Office of Public Sector Information
PART 1 continued
(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.
(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,
(c) the FSA, 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, and
(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.
(3) Where the Treasury receive a copy of a share transfer instrument under subsection (1) they shall lay a copy before Parliament.
(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,
(c) the FSA, 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, and
(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.
(1) This section applies where the Bank of England has made a share transfer instrument in accordance with section 11(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—
(a) the FSA, 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) (and not in reliance on subsection (2) above).
(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—
(a) the FSA, 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).
(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—
(a) the FSA, and
(b) the Bank of England.
(7) Section 27 applies where the Treasury have made an onward share transfer order.
(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 securities—
(a) issued by the bank, and
(b) held by a transferee under the onward share transfer order of any of the following kinds—
(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.
(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).
(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—
(a) the FSA, and
(b) the Bank of England.
(7) Section 27 applies where the Treasury have made a reverse share transfer order.
(1) This section applies where the Bank of England has made a property transfer instrument in respect of a bridge bank in accordance with section 12(2) (“the original instrument”).
(2) The Bank of England may make one or more bridge bank share transfer instruments.
(3) A bridge bank share transfer instrument is a share transfer instrument which—
(a) provides for securities issued by the bridge bank to be transferred;
(b) makes other provision for the purposes of, or in connection with, the transfer of securities issued by the bridge bank (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 bridge bank 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 bridge bank share transfer instrument the Bank of England must consult—
(a) the FSA, and
(b) the Treasury.
(6) Section 26 applies where the Bank of England has made a bridge bank share transfer instrument.
(1) This section applies where the Bank of England has made a bridge bank share transfer instrument in accordance with section 30(2) (“the original instrument”) providing for the transfer of securities to—
(a) a company wholly owned by the Bank of England,
(b) a company wholly owned by the Treasury, or
(c) a nominee of the Treasury.
(2) The Bank of England may make one or more bridge bank reverse share transfer instruments in respect of securities issued by the bridge bank and held by a person within subsection (1)(a) to (c).
(3) A bridge bank 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).
(4) Sections 7, 8 and 51 do not apply to a bridge bank 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 bridge bank reverse share transfer instrument the Bank of England must consult—
(a) the FSA, and
(b) the Treasury.
(6) Section 26 applies where the Bank of England has made a bridge bank reverse share transfer instrument.
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.
(1) A property transfer instrument is an instrument which—
(a) provides for property, rights or liabilities of a specified bank to be transferred;
(b) makes other provision for the purposes of, or in connection with, the transfer of property, rights or liabilities of a specified bank (whether the transfer has been or is to be effected by that instrument, by another property transfer instrument or otherwise).
(2) A property transfer instrument may relate to—
(a) all property, rights and liabilities of the specified bank,
(b) all its property, rights and liabilities subject to specified exceptions,
(c) specified property, rights or liabilities, or
(d) property, rights or liabilities of a specified description.
(1) In this section “transfer” means a transfer provided for by a property transfer instrument.
(2) A transfer takes effect by virtue of the instrument (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 property transfer instrument may provide for a transfer to be conditional upon a specified event or situation—
(a) occurring or arising, or
(b) not occurring or arising.
(6) A property transfer instrument may include provision dealing with the consequences of breach of a condition imposed under subsection (5); and the consequences may include—
(a) automatic vesting in the original transferor;
(b) an obligation to effect a transfer back to the original transferor, with specified consequences for failure to comply (which may include provision conferring a discretion on a court or tribunal);
(c) provision making a transfer or anything done in connection with a transfer void or voidable.
(7) Where a property transfer instrument makes provision in respect of property held on trust (however arising) it may also make provision about—
(a) the terms on which the property is to be held after the instrument takes effect (which provision may remove or alter the terms of the trust), and
(b) how any powers, provisions and liabilities in respect of the property are to be exercisable or have effect after the instrument takes effect.
(1) A property transfer instrument may transfer any property, rights or liabilities including, in particular—
(a) property, rights and liabilities acquired or arising between the making of the instrument and the transfer date,
(b) rights and liabilities arising on or after the transfer date in respect of matters occurring before that date,
(c) property outside the United Kingdom,
(d) rights and liabilities under the law of a country or territory outside the United Kingdom, and
(e) rights and liabilities under an enactment (including legislation of the European Union).
(2) Section 32 applies for the interpretation of this section (with the necessary modification).
(1) A property transfer instrument may provide—
(a) for a transfer to be, or to be treated as, a succession;
(b) for a transferee to be treated for any purpose connected with the transfer as the same person as the transferor.
(2) A property transfer instrument 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 property transfer instrument 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 property transfer instrument which transfers or enables the transfer of a contract of employment may include provision about continuity of employment.
(5) A property transfer instrument may modify references (express or implied) in an instrument or document to a transferor.
(6) In so far as rights and liabilities in respect of anything transferred are enforceable after transfer, a property transfer instrument may provide for apportionment between transferor and transferee to a specified extent and in specified ways.
(7) A property transfer instrument may enable the transferor and transferee by agreement to modify a provision of the instrument; but a modification—
(a) must achieve a result that could have been achieved by the instrument, and
(b) may not transfer (or arrange for the transfer of) property, rights or liabilities.
(8) A property transfer instrument 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.
(9) Section 32 applies for the interpretation of this section (with the necessary modification).
(1) A licence in respect of anything transferred by property transfer instrument shall continue to have effect despite the transfer.
(2) A property transfer instrument may disapply subsection (1) to a specified extent.
(3) Where a licence imposes rights or obligations, a property transfer instrument may apportion responsibility for exercise or compliance between transferor and transferee.
(4) In this section “licence” includes permission and approval and any other permissive document in respect of anything transferred.
(1) In this section “default event provision” means a Type 1 or Type 2 default event provision as defined in subsections (2) and (3).
(2) A Type 1 default event provision is a provision of a contract or other agreement that has the effect that if a specified event occurs or situation arises—
(a) the agreement is terminated, modified or replaced,
(b) rights or duties under the agreement are terminated, modified or replaced,
(c) a right accrues to terminate, modify or replace the agreement,
(d) a right accrues to terminate, modify or replace rights or duties under the agreement,
(e) a sum becomes payable or ceases to be payable,
(f) delivery of anything becomes due or ceases to be due,
(g) a right to claim a payment or delivery accrues, changes or lapses,
(h) any other right accrues, changes or lapses, or
(i) an interest is created, changes or lapses.
(3) A Type 2 default event provision is a provision of a contract or other agreement that has the effect that a provision of the contract or agreement—
(a) takes effect only if a specified event occurs or does not occur,
(b) takes effect only if a specified situation arises or does not arise,
(c) has effect only for so long as a specified event does not occur,
(d) has effect only while a specified situation lasts,
(e) applies differently if a specified event occurs,
(f) applies differently if a specified situation arises, or
(g) applies differently while a specified situation lasts.
(4) For the purposes of subsections (2) and (3) it is the effect of a provision that matters, not how it is described (nor, for example, whether it is presented in a positive or a negative form).
(5) A property transfer instrument may provide for subsection (6) or (7) to apply (but need not apply either).
(6) If this subsection applies, the property transfer instrument is to be disregarded in determining whether a default event provision applies.
(7) If this subsection applies, the property transfer instrument is to be disregarded in determining whether a default event provision applies except in so far as the instrument provides otherwise.
(8) In subsections (6) and (7) a reference to the property transfer instrument is a reference to—
(a) the making of the instrument,
(b) anything that is done by the instrument or is to be, or may be, done under or by virtue of the instrument, and
(c) any action or decision taken or made under this or another enactment in so far as it resulted in, or was connected to, the making of the instrument.
(9) Provision under subsection (5) may apply subsection (6) or (7)—
(a) generally or only for specified purposes, cases or circumstances;
(b) differently for different purposes, cases or circumstances.
(10) A thing is not done by virtue of an instrument for the purposes of subsection (8)(b) merely by virtue of being done under a contract or other agreement rights or obligations under which have been transferred by the instrument.
(1) This section applies where a property transfer instrument transfers foreign property.
(2) In subsection (1) “foreign property” means—
(a) property outside the United Kingdom, and
(b) rights and liabilities under foreign law.
(3) The transferor and the transferee must each take any necessary steps to ensure that the transfer is effective as a matter of foreign law (if it is not wholly effective by virtue of the property transfer instrument).
(4) Until the transfer is effective as a matter of foreign law, the transferor must—
(a) hold the property or right for the benefit of the transferee (together with any additional property or right accruing by virtue of the original property or right), or
(b) discharge the liability on behalf of the transferee.
(5) The transferee must meet any expenses of the transferor in complying with this section.
(6) An obligation imposed by this section is enforceable as if created by contract between the transferor and transferee.
(7) The transferor must comply with any directions of the Bank of England in respect of the obligations under subsections (3) and (4); and—
(a) a direction may disapply subsections (3) and (4) to a specified extent, and
(b) obligations imposed by direction are enforceable as if created by contract between the transferor and the Bank of England.
(8) In this section “foreign law” means the law of a country or territory outside the United Kingdom.
(1) A property transfer instrument may include incidental, consequential or transitional provision.
(2) In relying on subsection (1) an instrument—
(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.
(1) As soon as is reasonably practicable after making a property transfer instrument in respect of a bank the Bank of England shall send a copy to—
(a) the bank,
(b) the Treasury,
(c) the FSA, and
(d) any other person specified in the code of practice under section 5.
(2) As soon as is reasonably practicable after making a property transfer instrument the Bank of England shall publish a copy—
(a) on the Bank’s internet website, and
(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.
(3) Where the Treasury receive a copy of a property transfer instrument under subsection (1) they shall lay a copy before Parliament.
(1) This section applies where the Bank of England has made a property transfer instrument in accordance with section 11(2) or 12(2) (“the original instrument”).
(2) The Bank of England may make one or more supplemental property transfer instruments.
(3) A supplemental property transfer instrument is a property transfer instrument which—
(a) provides for property, rights or liabilities to be transferred from the transferor under the original instrument (whether accruing or arising before or after the original instrument);
(b) makes other provision of a kind that an original property transfer instrument may make under section 33(1)(b) (whether in connection with a transfer under the original instrument or in connection with a transfer under that or another supplemental instrument).
(4) Sections 7 and 8 do not apply to a supplemental property transfer instrument (but it is to be treated in the same way as any other property transfer instrument for all other purposes, including for the purposes of the application of a power under this Part).
(5) Before making a supplemental property transfer instrument the Bank of England must consult—
(a) the FSA, and
(b) the Treasury.
(6) The possibility of making a supplemental property 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) or 12(2) (and not in reliance on subsection (2) above).
(1) This section applies where the Bank of England has made a property transfer instrument in respect of a bridge bank in accordance with section 12(2) (“the original instrument”).
(2) The Bank of England may make one or more onward property transfer instruments.
(3) An onward property transfer instrument is a property transfer instrument which—
(a) provides for property, rights or liabilities of the bridge bank 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 bridge bank (whether the transfer has been or is to be effected by that instrument, by another property transfer instrument or otherwise).
(4) An onward property transfer instrument may relate to property, rights or liabilities of the bridge bank whether or not they were transferred under the original instrument.
(5) An onward property transfer instrument may not transfer property, rights or liabilities to the transferor under the original instrument.
(6) Sections 7, 8 and 52 do not apply to an onward property transfer instrument (but for other purposes it is to be treated in the same way as any other property transfer instrument, including for the purposes of the application of a power under this Part).
(7) Before making an onward property transfer instrument the Bank of England must consult—
(a) the FSA, and
(b) the Treasury.
(8) Section 42 applies where the Bank of England has made an onward property transfer instrument.
Banking Act 2009