act or the rules of a building society shall not invalidate a transfer of the business of the society; but, if a society fails without reasonable excuse to comply with such a requirement, the society shall be liable on summary conviction to a fine not exceeding level 4 on the standard scale and so shall any officer who is also guilty of the offence.

(8)In this section “relevant requirement", with reference to this Act or the rules of a society, means a requirement of the applicable provisions of this Act or of any rules prescribing the procedure to be followed by the society in approving the transfer and its terms.

[F9(9)The PRA must consult the FCA before confirming a transfer or giving a direction under this section.

(10)The PRA must—

(a)notify the FCA it if confirms a transfer; and

(b)send the FCA a copy of any direction it gives.]

Textual Amendments

F1Words in s. 98(1) inserted (1.12.1997) by 1997 c. 32, s. 30(1); S.I. 1997/2668, art. 2, Sch. Pt. I(e)

F2S. 98(1A) inserted (1.12.1997) by 1997 c. 32, s. 30(2); S.I. 1997/2668, art. 2, Sch. Pt. I(e)

F6Words in s. 98(3)(c) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 196(2)

Modifications etc. (not altering text)

C2Ss. 97-102D applied (with modifications) (5.3.2009) by The Mutual Societies (Transfers) Order 2009 (S.I. 2009/509), arts. 1(2), 3-18

C3Ss. 97-102D excluded by 2009 c. 1, s. 84D(6) (as inserted (10.1.2015) by The Building Societies (Bail-in) Order 2014 (S.I. 2014/3344), arts. 1, 2(3))

C4S. 98(3) extended (1. 1. 1993) by S.I. 1992/3218, reg. 82(1), Sch. 10 para.22(c)

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