Amendments proposed to the Financial Services and Markets Bill, As Amended - continued House of Commons

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Requirements on applicants

   

Mr Chancellor of the Exchequer

NC19

To move the following Clause:—

    '.—(1) The Treasury may by regulations impose requirements on applicants under section (Application for order sanctioning transfer scheme).

    (2) The court may not determine an application under that section if the applicant has failed to comply with a prescribed requirement.

    (3) The regulations may, in particular, include provision—

      (a) as to the persons to whom, and periods within which, notice of an application must be given;

      (b) enabling the court to waive a requirement of the regulations in prescribed circumstances.'.


Scheme reports

   

Mr Chancellor of the Exchequer

NC20

To move the following Clause:—

    '.—(1) An application under section (Application for order sanctioning transfer scheme) in respect of an insurance business transfer scheme must be accompanied by a report on the terms of the scheme ("a scheme report").

    (2) A scheme report may be made only by a person—

      (a) appearing to the Authority to have the skills necessary to enable him to make a proper report; and

      (b) nominated or approved for the purpose by the Authority.

    (3) A scheme report must be made in a form approved by the Authority.'.


Right to participate in proceedings

   

Mr Chancellor of the Exchequer

NC21

To move the following Clause:—

    '. On an application under section (Application for order sanctioning transfer scheme), the following are also entitled to be heard—

      (a) the Authority, and

      (b) any person (including an employee of the authorised person concerned or of the transferee) who alleges that he would be adversely affected by the carrying out of the scheme.'.


Sanction of the court for business transfer schemes

   

Mr Chancellor of the Exchequer

NC22

To move the following Clause:—

    '.—(1) This section sets out the conditions which must be satisfied before the court may make an order under this section sanctioning an insurance business transfer scheme or a banking business transfer scheme.

    (2) The court must be satisfied that—

      (a) the appropriate certificates have been obtained (as to which see Schedule (Insurance and banking business transfer schemes: certificates));

      (b) the transferee has the authorisation required (if any) to enable the business, or part, which is to be transferred to be carried on in the place to which it is to be transferred (or will have it before the scheme takes effect).

    (3) The court must consider that, in all the circumstances of the case, it is appropriate to sanction the scheme.'.


Effect of order sanctioning business transfer scheme

   

Mr Chancellor of the Exchequer

NC23

To move the following Clause:—

    '.—(1) If the court makes an order under section (Sanction of the court for business transfer schemes)(1), it may by that or any subsequent order make such provision (if any) as it thinks fit—

      (a) for the transfer to the transferee of the whole or any part of the undertaking concerned and of any property or liabilities of the authorised person concerned;

      (b) for the allotment or appropriation by the transferee of any shares, debentures, policies or other similar interests in the transferee which under the scheme are to be allotted or appropriated to or for any other person;

      (c) for the continuation by (or against) the transferee of any pending legal proceedings by (or against) the authorised person concerned;

      (d) with respect to such incidental, consequential and supplementary matters as are, in its opinion, necessary to secure that the scheme is fully and effectively carried out.

    (2) An order under subsection (1)(a) may—

      (a) transfer property or liabilities whether or not the authorised person concerned otherwise has the capacity to effect the transfer in question;

      (b) make provision in relation to property which was held by the authorised person concerned as trustee;

      (c) make provision as to future or contingent rights or liabilities of the authorised person concerned, including provision as to the construction of instruments (including wills) under which such rights or liabilities may arise;

      (d) make provision as to the consequences of the transfer in relation to any retirement benefits scheme (within the meaning of section 611 of the Income and Corporation Taxes Act 1988) operated by or on behalf of the authorised person concerned.

    (3) If an order under subsection (1) makes provision for the transfer of property or liabilities—

      (a) the property is transferred to and vests in, and

      (b) the liabilities are transferred to and become liabilities of,

    the transferee as a result of the order.

    (4) But if any property or liability included in the order is governed by the law of any country or territory outside the United Kingdom, the order may require the authorised person concerned, if the transferee so requires, to take all necessary steps for securing that the transfer to the transferee of the property or liability is fully effective under the law of that country or territory.

    (5) Property transferred as the result of an order under subsection (1) may, if the court so directs, vest in the transferee free from any mortgage or charge which is (as a result of the scheme) to cease to have effect.

    (6) An order under subsection (1) which makes provision for the transfer of property is to be treated as an instrument of transfer for the purposes of the provisions mentioned in subsection (7) and any other enactment requiring the delivery of an instrument of transfer for the registration of property.

    (7) The provisions are—

      (a) section 183(1) of the Companies Act 1985;

      (b) Article 193(1) and (2) of the Companies (Northern Ireland) Order 1986.

    (8) If the court makes an order under section (Sanction of the court for business transfer schemes)(1) in relation to an insurance business transfer scheme, it may by that or any subsequent order make such provision (if any) as it thinks fit—

      (a) for dealing with the interests of any person who, within such time and in such manner as the court may direct, objects to the scheme;

      (b) for the dissolution, without winding up, of the authorised person concerned;

      (c) for the reduction, on such terms and subject to such conditions (if any) as it thinks fit, of the benefits payable under—

          (i) any description of policy, or

          (ii) policies generally,

    entered into by the authorised person concerned and transferred as a result of the scheme.

    (9) If, in the case of an insurance business transfer scheme, the authorised person concerned is not an EEA firm, it is immaterial for the purposes of subsection (1)(a), (c) or (e) or subsection (2), (3) or (4) that the law applicable to any of the contracts of insurance included in the transfer is the law of an EEA State other than the United Kingdom.

    (10) The transferee must, if an insurance or banking business transfer scheme is sanctioned by the court, deposit two office copies of the order made under subsection (1) with the Authority within 10 days of the making of the order.

    (11) But the Authority may extend that period.

    (12) "Property" includes property, rights and powers of any description.

    (13) "Liabilities" includes duties.

    (14) "Shares" and "debentures" have the same meaning as in—

      (a) the Companies Act 1985; or

      (b) in Northern Ireland, the Companies (Northern Ireland) Order 1986.'.


Rights of certain policy holders

   

Mr Chancellor of the Exchequer

NC24

To move the following Clause:—

    '.—(1) This section applies in relation to an insurance business transfer scheme if—

      (a) the authorised person concerned is an authorised person other than an EEA firm qualifying for authorisation under Schedule 3;

      (b) the court has made an order under section (Sanction of the court for business transfer schemes) in relation to the scheme; and

      (c) an EEA State other than the United Kingdom is, as regards any policy included in the transfer which evidences a contract of insurance, the State of the commitment or the EEA State in which the risk is situated ("the EEA State concerned").

    (2) The court must direct that notice of the making of the order, or the execution of any instrument, giving effect to the transfer must be published by the transferee in the EEA State concerned.

    (3) A notice under subsection (2) must specify such period as the court may direct as the period during which the policyholder may exercise any right which he has to cancel the policy.

    (4) The order or instrument mentioned in subsection (2) does not bind the policyholder if—

      (a) the notice required under that subsection is not published; or

      (b) the policyholder cancels the policy during the period specified in the notice given under that subsection.

    (5) The law of the EEA State concerned governs—

      (a) whether the policyholder has a right to cancel the policy; and

      (b) the conditions, if any, subject to which any such right may be exercised.

    (6) Paragraph 6 of Schedule (Business transfer schemes: certificates) applies for the purposes of this section as it applies for the purposes of that Schedule.'.


Codes: procedure

   

Mr Chancellor of the Exchequer

NC25

To move the following Clause:—

    '.—(1) Before issuing a code under section 96, the Authority must publish a draft of the proposed code in the way appearing to the Authority to be best calculated to bring it to the attention of the public.

    (2) The draft must be accompanied by—

      (a) a cost benefit analysis; and

      (b) notice that representations about the proposal may be made to the Authority within a specified time.

    (3) Before issuing the proposed code, the Authority must have regard to any representations made to it in accordance with subsection (2)(b).

    (4) If the Authority issues the proposed code it must publish an account, in general terms, of—

      (a) the representations made to it in accordance with subsection (2)(b); and

      (b) its response to them.

    (5) If the code differs from the draft published under subsection (1) in a way which is, in the opinion of the Authority, significant—

      (a) the Authority must (in addition to complying with subsection (4)) publish details of the difference; and

      (b) those details must be accompanied by a cost benefit analysis.

    (6) Subsections (1) to (5) do not apply if the Authority considers that there is an urgent need to publish the code.

    (7) Neither subsection (2)(a) nor subsection (5)(b) applies if the Authority considers—

      (a) that, making the appropriate comparison, there will be no increase in costs; or

      (b) that, making that comparison, there will be an increase in costs but the increase will be of minimal significance.

    (8) The Authority may charge a reasonable fee for providing a person with a copy of a draft published under subsection (1).

    (9) This section also applies to a proposal to alter or replace a code.

    (10) "Cost benefit analysis" means an estimate of the costs together with an analysis of the benefits that will arise—

      (a) if the proposed code is issued; or

      (b) if subsection (5)(b) applies, from the code that has been issued.

    (11) "The appropriate comparison" means—

      (a) in relation to subsection (2)(a), a comparison between the overall position if the code is issued and the overall position if it is not issued;

      (b) in relation to subsection (5)(b), a comparison between the overall position after the issuing of the code and the overall position before it was issued.'.

 
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Prepared 24 Jan 2000