PART 17A

Transformer Vehicles

Transformer vehicles
284A
1
In this section “
transformer vehicle
” means an undertaking (“A”) which—
a
is established for the purposes of carrying on the activities mentioned in subsection (2), or
b
carries on those activities.
2
The activities referred to in subsection (1) are—
a
assuming risk from another undertaking (“B”), and
b
fully funding A's exposure to that risk by issuing investments where the repayment rights of the investors are subordinated to A's obligations to B in respect of the risk.
3
The Treasury may by regulations make provision for facilitating, and provision for regulating—
a
the establishment and operation of transformer vehicles;
b
the activities mentioned in subsection (2);
c
the trading of investments issued by transformer vehicles.
4
Regulations under subsection (3) may (amongst other things) make provision—
a
for the incorporation and registration in the United Kingdom of bodies corporate;
b
for a body incorporated by virtue of the regulations to take such form and name as may be determined in accordance with the regulations;
c
as to the purposes for which such a body may exist and the investments which it may issue;
d
as to the constitution, ownership, management and operation of such a body;
e
for such a body to comprise different parts;
f
for such parts to have legal personality distinct from that of the body;
g
as to the holding and management of the assets and liabilities of such a body, including provision for the segregation of assets and liabilities relating to different risks;
h
as to the powers, duties, rights and liabilities of such a body and of other persons, including—
i
its directors and other officers;
ii
its shareholders, and persons who hold the beneficial title to shares in it without holding the legal title;
iii
its auditor;
iv
any persons holding assets for it;
v
any persons who act or purport to act on its behalf;
i
as to the merger of one or more such bodies and the division of such a body;
j
for the appointment and removal of an auditor for such a body;
k
as to the winding up and dissolution of such a body;
l
enabling the FCA or the PRA to apply to a court for an order removing or replacing any director of, or person holding assets for, such a body;
m
for the carrying out of investigations by persons appointed by the FCA or the PRA.
5
If regulations under subsection (3) make the provision mentioned in subsection (4)(e) references in subsection (4) to a body include its constituent parts.
6
Regulations under subsection (3) may—
a
impose criminal liability;
b
confer functions on the FCA or the PRA (including the functions of making rules and giving directions);
c
authorise the FCA or the PRA to require the Council of Lloyd's to exercise functions on its behalf (including functions conferred otherwise than by the regulations);
d
confer jurisdiction on any court or on the Tribunal;
e
provide for fees to be charged by the FCA or the PRA in connection with the carrying out of any of their functions under the regulations (including fees payable on a periodical basis);
f
modify, exclude or apply (with or without modifications) any primary or subordinate legislation (including any provision of, or made under, this Act);
g
make consequential amendments, repeals and revocations of any such legislation;
h
modify or exclude any rule of law.
7
Regulations under subsection (3) may make the provision mentioned in subsection (6)(c) only with the consent of the Council of Lloyd's.
8
The provision that may be made by virtue of subsection (6)(f) includes provision extending or adapting any power to make subordinate legislation.
9
Regulations under subsection (3) may provide that a reference in the regulations to, or to any provision of, legislation (including
...
legislation of a country or territory outside the United Kingdom) is to be construed as a reference to that legislation or that provision as amended from time to time.
10
In this section—
- “
investment
” includes any asset, right or interest;
- “
primary legislation
” means an Act, an Act of the Scottish Parliament, a Measure or Act of the National Assembly for Wales, or Northern Ireland legislation;
- “
subordinate legislation
” means an instrument made under primary legislation.
11
If a statutory instrument containing regulations under this section would, apart from this subsection, be treated as a hybrid instrument for the purposes of the Standing Orders of either House of Parliament, it is to proceed in that House as if it were not a hybrid instrument.
Words in s. 284A(9) omitted (31.12.2020) by virtue of The Solvency 2 and Insurance (Amendment, etc.) (EU Exit) Regulations 2019 (S.I. 2019/407), regs. 1(2), 5(2) (as amended by S.I. 2020/1385, regs. 1(2), 54(2))
Pt. 17A inserted (4.5.2016) by Bank of England and Financial Services Act 2016 (c. 14), ss. 31(2), 41(1)