The Bank Recovery and Resolution ( No. 2) Order 2014

Requirement to increase or remove limit on share capital U.K.

155.—(1) This article applies where—

(a) the memorandum of association of a UK entity which is a company includes a statement of the amount of the entity's authorised share capital; and

(b) the resolution plan being drawn up for the entity or the group resolution plan being drawn up for the relevant group of which the entity is the [F1 UK] parent undertaking or a group subsidiary includes provision for the application in respect of the entity of the stabilisation option referred to in paragraph (c) of section 1(3) of the Banking Act 2009 (the bail-in option).

(2) The Bank must determine whether it is appropriate to require the entity to alter the memorandum for the purpose of increasing the amount of authorised share capital or removing the statement of that amount.

(3) For this purpose the Bank must have regard to the provision which the plan concerned is to make in relation to resolution [F2 tools and resolution powers] and to the matters referred to in paragraphs (4) and (5).

(4) The amount of authorised share capital must be adequate to ensure that where the Bank exercises a relevant power, the entity is able to issue new shares or other instruments of ownership to facilitate the conversion of liabilities into shares or other instruments of ownership.

(5) The amount of the authorised share capital must not be less than the sum of [F3 the following amounts—

(a) the amount by which the Bank has assessed that Common Equity Tier 1 instruments must be reduced and relevant capital instruments must be written down or converted pursuant to section 6B, 12AA, 48Y or 81AA of the Banking Act 2009; and

(b) the aggregate amount assessed by the Bank pursuant to section 6E or 48X of that Act.]

(6) The Bank must make the determination under paragraph (2) when it draws up the resolution plan F4 ....

(7) In this article “relevant power” means the power conferred by sections 12A (bail-in option), 48B (special bail-in provision) and 81BA (bail-in option) of the Banking Act 2009 M1 to convert the entity's eligible liabilities into Common Equity Tier 1 instruments of—

(a) the entity; or

(b) a parent undertaking of the entity.

Textual Amendments

F1 Word in art. 155(1)(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. 3 para. 88(2); 2020 c. 1, Sch. 5 para. 1(1)

F2 Words in art. 155(3) 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. 3 para. 88(3); 2020 c. 1, Sch. 5 para. 1(1)

F3 Words in art. 155(5) 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. 3 para. 88(4); 2020 c. 1, Sch. 5 para. 1(1)

F4 Words in art. 155(6) omitted (31.12.2020) by virtue of The Bank Recovery and Resolution and Miscellaneous Provisions (Amendment) (EU Exit) Regulations 2018 (S.I. 2018/1394), reg. 1(2), Sch. 3 para. 88(5); 2020 c. 1, Sch. 5 para. 1(1)

Marginal Citations

M1 Sections 12A, 48B and 81BA were inserted by the Financial Services (Banking Reform) Act 2013, Schedule 2, paragraphs 1, 2, 4 and 7(1); and were amended by S.I. 2014/3329.