Banking Act 2009

Transfer of securities U.K.

14 Interpretation: “securities” U.K.

(1) In this Part “securities” includes anything falling within any of the following classes.

(2) Class 1: shares and stock.

(3) Class 2: debentures, including—

(a) debenture stock,

(b) loan stock,

(c) bonds,

(d) certificates of deposit, and

(e) any other instrument creating or acknowledging a debt.

(4) Class 3: warrants or other instruments that entitle the holder to acquire anything in Class 1 or 2.

(5) Class 4: rights which—

(a) are granted by a deposit-taker, and

(b) form part of the deposit-taker's own funds for the purposes of [F1 Title 1 of Part 2 of [F2 the capital requirements regulation].]

Textual Amendments

F1 Words in s. 14(5)(b) substituted (1.1.2014) by The Capital Requirements Regulations 2013 (S.I. 2013/3115), reg. 1(2), Sch. 2 para. 45(2)

F2 Words in s. 14(5)(b) substituted (31.12.2020) by The Bank Recovery and Resolution and Miscellaneous Provisions (Amendment) (EU Exit) Regulations 2018 (S.I. 2018/1394), reg. 1(2), Sch. 1 para. 17; 2020 c. 1, Sch. 5 para. 1(1)

Commencement Information

I1 S. 14 in force at 21.2.2009 by S.I. 2009/296, art. 3, Sch. para. 1

15 Share transfer instrument U.K.

(1) A share transfer instrument is an instrument which—

(a) provides for securities issued by a specified bank to be transferred;

(b) makes other provision for the purposes of, or in connection with, the transfer of securities issued by a specified bank (whether or not the transfer has been or is to be effected by that instrument, by another share transfer instrument or otherwise).

(2) A share transfer instrument may relate to—

(a) specified securities, or

(b) securities of a specified description.

Commencement Information

I2 S. 15 in force at 21.2.2009 by S.I. 2009/296, art. 3, Sch. para. 1

16 Share transfer order U.K.

(1) A share transfer order is an order which—

(a) provides for securities issued by a specified bank to be transferred;

(b) makes other provision for the purposes of, or in connection with, the transfer of securities issued by a specified bank (whether or not the transfer has been or is to be effected by that order, by another share transfer order or otherwise).

(2) A share transfer order may relate to—

(a) specified securities, or

(b) securities of a specified description.

Commencement Information

I3 S. 16 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I4 S. 16 in force at 21.2.2009 in so far as not already in force by S.I. 2009/296, arts. 2, 3, Sch. para. 1

17 Effect U.K.

(1) In this section “transfer” means a transfer provided for by a share transfer instrument or order[F3 , by a mandatory reduction instrument] [F4 or by a resolution instrument].

(2) A transfer takes effect by virtue of the instrument or order (and in accordance with its provisions as to timing or other ancillary matters).

(3) A transfer takes effect despite any restriction arising by virtue of contract or legislation or in any other way.

(4) In subsection (3) “restriction” includes—

(a) any restriction, inability or incapacity affecting what can and cannot be assigned or transferred (whether generally or by a particular person), and

(b) a requirement for consent (by any name).

(5) A share transfer instrument or order[F5 , a mandatory reduction instrument] [F6 or a resolution instrument] may provide for a transfer to take effect free from any trust, liability or other encumbrance (and may include provision about their extinguishment).

(6) A share transfer instrument or order[F7 , a mandatory reduction instrument] [F8 or a resolution instrument] may extinguish rights to acquire securities falling within Class 1 or 2 in section 14.

Textual Amendments

F3 Words in s. 17(1) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 24(2)

F4 Words in s. 17(1) inserted (31.12.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 2 para. 14(a); S.I. 2014/3160, art. 2(1)(b)

F5 Words in s. 17(5) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 24(3)

F6 Words in s. 17(5) inserted (31.12.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 2 para. 14(b); S.I. 2014/3160, art. 2(1)(b)

F7 Words in s. 17(6) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 24(4)

F8 Words in s. 17(6) inserted (31.12.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 2 para. 14(c); S.I. 2014/3160, art. 2(1)(b)

Commencement Information

I5 S. 17 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I6 S. 17 in force at 21.2.2009 in so far as not already in force by S.I. 2009/296, arts. 2, 3, Sch. para. 1

18 Continuity U.K.

(1) A share transfer instrument or order may provide for a transferee to be treated for any purpose connected with the transfer as the same person as the transferor.

(2) A share transfer instrument or order may provide for agreements made or other things done by or in relation to a transferor to be treated as made or done by or in relation to the transferee.

(3) A share transfer instrument or order may provide for anything (including legal proceedings) that relates to anything transferred and is in the process of being done by or in relation to the transferor immediately before the transfer date, to be continued by or in relation to the transferee.

(4) A share transfer instrument or order may modify references (express or implied) in an instrument or document to a transferor.

(5) A share transfer instrument or order may require or permit—

(a) a transferor to provide a transferee with information and assistance;

(b) a transferee to provide a transferor with information and assistance.

[F9 (5A) This section applies to a mandatory reduction instrument as it applies to a share transfer instrument; and in relation to a mandatory reduction instrument references in this section to a “transfer” are to a transfer of securities (whether made by that or another mandatory reduction instrument) and “transferor” and “transferee” are to be read accordingly.]

[F10 (6) This section applies to a resolution instrument as it applies to a share transfer instrument; and in relation to a resolution instrument references in this section to a “transfer” are to a transfer of securities (whether made by that or another resolution instrument) and “transferor” and “transferee” are to be read accordingly.]

Textual Amendments

F9 S. 18(5A) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 25

F10 S. 18(6) inserted (31.12.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 2 para. 15; S.I. 2014/3160, art. 2(1)(b)

Commencement Information

I7 S. 18 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I8 S. 18 in force at 21.2.2009 in so far as not already in force by S.I. 2009/296, arts. 2, 3, Sch. para. 1

19 Conversion and delisting U.K.

(1) A share transfer instrument or order may provide for securities to be converted from one form or class to another.

(2) A share transfer instrument or order may provide for the listing of securities, under section 74 of the Financial Services and Markets Act 2000, to be discontinued [F11 or suspended].

[F12 (3) Where the listing of securities is suspended in accordance with a share transfer instrument or order, those securities are to be treated for the purposes of section 96 of, and paragraph 23(6) of Schedule 1ZA to, the Financial Services and Markets Act 2000 as still being listed.]

Textual Amendments

F11 Words in s. 19(2) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 26(2)

F12 S. 19(3) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 26(3)

Commencement Information

I9 S. 19 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I10 S. 19 in force at 21.2.2009 in so far as not already in force by S.I. 2009/296, arts. 2, 3, Sch. para. 1

20 Directors [F13 and senior managers] U.K.

(1) A share transfer instrument may enable the Bank of England—

(a) to remove a director [F14 or senior manager] of a specified bank;

(b) to vary the service contract of a director [F14 or senior manager] of a specified bank;

(c) to terminate the service contract of a director [F14 or senior manager] of a specified bank;

(d) to appoint a director [F14 or senior manager] of a specified bank.

[F15 (1A) Subsection (1) also applies to a director [F16 or senior manager] of any undertaking which is a banking group company in respect of a specified bank.]

(2) A share transfer order may enable the Treasury—

(a) to remove a director [F17 or senior manager] of a specified bank;

(b) to vary the service contract of a director [F17 or senior manager] of a specified bank;

(c) to terminate the service contract of a director [F17 or senior manager] of a specified bank;

(d) to appoint a director [F17 or senior manager] of a specified bank.

(3) Appointments under subsection (1)(d) are to be on terms and conditions agreed with the Bank of England.

(4) Appointments under subsection (2)(d) are to be on terms and conditions agreed with the Treasury.

[F18 (5) In this section “senior manager” means a person who—

(a) exercises executive functions within a specified bank or banking group company, and

(b) is responsible, and directly accountable to the directors, for the day to day management of that bank or banking group company.]

Textual Amendments

F13 Words in s. 20 heading inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 27(4)

F14 Words in s. 20(1) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 27(2)

F15 S. 20(1A) inserted (1.8.2014) by Financial Services Act 2012 (c. 21), ss. 100(3), 122(3) (with Sch. 20); S.I. 2014/1847, art. 2

F16 Words in s. 20(1A) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 27(2)

F17 Words in s. 20(2) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 27(2)

F18 S. 20(5) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 27(3)

Commencement Information

I11 S. 20 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I12 S. 20 in force at 21.2.2009 in so far as not already in force by S.I. 2009/296, arts. 2, 3, Sch. para. 1

21 Ancillary instruments: production, registration, &c. U.K.

(1) A share transfer instrument or order may permit or require the execution, issue or delivery of an instrument.

(2) A share transfer instrument or order may provide for a transfer to have effect irrespective of—

(a) whether an instrument has been produced, delivered, transferred or otherwise dealt with;

(b) registration.

(3) A share transfer instrument or order may provide for the effect of an instrument executed, issued or delivered in accordance with the instrument or order.

(4) A share transfer instrument or order may modify or annul the effect of an instrument.

(5) A share transfer instrument or order may—

(a) entitle a transferee to be registered in respect of transferred securities;

(b) require a person to effect registration.

Commencement Information

I13 S. 21 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I14 S. 21 in force at 21.2.2009 in so far as not already in force by S.I. 2009/296, arts. 2, 3, Sch. para. 1

F19 22 Termination rights, &c. U.K.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F19 S. 22 omitted (1.1.2015) by virtue of The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 28

23 Incidental provision U.K.

(1) A share transfer instrument or order may include incidental, consequential or transitional provision.

(2) In relying on subsection (1) a share transfer instrument or order—

(a) may make provision generally or only for specified purposes, cases or circumstances, and

(b) may make different provision for different purposes, cases or circumstances.

Commencement Information

I15 S. 23 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I16 S. 23 in force at 21.2.2009 in so far as not already in force by S.I. 2009/296, arts. 2, 3, Sch. para. 1

24 Procedure: instruments U.K.

(1) As soon as is reasonably practicable after making a share transfer instrument in respect of a bank the Bank of England shall send a copy to—

(a) the bank,

(b) the Treasury,

[F20 (c) the PRA,

(ca) the FCA, and]

(d) any other person specified in the code of practice under section 5.

(2) As soon as is reasonably practicable after making a share transfer instrument the Bank of England shall publish a copy—

(a) on the Bank's internet website, F21 ...

(b) in two newspapers, chosen by the Bank of England to maximise the likelihood of the instrument coming to the attention of persons likely to be affected[F22 , and

(c) if securities issued by the bank have been admitted to trading on a regulated market (within the meaning of section 103(1) of the Financial Services and Markets Act 2000), by means of a regulatory information service (within the meaning of section 313D of that Act),

and arrange for the publication of a copy on the internet website of the bank in respect of which the instrument was made.]

(3) Where the Treasury receive a copy of a share transfer instrument under subsection (1) they shall lay a copy before Parliament.

Textual Amendments

F20 S. 24(1)(c)(ca) substituted for s. 24(1)(c) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 17 para. 12 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F21 Word in s. 24(2) omitted (1.1.2015) by virtue of The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 29

F22 Words in s. 24(2) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 29

Commencement Information

I17 S. 24 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I18 S. 24 in force at 21.2.2009 in so far as not already in force by S.I. 2009/296, arts. 2, 3, Sch. para. 1

25 Procedure: orders U.K.

(1) A share transfer order—

(a) shall be made by statutory instrument, and

(b) shall be subject to annulment in pursuance of a resolution of either House of Parliament.

(2) As soon as is reasonably practicable after making a share transfer order in respect of a bank the Treasury shall send a copy to—

(a) the bank,

(b) the Bank of England,

[F23 (c) the PRA,

(ca) the FCA, and]

(d) any other person specified in the code of practice under section 5.

(3) As soon as is reasonably practicable after making a share transfer order the Treasury shall publish a copy—

(a) on the Treasury's internet website, F24 ...

(b) in two newspapers, chosen by the Treasury to maximise the likelihood of the instrument coming to the attention of persons likely to be affected[F25 , and

(c) if securities issued by the bank have been admitted to trading on a regulated market (within the meaning of section 103(1) of the Financial Services and Markets Act 2000), by means of a regulatory information service (within the meaning of section 313D of that Act),

and arrange for the publication of a copy on the internet website of the bank in respect of which the order was made.]

Textual Amendments

F23 S. 25(2)(c)(ca) substituted for s. 25(2)(c) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 17 para. 13 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F24 Word in s. 25(3) omitted (1.1.2015) by virtue of The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 30

F25 Words in s. 25(3) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 30

Commencement Information

I19 S. 25 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I20 S. 25 in force at 21.2.2009 in so far as not already in force by S.I. 2009/296, arts. 2, 3, Sch. para. 1

26 Supplemental instruments U.K.

(1) This section applies where the Bank of England has made a share transfer instrument in accordance with section 11(2) [F26 or 12(2)] (“the original instrument”).

(2) The Bank of England may make one or more supplemental share transfer instruments.

(3) A supplemental share transfer instrument is a share transfer instrument which—

(a) provides for the transfer of securities which were issued by the bank before the original instrument and have not been transferred by the original instrument or another supplemental share transfer instrument;

(a) makes provision of a kind that a share transfer instrument may make under section 15(1)(b) (whether or not in connection with a transfer under the original instrument).

(4) Sections 7 and 8 do not apply to a supplemental share transfer instrument (but it is to be treated in the same way as any other share transfer instrument for all other purposes, including for the purposes of the application of a power under this Part).

(5) Before making a supplemental share transfer instrument the Bank of England must consult—

[F27 (a) the PRA,

(aa) the FCA, and]

(b) the Treasury.

(6) The possibility of making a supplemental share transfer instrument in reliance on subsection (2) is without prejudice to the possibility of making of a new instrument in accordance with section 11(2) [F28 or 12(2)] (and not in reliance on subsection (2) above).

Textual Amendments

F26 Words in s. 26(1) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 31(2)

F27 S. 26(5)(a)(aa) substituted for s. 26(5)(a) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 17 para. 14 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F28 Words in s. 26(6) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 31(3)

Commencement Information

I21 S. 26 in force at 21.2.2009 by S.I. 2009/296, art. 3, Sch. para. 1

[F29 26ZA Onward share transfer instruments U.K.

(1) This section applies where the Bank of England has made a share transfer instrument, in respect of securities issued by a bank, in accordance with section 12(2) (“the original instrument”).

(2) The Bank of England may make one or more onward share transfer instruments.

(3) An onward share transfer instrument is a share transfer instrument which—

(a) provides for the transfer of—

(i) securities which were issued by the bank before the original instrument and have been transferred by the original instrument or a supplemental share transfer instrument, or

(ii) securities which were issued by the bank after the original instrument;

(b) makes other provision for the purposes of, or in connection with, the transfer of securities issued by the bank (whether the transfer has been or is to be effected by that instrument, by another share transfer instrument or otherwise).

(4) An onward share transfer instrument may not transfer securities to the transferor under the original instrument.

(5) Sections 7 and 8 do not apply to an onward share transfer instrument (but it is to be treated in the same way as any other share transfer instrument for all other purposes, including for the purposes of the application of a power under this Part).

(6) Before making an onward share transfer instrument the Bank must consult—

(a) the PRA,

(b) the FCA, and

(c) the Treasury.

(7) Section 26 applies where the Bank of England has made an onward share transfer instrument.]

Textual Amendments

F29 S. 26ZA inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 9(1)

[F31 26A F30 ... reverse share transfer [F32 instruments] U.K.

(1) This section applies where the Bank of England has made a share transfer instrument in accordance with section 11(2) (“the original instrument”) [F33 or 12(2)] providing for the transfer of securities issued by a bank to a person (“the original transferee”).

(2) The Bank of England may make one or more F34 ... reverse share transfer instruments in respect of securities issued by the bank and held by the original transferee.

[F35 (2A) If the Bank of England makes an onward share transfer instrument in respect of securities transferred by the original instrument, the Bank may make one or more reverse share transfer instruments in respect of securities issued by the bank and held by a transferee under the onward share transfer instrument (“the onward transferee”).]

(3) A F34 ... reverse share transfer instrument is a share transfer instrument which—

(a) provides for transfer to the transferor under the original instrument [F36 (where subsection (2) applies)];

[F37 (ab) provides for transfer to the original transferee (where subsection (2A) applies);]

(b) makes other provision for the purposes of, or in connection with, the transfer of securities which are, could be or could have been transferred under paragraph (a) [F38 or (ab)].

(4) The Bank of England must not make a F34 ... reverse share transfer instrument [F39 under subsection (2)] without the written consent of the original transferee.

[F40 (4A) The Bank of England must not make a reverse share transfer instrument under subsection (2A) unless—

(a) the onward transferee is—

(i) a company wholly owned by the Bank of England,

(ii) a company wholly owned by the Treasury, or

(iii) a nominee of the Bank of England or the Treasury, or

(b) the reverse share transfer instrument is made with the written consent of the onward transferee.]

(5) Sections 7, 8 and 50 do not apply to a F34 ... reverse share transfer instrument (but it is to be treated in the same way as any other share transfer instrument for all other purposes including for the purposes of the application of a power under this Part).

(6) Before making a F34 ... reverse share transfer instrument the Bank of England must consult—

(a) the PRA,

(b) the FCA, and

(c) the Treasury.

(7) Section 26 applies where the Bank of England has made a F34 ... reverse share transfer instrument.]

Textual Amendments

F30 Words in s. 26A heading omitted (16.12.2016) by virtue of The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 10(1)(g)(i)

F31 S. 26A inserted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 97(2), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F32 Word in s. 26A heading inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 10(1)(g)(ii)

F33 Words in s. 26A(1) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 10(1)(a)

F34 Words in s. 26A(2)-(7) omitted (16.12.2016) by virtue of The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 10(1)(b)

F35 S. 26A(2A) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 10(1)(c)

F36 Words in s. 26A(3)(a) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 10(1)(d)(i)

F37 S. 26A(3)(ab) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 10(1)(d)(ii)

F38 Words in s. 26A(3)(b) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 10(1)(d)(iii)

F39 Words in s. 26A(4) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 10(1)(e)

F40 S. 26A(4A) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 10(1)(f)

27 Supplemental orders U.K.

(1) This section applies where the Treasury have made a share transfer order, in respect of securities issued by a bank, in accordance with section 13(2) (“the original order”).

(2) The Treasury may make one or more supplemental share transfer orders.

(3) A supplemental share transfer order is a share transfer order which—

(a) provides for the transfer of securities which were issued by the bank before the original order and have not been transferred by the original order or another supplemental share transfer order;

(b) makes provision of a kind that a share transfer order may make under section 16(1)(b), whether in connection with a transfer under the original order or in connection with a transfer under that or another supplemental order.

(4) Sections 7 and 9 do not apply to a supplemental share transfer order (but it is to be treated in the same way as any other share transfer order for all other purposes, including for the purposes of the application of a power under this Part).

(5) Before making a supplemental share transfer order the Treasury must consult—

[F41 (a) the PRA,

(aa) the FCA, and]

(b) the Bank of England.

(6) The possibility of making a supplemental share transfer order in reliance on subsection (2) is without prejudice to the possibility of making of a new order in accordance with section 13(2) (and not in reliance on subsection (2) above).

Textual Amendments

F41 S. 27(5)(a)(aa) substituted for s. 27(5)(a) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 17 para. 15 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

Commencement Information

I22 S. 27 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I23 S. 27 in force at 21.2.2009 in so far as not already in force by S.I. 2009/296, arts. 2, 3, Sch. para. 1

28 Onward transfer U.K.

(1) This section applies where the Treasury have made a share transfer order, in respect of securities issued by a bank, in accordance with section 13(2) (“the original order”).

(2) The Treasury may make one or more onward share transfer orders.

(3) An onward share transfer order is a share transfer order which—

(a) provides for the transfer of—

(i) securities which were issued by the bank before the original order and have been transferred by the original order or a supplemental share transfer order, or

(ii) securities which were issued by the bank after the original order;

(b) makes other provision for the purposes of, or in connection with, the transfer of securities issued by the bank (whether the transfer has been or is to be effected by that order, by another share transfer order or otherwise).

(4) An onward share transfer order may not transfer securities to the transferor under the original order.

(5) Sections 7 and 9 do not apply to an onward share transfer order (but it is to be treated in the same way as any other share transfer order for all other purposes, including for the purposes of the application of a power under this Part).

(6) Before making an onward share transfer order the Treasury must consult—

[F42 (a) the PRA,

(aa) the FCA, and]

(b) the Bank of England.

(7) Section 27 applies where the Treasury have made an onward share transfer order.

Textual Amendments

F42 S. 28(6)(a)(aa) substituted for s. 28(6)(a) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 17 para. 16 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

Commencement Information

I24 S. 28 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I25 S. 28 in force at 21.2.2009 in so far as not already in force by S.I. 2009/296, arts. 2, 3, Sch. para. 1

29 Reverse share transfer [F43 orders] U.K.

(1) This section applies where the Treasury have made a share transfer order in accordance with section 13(2) (“the original order”) providing for the transfer of securities issued by a bank to a person (“the original transferee”).

(2) The Treasury may make one or more reverse share transfer orders in respect of securities issued by the bank and held by the original transferee (whether or not they were transferred by the original order).

(3) If the Treasury makes an onward share transfer order in respect of securities transferred by the original order, the Treasury may make one or more reverse share transfer orders in respect of [F44 securities issued by the bank and held by a transferee under the onward share transfer order (“the onward transferee”).]

(4) A reverse share transfer order is a share transfer order which—

(a) provides for transfer to the transferor under the original order (where subsection (2) applies);

(b) provides for transfer to the original transferee (where subsection (3) applies);

(c) makes other provision for the purposes of, or in connection with, the transfer of securities which are, could be or could have been transferred under paragraph (a) or (b).

[F45 (4A) The Treasury must not make a reverse share transfer order under subsection (3) unless—

(a) the onward transferee is—

(i) a company wholly owned by the Bank of England,

(ii) a company wholly owned by the Treasury, or

(iii) a nominee of the Treasury, or

(b) the reverse share transfer order is made with the written consent of the onward transferee.]

(5) Sections 7, 9 and 51 do not apply to a reverse share transfer order (but it is to be treated in the same way as any other share transfer order for all other purposes including for the purposes of the application of a power under this Part).

(6) Before making a reverse share transfer order the Treasury must consult—

[F46 (a) the PRA,

(aa) the FCA, and]

(b) the Bank of England.

(7) Section 27 applies where the Treasury have made a reverse share transfer order.

Textual Amendments

F43 Word in s. 29 heading inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 10(2)

F44 Words in s. 29(3) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 97(3)(a), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F45 S. 29(4A) inserted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 97(3)(b), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F46 S. 29(6)(a)(aa) substituted for s. 29(6)(a) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 17 para. 17 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

Commencement Information

I26 S. 29 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I27 S. 29 in force at 21.2.2009 in so far as not already in force by S.I. 2009/296, arts. 2, 3, Sch. para. 1

[F47 29A. Interpretation: “resolution company” U.K.

In this Act “resolution company” means a bridge bank or an asset management vehicle.]

Textual Amendments

F47 S. 29A inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 32

30 [F48 Resolution company:] share transfers U.K.

[F49 (1) This section applies where the Bank of England has made—

(a) a property transfer instrument in respect of a resolution company in accordance with section 12(2) or 12ZA(3), or

(b) a share transfer instrument in respect of a resolution company in accordance with section 12(2).]

(2) The Bank of England may make one or more [F50 resolution company] share transfer instruments.

(3) A [F50 resolution company] share transfer instrument is a share transfer instrument which—

(a) provides for securities issued by the [F50 resolution company] to be transferred;

(b) makes other provision for the purposes of, or in connection with, the transfer of securities issued by the [F50 resolution company] (whether the transfer has been or is to be effected by that instrument, by another share transfer instrument or otherwise).

(4) Sections 7 and 8 do not apply to a [F50 resolution company] share transfer instrument (but it is to be treated in the same way as any other share transfer instrument for all other purposes, including for the purposes of the application of a power under this Part).

(5) Before making a [F50 resolution company] share transfer instrument the Bank of England must consult—

[F51 (a) the PRA,

(aa) the FCA, and]

(b) the Treasury.

(6) Section 26 applies where the Bank of England has made a [F50 resolution company] share transfer instrument.

Textual Amendments

F48 Words in s. 30 heading substituted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 33(4)

F49 S. 30(1) substituted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 33(2)

F50 Words in s. 30(2)-(6) substituted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 33(3)

F51 S. 30(5)(a)(aa) substituted for s. 30(5)(a) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 17 para. 18 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

Commencement Information

I28 S. 30 in force at 21.2.2009 by S.I. 2009/296, art. 3, Sch. para. 1

31 [F52 Resolution company:] reverse share transfer U.K.

(1) This section applies where the Bank of England has made a [F53 resolution company] share transfer instrument in accordance with section 30(2) (“the original instrument”) F54 ...

(2) The Bank of England may make one or more [F53 resolution company] reverse share transfer instruments in respect of securities issued by the [F53 resolution company] and held by a [F55 transferee under the original instrument].

(3) A [F53 resolution company] reverse share transfer instrument is a share transfer instrument which—

(a) provides for transfer to the transferor under the original instrument;

(b) makes other provision for the purposes of, or in connection with, the transfer of securities which are, could be or could have been transferred under paragraph (a).

[F56 (3A) The Bank of England must not make a [F53 resolution company] reverse share transfer instrument unless—

(a) the transferee under the original instrument is—

(i) a company wholly owned by the Bank of England,

(ii) a company wholly owned by the Treasury, or

(iii) a nominee of the Treasury, or

(b) the [F53 resolution company] reverse share transfer instrument is made with the written consent of the transferee under the original instrument.]

(4) Sections 7, 8 and 51 do not apply to a [F53 resolution company] reverse share transfer instrument (but it is to be treated in the same way as any other share transfer instrument for all other purposes including for the purposes of the application of a power under this Part).

(5) Before making a [F53 resolution company] reverse share transfer instrument the Bank of England must consult—

[F57 (a) the PRA,

(aa) the FCA, and]

(b) the Treasury.

(6) Section 26 applies where the Bank of England has made a [F53 resolution company] reverse share transfer instrument.

Textual Amendments

F52 Words in s. 31 heading substituted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 34(3)

F53 Words in s. 31 substituted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 34(2)

F54 Words in s. 31(1) omitted (1.4.2013) by virtue of Financial Services Act 2012 (c. 21), ss. 97(4)(a), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F55 Words in s. 31(2) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 97(4)(b), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F56 S. 31(3A) inserted (1.4.2013) by Financial Services Act 2012 (c. 21), ss. 97(4)(c), 122(3) (with Sch. 20); S.I. 2013/423, art. 3, Sch.

F57 S. 31(5)(a)(aa) substituted for s. 31(5)(a) (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 17 para. 19 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

Commencement Information

I29 S. 31 in force at 21.2.2009 by S.I. 2009/296, art. 3, Sch. para. 1

32 Interpretation: general U.K.

In this group of sections—

• “service contract” has the meaning given by section 227 of the Companies Act 2006, and

• “transfer date” means the date or time on or at which a share transfer instrument or order (or the relevant part of it) takes effect.

Commencement Information

I30 S. 32 in force at 21.2.2009 by S.I. 2009/296, art. 3, Sch. para. 1