Introduction

1 Meaning of “authorised UK deposit-taker”

(1) In this Act “authorised UK deposit-taker” means a UK undertaking that under Part 4 of FSMA 2000 has permission to accept deposits.

(2) That expression does not, however, include such an undertaking with permission to accept deposits only for the purposes of, or in the course of, an activity other than accepting deposits.

2 Cases where Treasury’s powers are exercisable

(1) The power of the Treasury to make an order under—

(a) section 3 (transfer of securities issued by an authorised UK deposit-taker), or

(b) section 6 (transfer of property, rights and liabilities of an authorised UK deposit-taker),

is exercisable in relation to an authorised UK deposit-taker if (and only if) it appears to the Treasury to be desirable to make the order for either or both of the following purposes.

This is subject to subsection (7).

(2) The purposes are—

(a) maintaining the stability of the UK financial system in circumstances where the Treasury consider that there would be a serious threat to its stability if the order were not made;

(b) protecting the public interest in circumstances where financial assistance has been provided by the Treasury to the deposit-taker for the purpose of maintaining the stability of the UK financial system.

(3) The reference in subsection (2)(b) to the provision of financial assistance by the Treasury to the deposit-taker includes—

(a) any case where the Bank of England has provided financial assistance to the deposit-taker and—

(i) the Treasury have assumed a liability in respect of the assistance,

(ii) the liability is of a kind of which the Treasury are expected to give relevant notice, and

(iii) the Treasury have given relevant notice of the liability;

(b) any case where the Chancellor of the Exchequer has announced that the Treasury (whether acting alone or with the Bank of England) would, if necessary, put in place relevant guarantee arrangements in relation to the deposit-taker (as well as any case where any such arrangements have been put in place, whether or not following such an announcement).

(4) For the purposes of subsection (3) the Treasury give “relevant notice” of a liability if—

(a) they lay a Minute before the House of Commons containing information about the liability, or

(b) they give written notice containing such information to the person who chairs the House of Commons Committee of Public Accounts and the person who chairs the House of Commons Treasury Committee.

(5) It is immaterial whether the notice or announcement mentioned in subsection (3) is given or made before or after the passing of this Act.

(6) In this Act “relevant guarantee arrangements”, in relation to any authorised UK deposit-taker, means any guarantee arrangements for protecting some or all of the depositors or other creditors of the deposit-taker.

(7) Where an order has been made under section 3 or 6 in relation to any authorised UK deposit-taker, subsection (1) does not apply in relation to any subsequent exercise of the power to make an order under either of those sections in relation to that deposit-taker.

(8) The power of the Treasury to make an order under section 3 or 6 in relation to an authorised UK deposit-taker may not be exercised after the end of the period of one year beginning with the day on which this Act is passed.

(9) Subsection (8) does not affect the continuation in force or effect of any order made or other thing done by virtue of either of those sections before the end of that period.

(10) In this section “the UK financial system” means the financial system in the United Kingdom.

(11) Section 13 of the National Audit Act 1983 (c. 44) (interpretation of references to Committee of Public Accounts) applies for the purposes of this section, but as if—

(a) the references in that section to that Act were to this Act, and

(b) the references in that section to the House of Commons Committee of Public Accounts included the House of Commons Treasury Committee.

Transfer of securities

3 Transfer of securities

(1) The Treasury may, in relation to all or any securities of a specified description that have been issued by an authorised UK deposit-taker, by order make provision for or in connection with, or in consequence of, the transfer of the securities to any of the following—

(a) the Bank of England;

(b) a nominee of the Treasury;

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

(d) any body corporate not within paragraph (c).

(2) Schedule 1 specifies particular kinds of provisions that may be included in an order under this section.

(3) Where an order providing for the transfer of any securities has been made under this section, the power to make an order under this section may be subsequently exercised so as to make provision in connection with, or in consequence of, the transfer (including provision of a kind specified in Schedule 1) even though the order does not itself provide for the transfer of any securities.

(4) Where an order under this section or section 6 (“the initial order”) has been made in relation to an authorised UK deposit-taker, the power to make an order under this section may be subsequently exercised in relation to that deposit-taker whether or not any transfer of securities provided for by the order is to the person to whom any transfer was made by or under the initial order.

(5) For the purposes of this section any provision made by an order under this section in relation to any transaction or event taking place while securities transferred by such an order are held by a person within subsection (1)(a), (b) or (c) is to be regarded as provision made in consequence of the transfer.

4 Extinguishment of subscription rights

(1) This section applies where the Treasury make, or have made, an order under section 3 providing for the transfer of securities issued by an authorised UK deposit-taker.

(2) The Treasury may by order make provision for or in connection with, or in consequence of, the extinguishment of rights of any specified description to subscribe for, or otherwise acquire, securities of—

(a) the deposit-taker, or

(b) any of its subsidiary undertakings.

(3) Subsection (2) applies whether the rights have been granted by the deposit-taker or otherwise.

(4) Where an order providing for the extinguishment of any rights has been made under this section, the power to make an order under this section may be subsequently exercised so as to make provision in connection with, or in consequence of, the extinguishment of those rights even though the order does not itself provide for any rights to be extinguished.

5 Compensation etc. for securities transferred etc.

(1) The Treasury must by order—

(a) in relation to an order under section 3 that transfers securities only to the public sector, make a scheme for determining the amount of any compensation payable by the Treasury to persons who held the securities immediately before they were so transferred;

(b) in relation to an order under section 3 that transfers securities only to a private sector body, make provision for determining the amount of any consideration payable by the body to persons who held the securities immediately before they were so transferred;

(c) in relation to an order under section 3 that transfers securities both to the public sector and a private sector body, make provision for determining—

(i) the amount of any compensation payable by the Treasury, and

(ii) the amount of any consideration payable by the private sector body concerned,

to persons who held the securities immediately before they were so transferred.

(2) The Treasury must by order make provision for determining the amount of any compensation payable to persons whose rights are extinguished by virtue of an order under section 4 (a “section 4 order”) and—

(a) in any case where the section 4 order is made in consequence of an order under section 3 that transfers securities only to the public sector, the order must provide for any compensation to be payable by the Treasury;

(b) in any case where the section 4 order is made in consequence of an order under section 3 that transfers securities only to a private sector body, the order must provide for any compensation to be payable by the private sector body concerned;

(c) in any case where the section 4 order is made in consequence of an order under section 3 that transfers securities both to the public sector and a private sector body, the order must make provision for determining the amount of any compensation payable by the Treasury or the private sector body concerned (or both).

(3) An order under this section may also make provision for extending provisions of the order, in any specified circumstances, to persons otherwise affected by any provision made in an order under section 3 or 4.

(4) In determining the amount of any compensation payable by the Treasury by virtue of any provision in an order under this section, it must be assumed—

(a) that all financial assistance provided by the Bank of England or the Treasury to the deposit-taker in question has been withdrawn (whether by the making of a demand for repayment or otherwise), and

(b) that no financial assistance would in future be provided by the Bank of England or the Treasury to the deposit-taker in question (apart from ordinary market assistance offered by the Bank of England subject to its usual terms).

(5) For the purposes of subsection (4)—

(a) the references to the provision of financial assistance by the Treasury to the deposit-taker include any case where the Chancellor of the Exchequer announces that the Treasury (whether acting alone or with the Bank of England) would, if necessary, put in place relevant guarantee arrangements in relation to the deposit-taker (as well as any case where any such arrangements are put in place, whether or not following such an announcement);

(b) “ordinary market assistance” means assistance provided as part of the Bank’s standing facilities in the sterling money markets or as part of the Bank’s open market operations in those markets.

(6) It is immaterial whether the announcement mentioned in subsection (5)(a) is made before or after the passing of this Act.

(7) In this section—

(a) any reference to any transfer of securities to the public sector is a reference to the transfer of any securities to any person within paragraphs (a) to (c) of subsection (1) of section 3;

(b) any reference to any transfer of securities to a private sector body is a reference to the transfer of any securities to any body corporate within paragraph (d) of that subsection.

(8) An order under subsection (1) or (2) must be made within the period of 3 months beginning with—

(a) the day on which the order under section 3 is made (in the case of an order under subsection (1)), or

(b) the day on which the order under section 4 is made (in the case of an order under subsection (2)).

(9) But nothing in subsection (8) prevents the making, at any time after the end of that period, of a second or subsequent order under this section in relation to the order under section 3 or 4.

Transfer of property etc.

6 Transfer of property, rights and liabilities

(1) The Treasury may by order make provision for or in connection with, or in consequence of, the transfer of property, rights and liabilities of an authorised UK deposit-taker to either (or each) of the following—

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

(b) a body corporate not within paragraph (a).

(2) An order under this section may define the property, rights and liabilities to be transferred in one or more of the following ways—

(a) by specifying or describing the property, rights and liabilities in question;

(b) by referring to all the property, rights and liabilities comprised in the whole or a specified part of the deposit-taker’s business;

(c) by identifying the manner in which the property, rights and liabilities to be transferred are to be determined.

(3) Schedule 2 specifies particular kinds of provisions that may be included in an order under this section.

(4) Where an order providing for the transfer of any property, rights or liabilities has been made under this section, the power to make an order under this section may be subsequently exercised so as to make provision in connection with, or in consequence of, the transfer (including provision of a kind specified in Schedule 2) even though the order does not itself provide for the transfer of any property, rights or liabilities.

(5) Where an order under this section or section 3 (“the initial order”) has been made in relation to an authorised UK deposit-taker, the power to make an order under this section may be subsequently exercised in relation to that deposit-taker whether or not any transfer of property, rights or liabilities provided for by the order is to the person to whom any transfer was made by or under the initial order.

(6) A second or subsequent order made under this section in relation to an authorised UK deposit-taker may make provision for any of the property, rights or liabilities transferred by or under a previous order under this section to be transferred back to the deposit-taker.

(7) The provisions of this section and Schedule 2 apply for the purposes of subsection (6) with any necessary modifications.

(8) For the purposes of this section any provision made by an order under this section in relation to any transaction or event taking place while property, rights or liabilities transferred by or under such an order are held by a company within subsection (1)(a) is to be regarded as provision made in consequence of the transfer.

7 Compensation etc. for property etc. transferred

(1) The Treasury must by order make provision—

(a) in relation to an order under section 6 providing for the transfer of property, rights or liabilities to a company within subsection (1)(a) of that section, for determining the amount of any compensation payable by the Treasury to the authorised UK deposit-taker concerned;

(b) in relation to an order under section 6 providing for the transfer of property, rights or liabilities to any other body, for determining the amount of any consideration payable by the transferee to the authorised UK deposit-taker concerned.

(2) An order under this section may also make provision for extending provisions of the order, in any specified circumstances, to persons otherwise affected by any provision made in an order under section 6.

(3) In determining the amount of any compensation payable by the Treasury by virtue of any provision in an order under this section, it must be assumed—

(a) that all financial assistance provided by the Bank of England or the Treasury to the deposit-taker in question has been withdrawn (whether by the making of a demand for repayment or otherwise), and

(b) that no financial assistance would in future be provided by the Bank of England or the Treasury to the deposit-taker in question (apart from ordinary market assistance offered by the Bank of England subject to its usual terms).

(4) For the purposes of subsection (3)—

(a) the references to the provision of financial assistance by the Treasury to the deposit-taker include any case where the Chancellor of the Exchequer announces that the Treasury (whether acting alone or with the Bank of England) would, if necessary, put in place relevant guarantee arrangements in relation to the deposit-taker (as well as any case where any such arrangements are put in place, whether or not following such an announcement);

(b) “ordinary market assistance” means assistance provided as part of the Bank’s standing facilities in the sterling money markets or as part of the Bank’s open market operations in those markets.

(5) It is immaterial whether the announcement mentioned in subsection (4)(a) is made before or after the passing of this Act.

(6) An order under this section must be made within the period of 3 months beginning with the day on which the order under section 6 is made.

(7) But nothing in subsection (6) prevents the making, at any time after the end of that period, of a second or subsequent order under this section in relation to the order under section 6.

Further transfers

8 Further transfers following transfer to public sector

(1) Subsection (2) applies where any securities issued by an authorised UK deposit-taker have been transferred to a person within section 3(1)(a) to (c) by an order under section 3.

(2) In such a case the Treasury may by order make provision for or in connection with, or in consequence of, the transfer to a specified person of any of the following—

(a) any of the securities transferred as mentioned in subsection (1);

(b) any securities issued by the deposit-taker at any time after the transfer mentioned in that subsection;

(c) any of the property, rights and liabilities of the deposit-taker;

(d) any of the property, rights and liabilities of any UK undertaking which is a subsidiary undertaking of the deposit-taker;

(e) where the securities so transferred were transferred to a company within section 3(1)(c)—

(i) any securities issued by the company;

(ii) any property, rights and liabilities of the company.

(3) Subsection (4) applies where any property, rights or liabilities have been transferred to a company within section 6(1)(a) (“the company”) by or under an order under section 6.

(4) In such a case the Treasury may by order make provision for or in connection with, or in consequence of, the transfer to a specified person of any of the following—

(a) any property, rights and liabilities of the company;

(b) any property, rights and liabilities of any UK undertaking which is a subsidiary undertaking of the company;

(c) any securities issued by the company.

(5) The following provisions apply in relation to an order under subsection (2) or (4) with any necessary modifications—

(a) sections 3(2) to (4) and 4, together with Schedule 1, so apply in relation to an order making provision for or in connection with, or in consequence of, the transfer of any securities;

(b) section 6(2) to (5), together with Schedule 2, so apply in relation to an order making provision for or in connection with, or in consequence of, the transfer of any property, rights or liabilities.

(6) The Treasury may by order make provision, in relation to any description of order under subsection (2) or (4), for determining the amount of any consideration payable by the transferee in respect of any securities, or any property, rights and liabilities, transferred by or under any such order under that subsection.

(7) A person to whom anything is transferred by or under an order under section 3 or 6 is not to be regarded as precluded by subsection (2) or (4) from making any contractual or other disposition of, or relating to, anything falling within those subsections.

Supplementary

9 Supplementary provision about compensation schemes etc.

(1) An order under section 5, 7 or 8(6) may in particular make provision—

(a) for the manner in which any compensation or consideration is to be assessed, including provision as to methods of calculation, valuation dates and matters to be taken into, or left out of, account in making valuations;

(b) for the assessment to be made by an independent valuer appointed by the Treasury;

(c) as to the procedure in relation to the assessment of any compensation or consideration, including provision enabling any such valuer to make rules as to that procedure;

(d) for decisions relating to the assessment of any compensation or consideration to be reconsidered by the person who made those decisions (including any such provision as to procedure as is mentioned in paragraph (c));

(e) for enabling persons to apply for decisions relating to the assessment of any compensation or consideration to be reviewed by the Financial Services and Markets Tribunal or a tribunal appointed by the Treasury for the purposes of the order;

(f) as to the powers of a relevant tribunal (that is to say, the Financial Services and Markets Tribunal or a tribunal appointed by the Treasury for the purposes of the order);

(g) as to the procedure for applying for any review to a relevant tribunal, including provision enabling the tribunal to make rules as to that procedure;

(h) as to remuneration and expenses of any independent valuer, or of any tribunal, appointed by the Treasury for the purposes of the order;

(i) as to the appointment of any staff of any such valuer (including provision as to their terms and conditions of employment and as to their pensions, allowances or gratuities).

(2) The provision that may be made by virtue of subsection (1)(a) includes the making of assumptions as to any matter, including in particular the making of one or more of the following assumptions about the authorised UK deposit-taker in question—

(a) that it is unable to continue as a going concern;

(b) that it is in administration;

(c) that it is being wound up.

(3) Subsection (1)(a) is subject to sections 5(4) and 7(3), but those subsections do not—

(a) prevent the inclusion of provision requiring the making of the assumptions mentioned in those subsections in any case where they are not required to be made by either of those subsections; or

(b) otherwise restrict the provision that may be made by virtue of subsection (1)(a).

(4) In subsection (1)(a) the reference to valuation dates includes—

(a) valuation dates falling before the day on which this Act is passed; and

(b) valuation dates falling before the day on which the relevant event takes place.

(5) In subsection (1)(e)—

(a) the reference to persons includes the Treasury; and

(b) the reference to decisions relating to the assessment of any compensation or consideration includes decisions following any such reconsideration as is mentioned in subsection (1)(d).

(6) The provision that may be made by virtue of subsection (1)(f)—

(a) includes provision enabling a relevant tribunal, where satisfied that the decision in question was not a reasonable decision, to send the matter back to the person who made the decision for reconsideration in accordance with such directions (if any) as it considers appropriate; but

(b) does not include provision enabling a relevant tribunal to substitute its own decision for that of the person who made the decision.

(7) The power of any valuer or tribunal to make provision as to procedure by virtue of subsection (1)(c), (d) or (g) includes power to make different provision for different cases or circumstances.

(8) In this section “the relevant event” means the transfer or (as the case may be) extinguishment of rights made by or under the order to which the order mentioned in subsection (1) relates.

10 Tax consequences

(1) The Treasury may by regulations make provision for or in connection with varying the way in which any relevant tax would, apart from the regulations, have effect in relation to, or in connection with, any of the following—

(a) anything done for the purpose of, in relation to, or by or under or in consequence of, a relevant order;

(b) any securities, or any property, rights or liabilities, which are transferred, extinguished or otherwise affected by any provision made by or under a relevant order;

(c) any securities issued by, or any property, rights or liabilities of, any transferee which have not been transferred by or under a relevant order;

(d) any securities issued by, or any property, rights or liabilities of, any relevant institution which have not been so transferred.

(2) The provision that may be made by the regulations includes provision for or in connection with any of the following—

(a) a tax provision not to apply, or to apply with modifications, in prescribed cases or circumstances;

(b) anything done to have or not to have a specified consequence for the purposes of a tax provision in prescribed cases or circumstances;

(c) any securities, or any property, rights or liabilities, to be treated in a specified way for the purposes of a tax provision in prescribed cases or circumstances (whether or not affected by any provision made by or under a relevant order);

(d) the withdrawal of relief (whether or not granted by virtue of the regulations), and the charging of any relevant tax, in prescribed cases or circumstances;

(e) requiring or enabling the Treasury to determine, or to specify the method to be used for determining, anything (including amounts or values, or times or periods of time) which needs to be determined for the purposes of any tax provision (whether or not modified by the regulations) as it applies in relation to, or in connection with, any of the matters mentioned in subsection (1)(a) to (d).

(3) In this section—

• “prescribed” means prescribed by or determined in accordance with regulations under this section;

• “relevant institution” means any body in relation to which a relevant order is made;

• “relevant order” means an order under section 3, 4, 6 or 8;

• “relevant tax” means corporation tax, income tax, capital gains tax, stamp duty, stamp duty reserve tax and stamp duty land tax;

• “tax provision” means any enactment relating to any relevant tax;

• “transferee” means any person to whom any securities, or any property, rights or liabilities, are transferred by or under a relevant order.

Building societies

11 Modification of legislation applying in relation to building societies

(1) The Treasury may by order make such modifications of the Building Societies Act 1986 (c. 53) as they consider appropriate for or in connection with facilitating the provision of relevant financial assistance by the Bank of England to building societies.

(2) In this section “relevant financial assistance” means any financial assistance provided for the purpose of maintaining the stability of the financial system in the United Kingdom.

(3) An order under this section may in particular make provision for or in connection with modifying the operation of any of the following—

(a) sections 5, 6 and 7 of, and Schedule 2 to, the Building Societies Act 1986 (c. 53) (establishment, constitution and powers, the lending limit and the funding limit);

(b) any other provision of that Act which might otherwise prevent any relevant financial assistance from being provided by the Bank of England to building societies or affect the amount of any such assistance;

(c) sections 8, 9A and 9B of the Building Societies Act 1986 (restrictions on raising funds and borrowing, on transactions involving derivative instruments etc. and on creation of floating charges);

(d) any other provision of that Act which might otherwise prevent building societies from entering into any transaction in connection with the provision of financial assistance by the Bank of England to building societies;

(e) sections 90 and 90A of, and Schedules 15 and 15A to, that Act (application of companies winding up legislation and other companies insolvency legislation to building societies).

(4) An order under this section may in particular disapply (to such extent as is specified) any specified statutory provision.

(5) In this section “building society” means a building society incorporated (or deemed to be incorporated) under the Building Societies Act 1986.