Banking Act 2009

[F1 Chapter 5 U.K. Special cases]

Textual Amendments

F1 Pt. 1 Ch. 5 formed from ss. 83A-89G (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 98

[F2 Banks not regulated by PRA U.K.

Textual Amendments

F2 S. 83A and cross-heading inserted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 17 para. 28 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

83A Modifications of Part U.K.

(1) In the application of this Part to an FCA-regulated bank the modifications specified in the Table apply.

(2) In this section—

• “ FCA-regulated bank ” means a bank which does not carry on any activity which is a PRA-regulated activity for the purposes of the Financial Services and Markets Act 2000;

• “ immediate group ” has the meaning given by section 421ZA of the Financial Services and Markets Act 2000;

• “ PRA-authorised person ” has the meaning given by section 2B(5) of that Act.

TABLE OF MODIFICATIONS

Provision	Modification
[F3 Section 6A	Treat the reference to the PRA in subsections (3)(a) and (7) as references to the FCA.
Section 6C	Subsection (6)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.]
Section 7	(a) Treat the references to the PRA in subsections [F4 (1), (5A), (5C), (5D) and (5F)] as references to the FCA. (b) F5 . . . (c) If the bank has as a member of its immediate group a PRA-authorised person the FCA must consult the PRA before determining whether or not Condition 2 is met. [F6 (d) Subsections (5G)(a) and (5H)(a) do not apply unless the bank has as a member of its immediate group a PRA-authorised person.]
[F7 Section 7A	In subsection (1), the reference to the PRA does not apply unless the bank has as a member of its immediate group a PRA-authorised person ]
F8 . . .	F8 . . .
F8 . . .	F8 . . .
[F9 Section 8ZA	(a) Subsection (4)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person. (b) Treat the definition of “normal insolvency proceedings” in subsection (5) as including investment bank special administration, established by the Investment Bank Special Administration Regulations 2011]
Section 9	Subsection (4)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
[F10 Section 12AA	Treat the definition of “normal insolvency proceedings” in subsection (2) as including investment bank special administration, established by the Investment Bank Special Administration Regulations 2011]
Section 24	Ignore subsection (1)(c).
Section 25	Ignore subsection (2)(c).
Section 26	Subsection (5)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 26A	Subsection (6)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 27	Subsection (5)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 28	Subsection (6)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 29	Subsection (6)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 30	Subsection (5)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 31	Subsection (5)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 41	Ignore subsection (1)(c).
[F11 Section 41A	Subsection (4)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.]
Section 42	Subsection (5)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 42A	Subsection (6)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 43	Subsection (7)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 44	Subsection (6)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
[F11 Section 44A	Subsection (6)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.]
Section 45	Subsection (8)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 46	Subsection (7)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
[F11 Section 48H	Subsection (5)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 48U	Subsection (4)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 48V	Subsection (6)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.
Section 48W	Subsection (9)(a) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.]
[F10 Section 63	Treat the reference to insolvency in subsection (1A), as including investment bank special administration, established by the Investment Bank Special Administration Regulations 2011
Section 66	Treat the reference to insolvency in subsection (1ZA), as including investment bank special administration, established by the Investment Bank Special Administration Regulations 2011
Section 81AA	Treat the references to the PRA in subsections (3)(b) and (5)(a) as references to the FCA.]
Section 81B	[F12 (a) Treat the references to the PRA in subsections (2) and (2A) as references to the FCA. (b) Ignore subsection (6)(b) unless the bank has as a member of its immediate group a PRA-authorised person.]
[F13 Section 81ZBA	(a) Treat the references to the PRA in subsections (2)(a) and (2A) as references to the FCA. (b) Ignore subsection (8)(a) unless the bank has as a member of its immediate group a PRA-authorised person. (c) Treat the definition of “normal insolvency proceedings” in subsection (9) as including investment bank special administration, established by the Investment Bank Special Administration Regulations 2011]
[F11 Section 81BA	[F14 (a) Treat the references to the PRA in subsections (2)(a) and (2A) as references to the FCA. (b)] Subsection (5)(b) does not apply unless the bank has as a member of its immediate group a PRA-authorised person.]
Section 82	(a) Treat the reference to the PRA in subsection (2) as a reference to the FCA. (b) Ignore subsection (5)(a).
[F15 Section 89H	Treat the definition of “normal insolvency proceedings” in subsection (7) as including investment bank special administration, established by the Investment Bank Special Administration Regulations 2011]]

Textual Amendments

F3 Words in s. 83A(2) table inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 99(2)

F4 Words in s. 83A(2) table substituted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 99(3)(a)

F5 Words in s. 83A(2) table omitted (1.1.2015) by virtue of The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 99(3)(b)

F6 Words in s. 83A(2) table inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 99(3)(c)

F7 Words in s. 83A(2) table inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 99(4)

F8 Words in s. 83A(2) table omitted (1.1.2015) by virtue of The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 99(5)

F9 Words in s. 83A(2) table inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 99(6)

F10 Words in s. 83A(2) table inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 99(7)

F11 Words in s. 83A(2) inserted (31.12.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 2 para. 8; S.I. 2014/3160, art. 2(1)(b)

F12 Words in s. 83A(2) table substituted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 99(8)

F13 Words in s. 83A(2) table inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 99(9)

F14 Words in s. 83A(2) table inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 99(10)

F15 Words in s. 83A(2) table inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 99(11)

Building societies, &c. U.K.

84 Application of Part 1: general U.K.

This Part shall apply to building societies (within the meaning of section 119 of the Building Societies Act 1986) as it applies to banks, subject to the provisions of the Table.

Section	Topic	Modification or note
F16 . . .	F16 . . .	F16 . . .
13	Temporary public ownership	The procedure provided by section 85 has effect in place of share transfer orders.
14 to 32	Transfer of securities	The procedure provided by section 85 has effect in place of share transfer orders; and— (a) sections 28 and 30 do not apply, and (b) section 27 applies following an order under section 85 as following a share transfer order.
33	Property transfer instrument: nature	A property transfer instrument in respect of a building society may— (a) cancel shares in the building society; (b) confer rights and impose liabilities in place of cancelled shares (whether by way of actual or deemed shares in a transferee building society or by way of other rights and liabilities in relation to a transferee bank).
33 and 36	Property transfer instrument: continuity	A property transfer instrument in respect of a bank which provides for transfer to a building society may confer rights and impose liabilities by way of actual or deemed shares in the building society.
34	Property transfer instrument: effect	A property transfer instrument may, in particular, have effect without causing sections 93 to 102D of the Building Societies Act 1986 (mergers and transfers) to apply.
42	Supplemental property transfer instrument	A supplemental property transfer instrument in respect of a building society may— (a) cancel shares in the building society; (b) confer rights and impose liabilities in place of cancelled shares (whether by way of actual or deemed shares in a transferee building society or by way of other rights and liabilities in relation to a transferee bank).
45	Temporary public ownership: property transfer	(a) Section 45 applies following an order under section 85 as following a share transfer order. (b) A property transfer order in respect of a building society may cancel shares in the building society.
49 to 62	Compensation	(a) A reference to a share transfer order includes a reference to an order under section 85. (b) A resolution fund order may not be made under section 51(2)(b). (c) If and in so far as an order under section 85 provides for the issue of new deferred shares, section 51(2) shall not apply [F17 but the Treasury may make a third party compensation order].
63 to 75	Incidental functions	A reference to a share transfer order includes a reference to an order under section 85.

Textual Amendments

F16 Words in s. 84 omitted (1.1.2015) by virtue of The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 100(1)

F17 Words in s. 84 inserted (8.4.2010) by Financial Services Act 2010 (c. 28), ss. 21(5), 26(1)(f)

Commencement Information

I1 S. 84 in force at 21.2.2009 by S.I. 2009/296, art. 3, Sch. para. 1

85 Temporary public ownership U.K.

(1) For the purpose of exercising the [F18 fifth] stabilisation option in respect of a building society the Treasury may make one or more orders for the purposes of—

(a) arranging for deferred shares of a building society to be publicly owned,

(b) cancelling private membership rights in the building society,

(c) allowing the building society to continue in business while in public ownership, and

(d) eventually either winding up or dissolving the building society.

(2) For the purpose specified in subsection (1)(a) an order may—

(a) arrange for the transfer of existing deferred shares;

(b) provide for new deferred shares.

(3) For the purpose of arranging for the transfer of existing deferred shares an order may—

(a) provide for deferred shares to be transferred;

(b) make other provision for the purposes of, or in connection with, the transfer of deferred shares (whether or not the transfer has been or is to be effected by the order, by another order under this section or otherwise);

(c) relate to all or any specified class or description of deferred shares issued by the building society.

(4) For the purpose of providing for new deferred shares an order may—

(a) issue or allow the Treasury to issue new deferred shares on behalf of the building society;

(b) specify or allow the Treasury to specify the terms and effect of new deferred shares;

(c) specify or allow the Treasury to specify the recipient of new deferred shares.

(5) For the purpose specified in subsection (1)(b) an order may—

(a) cancel or permit the cancellation of shares (whether or not deferred) in the building society;

(b) confer rights and impose liabilities, or allow them to be conferred and imposed, in place of cancelled shares;

(c) prevent the issue or acquisition of shares in or other rights in respect of the building society otherwise than in accordance with the order.

(6) For the purpose specified in subsection (1)(c) an order may make any provision which the Treasury think desirable to facilitate the business of the building society after the making of provision in accordance with subsections (3) to (5).

(7) An order in respect of a building society may—

(a) make provision expressly or impliedly disapplying or modifying the memorandum or rules of the building society;

(b) disapply or modify an enactment about, or in its application to, building societies.

(8) The following sections apply to orders under this section as to share transfer orders: sections 17, 18, 20, 21, F19 ... , 23, 25[F20 , 48Z], 71, [F21 73 and 83Z2].

Textual Amendments

F18 Word in s. 85(1) substituted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 100(3)

F19 Word in s. 85(8) omitted (1.1.2015) by virtue of The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 100(4)(a)

F20 Word in s. 85(8) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 100(4)(b)

F21 Words in s. 85(8) substituted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 100(4)(c)

Commencement Information

I2 S. 85 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I3 S. 85 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

86 Distribution of assets on dissolution or winding up U.K.

(1) The Treasury may by order make provision about the distribution of surplus assets of a building society which—

(a) is the subject of a property transfer instrument or order, and

(b) is later wound up or dissolved by consent.

(2) An order under section 85 may include provision about the distribution of surplus assets of the building society if it is later wound up or dissolved by consent.

(3) “Surplus” means remaining after the satisfaction of liabilities to creditors and shareholders.

(4) An order under or by virtue of this section—

(a) may include any provision of a kind that may be made by order under section 90B of the Building Societies Act 1986 (power to alter priorities on dissolution or winding up),

(b) may be made whether or not the power under that section has been exercised, and

(c) shall be treated for all procedural purposes in the same way as an order under that section.

Commencement Information

I4 S. 86 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I5 S. 86 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

87 Interpretation U.K.

(1) Expressions used in this group of sections and in the Building Societies Act 1986 have the same meaning in this group of sections as in that Act.

(2) An order under section 119(1) of that Act defining “deferred shares”—

(a) may make special provision for the meaning of that expression in the application of this group of sections, and

(b) shall otherwise apply to this group of sections as to that Act.

Commencement Information

I6 S. 87 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I7 S. 87 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

88 Consequential provision U.K.

(1) The Treasury may by order make provision, in addition to the provisions of this group of sections, in consequence of the application of this Part to building societies.

(2) An order may, in particular, amend or modify the effect of an enactment (including a fiscal enactment) passed before the commencement of this Part.

(3) An order—

(a) shall be made by statutory instrument, and

(b) may not be made unless a draft has been laid before and approved by resolution of each House of Parliament.

Commencement Information

I8 S. 88 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I9 S. 88 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

89 Credit unions U.K.

(1) The Treasury may by order provide for the application of this Part to credit unions (within the meaning of section 31 of the Credit Unions Act 1979) subject to modifications set out in the order.

(2) An order may disapply, modify or apply (with or without modifications) any enactment which relates, or in so far as it relates, to credit unions.

(3) An order—

(a) shall be made by statutory instrument, and

(b) may not be made unless a draft has been laid before and approved by resolution of each House of Parliament.

(4) Provision made under or by virtue of this Part may make special provision in relation to the application of this Part to credit unions.

(5) In the application of this section to Northern Ireland the reference to section 31 of the Credit Unions Act 1979 is to be treated as a reference to Article 2 of the Credit Unions (Northern Ireland) Order 1985.

Commencement Information

I10 S. 89 in force at 17.2.2009 for specified purposes by S.I. 2009/296, arts. 2, 3, Sch. para. 1

I11 S. 89 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

[F22 Investment firms U.K.

Textual Amendments

F22 S. 89A and cross-heading inserted (5.6.2014 for specified purposes, 1.8.2014 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 101(5), 122(3) (with Sch. 20); S.I. 2014/1447, art. 2(e); S.I. 2014/1847, art. 2

89A Application to investment firms U.K.

(1) This Part applies to investment firms as it applies to banks, subject to the modifications in [F23 the following Table—

Provision	Modification
Section 1	Ignore subsection (2)(b).
Section 4	Ignore subsections (2)(b), (6) and (7)(b).
Section 5	Ignore subsection (1)(b).
Section 7	Ignore subsection (7).
Section 8	Ignore subsection (2)(c).
Section 8ZA	In subsection (5), ignore the reference to the bank insolvency procedure.
Section 12AA	In subsection (2), in the definition of “normal insolvency proceedings” ignore the reference to the bank insolvency procedure.
Section 14	Ignore subsection (5).
Section 60	In subsection (3)(c), ignore the reference to bank insolvency.
Section 60B	In subsection (4), ignore the reference to bank insolvency.
Section 63	In subsection (1A), ignore the reference to bank insolvency.
Section 66	In subsection (1ZA), ignore the reference to bank insolvency.]

[F24 (2) In the case of investment firms which are FCA-regulated investment firms, in subsection (1) the reference to this Part is a reference to this Part as it applies to FCA-regulated banks by virtue of section 83A.

(3) In this section—

• “FCA-regulated bank” has the meaning given by section 83A(2);

• “FCA-regulated investment firm” means an investment firm which does not carry on any activity which is a PRA-regulated activity for the purposes of the Financial Services and Markets Act 2000.]]

Textual Amendments

F23 Words in s. 89A(1) substituted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 101(2)

F24 S. 89A(2)(3) substituted for s. 89A(2) (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 101(3)

[F25 [F26 Recognised central counterparties] U.K.

Textual Amendments

F25 Ss. 89B-89G and cross-heading inserted (5.6.2014 for specified purposes, 1.8.2014 in so far as not already in force) by Financial Services Act 2012 (c. 21), ss. 102(6), 122(3) (with Sch. 20); S.I. 2014/1447, art. 2(h); S.I. 2014/1847, art. 2

F26 Words in Act substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 25(2) (with regs. 52-58)

89B Application to [F26 recognised central counterparties] U.K.

(1) [F27 Subject to subsection (1ZA), this Part] applies to [F26 recognised central counterparties] as it applies to banks, subject to—

[F28 (za) subsection (1A),]

(a) the modifications specified in subsections (2) to (5), and in the Table in subsection (6), and

(b) any other necessary modifications.

[F29 (1ZA) For the purposes of this section and sections 89C to 89G, this Act has effect disregarding any amendments made by the Bank Recovery and Resolution Order 2014.]

[F30 (1A) The provisions relating to the third stabilisation option (bail-in) are to be disregarded in the application of this Part to recognised central counterparties.]

(2) For section 13 substitute—

13 “Transfer of ownership

(1) The [F31 fourth] stabilisation option is to transfer ownership of the [F26 recognised central counterparty] to any person.

(2) For that purpose the Bank of England may make one or more share transfer instruments.”

(3) For sections 28 and 29 substitute—

28 “Onward transfer

(1) This section applies where the Bank of England has made a share transfer instrument, in respect of securities issued by a [F26 recognised central counterparty], in accordance with section 13(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 [F26 recognised central counterparty] 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 [F26 recognised central counterparty] after the original instrument;

(b) makes other provision for the purposes of, or in connection with, the transfer of securities issued by the [F26 recognised central counterparty] (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) The Bank of England may not make an onward share transfer instrument unless the transferee under the original instrument is—

(a) the Bank of England,

(b) a nominee of the Treasury, or

(c) a company wholly owned by the Bank of England or the Treasury.

(6) 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).

(7) Before making an onward share transfer instrument the Bank of England must consult—

(a) if the [F26 recognised central counterparty] is a PRA-authorised person, the PRA, and

(b) the FCA.

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

29 Reverse share transfer

(1) This section applies where the Bank of England has made a share transfer instrument in accordance with section 13(2) (“the original instrument”) providing for the transfer of securities issued by a [F26 recognised central counterparty] to a person (“the original transferee”).

(2) The Bank of England may make one or more reverse share transfer instruments in respect of securities issued by the [F26 recognised central counterparty] and held by the original transferee (whether or not they were transferred by the original instrument).

(3) 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 [F26 recognised central counterparty] and held by a transferee under the onward share transfer instrument (“the onward transferee”).

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

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

(5) The Bank of England may not make a reverse share transfer instrument under subsection (2) unless—

(a) the original transferee is—

(i) the Bank of England,

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

(iii) a nominee of the Treasury, or

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

(6) The Bank of England may not make a reverse share transfer instrument under subsection (3) unless—

(a) the onward transferee is—

(i) the Bank of England,

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

(iii) a nominee of the Treasury, or

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

(7) Sections 7 and 8 do not apply to a 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).

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

(a) if the [F26 recognised central counterparty] is a PRA-authorised person, the PRA, and

(b) the FCA.

(9) Section 26 applies where the Bank of England has made a reverse share transfer instrument.”

(4) For sections 45 and 46 substitute—

45 “Transfer of ownership: property transfer

(1) This section applies where the Bank of England has made a share transfer instrument, in respect of securities issued by a [F26 recognised central counterparty], in accordance with section 13(2) (“the original instrument”).

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

(3) A property transfer instrument is an instrument which—

(a) provides for property, rights or liabilities of the [F26 recognised central counterparty] to be transferred (whether accruing or arising before or after the original instrument);

(b) makes other provision for the purposes of, or in connection with, the transfer of property, rights or liabilities of the [F26 recognised central counterparty] (whether the transfer has been or is to be effected by the instrument or otherwise).

(4) The Bank of England may not make a property transfer instrument in accordance with this section unless the original instrument transferred securities to—

(a) the Bank of England,

(b) a company wholly owned by the Bank of England or the Treasury, or

(c) a nominee of the Treasury.

(5) Sections 7 and 8 do not apply to a property transfer instrument made in accordance with this section.

(6) Section 42 applies where the Bank of England has made a property transfer instrument in accordance with this section.

(7) Before making a property transfer instrument in accordance with this section, the Bank of England must consult—

(a) if the [F26 recognised central counterparty] is a PRA-authorised person, the PRA, and

(b) the FCA.

46 Transfer of ownership: reverse property transfer

(1) This section applies where the Bank of England has made a property transfer instrument in accordance with section 45(2) (“the original instrument”).

(2) The Bank of England may make one or more reverse property transfer instruments in respect of property, rights or liabilities of the transferee under the original instrument.

(3) A reverse property transfer instrument is a property 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 property, rights or liabilities which are, could be or could have been transferred.

(4) The Bank of England must not make a reverse property transfer instrument unless—

(a) the transferee under the original instrument is—

(i) the Bank of England,

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

(iii) a nominee of the Treasury, or

(b) the reverse property transfer instrument is made with the written consent of the transferee under the original instrument.

(5) Sections 7 and 8 do not apply to a reverse property transfer instrument made in accordance with this section.

(6) Before making a reverse property transfer instrument in accordance with this section, the Bank of England must consult—

(a) if the [F26 recognised central counterparty] is a PRA-authorised person, the PRA, and

(b) the FCA.

(7) Section 42 applies where the Bank of England has made a reverse property transfer instrument in accordance with this section.”

(5) For section 81 substitute—

81 “Transfer of ownership: report

(1) This section applies where the Bank of England makes one or more share transfer instruments in respect of a [F26 recognised central counterparty] under section 13(2).

(2) The Bank must report to the Chancellor of the Exchequer about the exercise of the power to make share transfer instruments under that section.

(3) The report must comply with any requirements as to content specified by the Treasury.

(4) The report must be made as soon as is reasonably practicable after the end of one year beginning with the date of the first transfer instrument made under section 13(2).”

(6) The table mentioned in subsection (1)(a) is as follows—

TABLE OF MODIFICATIONS

Provision	Modification
Section 1	Ignore subsection (2)(b) and (c).
	In subsection (3)(c), for “to temporary public ownership” substitute “ of ownership ”.
	In subsection (4)(a), for “15, 16, 26 to 31 and 85” substitute “ 15, 26 and 28 to 31 ”.
Section 4	Ignore subsection (2)(b) and (c).
	Ignore subsection (3)(a), (b) and (ba).
	In subsection (5), for “banking” substitute “ financial ”.
	In subsection (6), for “protect depositors” substitute “ maintain the continuity of central counterparty clearing services ”.
	Ignore subsections (8A), (8B) and (9).
Section 5	Ignore subsection (1)(b) and (c).
	In subsection (3)— (a) for “Sections 12 and 13 require” substitute “ Section 12 requires ”, and (b) ignore the words “and temporary public ownership”.
Section 6	In subsection (4)— (a) after “Before” insert “ issuing or ”, and (b) ignore paragraph (d).
	In subsection (5) after “after” insert “ issuing or ”.
Section 7	In subsection (1), for “PRA” substitute “ Bank of England ”.
	In subsection (2), for the words following “satisfy the” substitute “ recognition requirements ”.
	The Bank of England may treat Condition 1 as met if satisfied that it would be met but for the withdrawal or possible withdrawal of critical clearing services by the [F26 recognised central counterparty].
	In subsection (3), for “satisfy the threshold conditions” substitute “ maintain the continuity of any critical clearing services it provides while also satisfying the recognition requirements ”.
	In subsection (4), for “PRA” substitute “ Bank of England ”.
	Ignore subsection (4A).
	In subsection (5)— (a) for “PRA” substitute “ Bank of England ”, and (b) ignore paragraph (a) unless the [F26 recognised central counterparty] is a PRA-authorised person, in which case for “Bank of England” substitute “ PRA ”.
	Ignore subsections (7) and (8).
	For the purposes of section 7— (a) “critical clearing services” means central counterparty clearing services the withdrawal of which may, in the Bank of England's opinion, threaten the stability of the financial systems of the United Kingdom, and (b) “recognition requirements” means the requirements resulting from section 286 of the Financial Services and Markets Act 2000.
Section 8	In subsection (1), omit “in accordance with section 11(2) or 12(2)”.
	Ignore subsection (2)(c) and (d).
	In subsection (3), ignore paragraph (a) unless the [F26 recognised central counterparty] is a PRA-authorised person.
	In subsection (4), ignore the words “in accordance with section 11(2) or 12(2)”.
Section 9	Ignore section 9.
Section 11	Ignore subsection (2)(a).
Section 13	See above.
Section 14	Ignore subsection (5).
Section 16	Ignore section 16.
Section 20	Ignore subsections (2) and (4).
Section 24	In subsection (1), ignore paragraph (c) unless the [F26 recognised central counterparty] is a PRA-authorised person.
Section 25	Ignore section 25.
Section 26	In subsection (1), for “11(2)” substitute “ 13(2) ”.
	In subsection (5), ignore paragraph (a) unless the [F26 recognised central counterparty] is a PRA-authorised person.
	In subsection (6), for “11(2)” substitute “ 13(2) ”.
Sections 26A and 27	Ignore sections 26A and 27.
Sections 28 and 29	See above.
Section 30	In subsection (5), ignore paragraph (a) unless the [F26 recognised central counterparty] is a PRA-authorised person.
Section 31	In subsection (4), for “7, 8 and 51” substitute “ 7 and 8 ”.
	In subsection (5), ignore paragraph (a) unless the [F26 recognised central counterparty] is a PRA-authorised person.
Section 41	In subsection (1), ignore paragraph (c) unless the [F26 recognised central counterparty] is a PRA-authorised person.
Section 42	In subsection (5), ignore paragraph (a) unless the [F26 recognised central counterparty] is a PRA-authorised person.
Section 42A	In subsection (5), for “7, 8 and 50” substitute “ 7 and 8 ”.
	In subsection (6), ignore paragraph (a) unless the [F26 recognised central counterparty] is a PRA-authorised person.
Section 43	In subsection (6), for “7, 8 and 52” substitute “ 7 and 8 ”.
	In subsection (7), ignore paragraph (a) unless the [F26 recognised central counterparty] is a PRA-authorised person.
Section 44	In subsection (5), for “7, 8 and 52” substitute “ 7 and 8 ”.
	In subsection (6), ignore paragraph (a) unless the [F26 recognised central counterparty] is a PRA-authorised person.
Sections 45 and 46	See above.
Sections 49 to 53	Ignore sections 49 to 53.
Section 54	In subsection (1), for “A compensation scheme order” substitute “ An order under section 89F ”.
	In subsection (4)(b), for “compensation scheme order” substitute “ the order under section 89F ”.
Section 55	In subsection (10), for “to which section 62 applies” substitute “ under section 89F ”.
Section 56	In subsection (6), for “to which section 62 applies” substitute “ under section 89F ”.
Section 57	In subsection (1), for “A compensation scheme order” substitute “ An order under section 89F ”.
	In subsection (4)(a), for “has had a permission under Part 4A of the Financial Services and Markets Act 2000 (regulated activities) varied or cancelled” substitute “ no longer qualifies as a recognised body under Part 18 of the Financial Services and Markets Act 2000 (recognised investment exchanges and clearing houses) or is subject to a requirement imposed under that Part ”.
Section 58	In subsection (1), for “A resolution fund order” substitute “ An order under section 89F that provides for transferors to become entitled to the proceeds of the disposal of things transferred ”.
	Ignore subsection (3).
	In subsection (4), for “A resolution fund order” substitute “ An order under section 89F that provides for transferors to become entitled to the proceeds of the disposal of things transferred ”.
	In subsection (5), for “A resolution fund order” substitute “ An order under section 89F that provides for transferors to become entitled to the proceeds of the disposal of things transferred ”.
	Ignore subsections (6) to (8).
Section 59	Ignore section 59.
Section 60	In subsection (3)(c), ignore the references to bank insolvency and bank administration.
	In subsection (4)— (a) ignore paragraphs (a) and (b), and (b) in paragraph (c), for “a third party compensation order” substitute “ an order under section 89F ”.
	In subsection (5)— (a) ignore paragraph (a), and (b) in paragraph (c), for “a compensation scheme order or resolution fund order” substitute “ an order under section 89F ”.
Section 61	In subsection (1)— (a) ignore paragraphs (a) to (c), and (b) treat the subsection as including a reference to orders under section 89F.
	Ignore subsection (2)(b).
Section 62	Ignore section 62.
Section 65	In subsection (1)(a)(ii), for “order” substitute “ instrument ”.
	In subsection (3)— (a) in paragraph (a), ignore the words “where subsection (1)(a)(i) applies”, and (b) ignore paragraph (b).
Section 66	In subsection (1)— (a) in paragraph (a), ignore the reference to section 11(2)(a), (b) in paragraph (d)(i), ignore the words following “England”, and (c) ignore paragraph (d)(ii).
Section 68	In subsection (1)(a), for “order” substitute “ instrument ”.
Section 69	In subsection (4)— (a) in paragraph (a), ignore the words “in relation to sections 63 and 64”, and (b) ignore paragraph (b).
Section 70	In subsection (3)— (a) in paragraph (a), ignore the words “in relation to section 63”, and (b) ignore paragraph (b).
Section 71	Ignore subsection (1)(a).
Section 72	Ignore subsection (1)(a).
Section 73	Ignore subsection (1)(a).
Section 79A	In subsection (2), ignore the words “share transfer instruments and”.
Section 81	See above.
Section 81B	In subsection (1), for “or 12(2)” substitute “ , 12(2) or 13(2) ”.
	[F32 In subsection (2), for “PRA” substitute “Bank of England”]
	Ignore subsection (3)(c) and (d).
	In subsection (6), ignore paragraph (b) unless the clearing house is a PRA-authorised person.
Section 81C	In subsection (2), ignore the words “and the bank administration procedure”.
	Ignore subsection (3).
Sections 82 and 83	Ignore sections 82 and 83.

Textual Amendments

F27 Words in s. 89B(1) substituted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 102(2)

F28 S. 89B(1)(za) inserted (31.12.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 2 para. 9(a); S.I. 2014/3160, art. 2(1)(b)

F29 S. 89B(1ZA) inserted (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 102(3)

F30 S. 89B(1A) inserted (31.12.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 2 para. 9(b); S.I. 2014/3160, art. 2(1)(b)

F31 Word in s. 89B(2) substituted (31.12.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 2 para. 9(c); S.I. 2014/3160, art. 2(1)(b)

F32 Words in s. 89B(6) inserted (1.3.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), s. 148(5), Sch. 10 para. 7; S.I. 2014/377, art. 2(1)(a), Sch. Pt. 1

89C [F33 Recognised central counterparty] rules U.K.

(1) A property transfer instrument made in respect of a [F26 recognised central counterparty] may make provision about the consequences of a transfer for the rules of the [F33 recognised central counterparty].

(2) In particular, an instrument may—

(a) modify or amend the rules of a [F26 recognised central counterparty];

(b) in a case where some, but not all, of the business of a [F26 recognised central counterparty] is transferred, make provision as to the application of the rules in relation to the parts of the business that are, and are not, transferred.

(3) Provision by virtue of this section may (but need not) be limited so as to have effect—

(a) for a specified period, or

(b) until a specified event occurs or does not occur.

Textual Amendments

F33 Words in s. 89C substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 25(3) (with regs. 52-58)

89D [F34 Recognised central counterparty] membership U.K.

(1) A property transfer instrument made in respect of a [F26 recognised central counterparty] may make provision about the consequences of a transfer for membership of the [F34 recognised central counterparty].

(2) In particular, an instrument may—

(a) make provision modifying the terms on which a person is a member of a [F26 recognised central counterparty];

(b) in a case where some, but not all, of the business of a [F26 recognised central counterparty] is transferred, provide for a person who was a member of the transferor to remain a member of the transferor while also becoming a member of the transferee.

Textual Amendments

F34 Words in s. 89D substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 25(3) (with regs. 52-58)

89E Recognition of transferee company U.K.

(1) The Bank of England may provide for a company to which the business of a [F26 recognised central counterparty] is transferred in accordance with section 12(2) to be treated as a [F35 recognised central counterparty] for the purposes of the Financial Services and Markets Act 2000—

(a) for a specified period, or

(b) until a specified event occurs.

(2) The provision may have effect—

(a) for a period specified in the instrument, or

(b) until the occurrence of an event specified or described in the instrument.

(3) The power under this section—

(a) may be exercised only with the consent of the Treasury, and

(b) must be exercised by way of provision in a property transfer instrument (or supplemental instrument).

Textual Amendments

F35 Words in s. 89E(1) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 25(4) (with regs. 52-58)

89F [F36 Recognised central counterparty] compensation orders U.K.

(1) The Treasury may by order make provision for protecting the financial interests of transferors and others in connection with any transfer under this Part as it applies by virtue of section 89B.

(2) The order may make provision establishing a scheme—

(a) for determining whether transferors should be paid compensation, or providing for transferors to be paid compensation, and establishing a scheme for paying any compensation,

(b) under which transferors become entitled to the proceeds of the disposal of things transferred in specified circumstances, and to a specified extent, and

(c) for compensation to be paid to persons other than transferors.

(3) An order—

(a) is to be made by statutory instrument, and

(b) may not be made unless a draft has been laid before and approved by resolution of each House of Parliament.

Textual Amendments

F36 Words in s. 89F substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 25(3) (with regs. 52-58)

89G Interpretation: “[F26 recognised central counterparty]” &c. U.K.

[F37 (1) In this Part, “recognised central counterparty” has the meaning given by section 285 of the Financial Services and Markets Act 2000.]

(2) But [F38 “recognised central counterparty” does not include a recognised clearing house] which is also—

(a) a bank,

(b) a building society (within the meaning of section 119 of the Building Societies Act 1986),

(c) a credit union (within the meaning of section 31 of the Credit Unions Act 1979 or Article 2(2) of the Credit Unions (Northern Ireland) Order 1985), or

(d) an investment firm.

[F39 (3) Where a stabilisation power is exercised in respect of a recognised central counterparty, the body does not cease to be a recognised central counterparty for the purposes of this Part if the recognition order under Part 18 of the Financial Services and Markets Act 2000 is later revoked.]

(4) In this Part—

• F40 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• “PRA-authorised person” has the meaning given by section 2B(5) of the Financial Services and Markets Act 2000.]

Textual Amendments

F37 S. 89G(1) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 25(5)(a) (with regs. 52-58)

F38 Words in s. 89G(2) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 25(5)(b) (with regs. 52-58)

F39 S. 89G(3) substituted (1.4.2013) by The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 25(5)(c) (with regs. 52-58)

F40 Words in s. 89G(4) omitted (1.4.2013) by virtue of The Financial Services and Markets Act 2000 (Over the Counter Derivatives, Central Counterparties and Trade Repositories) Regulations 2013 (S.I. 2013/504), regs. 1(2), 25(5)(d) (with regs. 52-58)