|
| |
|
(b) | form part of the deposit-taker’s own funds for the purposes of section |
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1 of Chapter 2 of Title V of Directive 2006/48/EC (on the taking up and |
| |
pursuit of the business of credit institutions). |
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15 | Share transfer instrument |
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(1) | A share transfer instrument is an instrument which— |
| 5 |
(a) | provides for securities issued by a specified bank to be transferred; |
| |
(b) | makes other provision for the purposes of, or in connection with, the |
| |
transfer of securities issued by a specified bank (whether or not the |
| |
transfer has been or is to be effected by that instrument, by another |
| |
share transfer instrument or otherwise). |
| 10 |
(2) | A share transfer instrument may relate to— |
| |
(a) | specified securities, or |
| |
(b) | securities of a specified description. |
| |
| |
(1) | A share transfer order is an order which— |
| 15 |
(a) | provides for securities issued by a specified bank to be transferred; |
| |
(b) | makes other provision for the purposes of, or in connection with, the |
| |
transfer of securities issued by a specified bank (whether or not the |
| |
transfer has been or is to be effected by that order, by another share |
| |
transfer order or otherwise). |
| 20 |
(2) | A share transfer order may relate to— |
| |
(a) | specified securities, or |
| |
(b) | securities of a specified description. |
| |
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(1) | In this section “transfer” means a transfer provided for by a share transfer |
| 25 |
| |
(2) | A transfer takes effect by virtue of the instrument or order (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. |
| 30 |
(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), |
| |
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(b) | a requirement for consent (by any name). |
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(5) | A share transfer instrument or order may provide for a transfer to take effect |
| |
free from any trust, liability or other encumbrance (and may include provision |
| |
about their extinguishment). |
| |
(6) | A share transfer instrument or order may extinguish rights to acquire securities |
| |
falling within Class 1 or 2 in section 14. |
| 40 |
|
| |
|
| |
|
| |
(1) | A share transfer instrument or order may provide for a transferee to be treated |
| |
for any purpose connected with the transfer as the same person as the |
| |
| |
(2) | A share transfer instrument or order may provide for agreements made or |
| 5 |
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 share transfer instrument or order 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 |
| 10 |
be continued by or in relation to the transferee. |
| |
(4) | A share transfer instrument or order may modify references (express or |
| |
implied) in an instrument or document to a transferor. |
| |
(5) | A share transfer instrument or order may require or permit— |
| |
(a) | a transferor to provide a transferee with information and assistance; |
| 15 |
(b) | a transferee to provide a transferor with information and assistance. |
| |
19 | Conversion and delisting |
| |
(1) | A share transfer instrument or order may provide for securities to be converted |
| |
from one form or class to another. |
| |
(2) | A share transfer instrument or order may provide for the listing of securities, |
| 20 |
under section 74 of the Financial Services and Markets Act 2000, to be |
| |
| |
| |
(1) | A share transfer instrument may enable the Bank of England— |
| |
(a) | to remove a director of a specified bank; |
| 25 |
(b) | to vary the service contract of a director of a specified bank; |
| |
(c) | to terminate the service contract of a director of a specified bank; |
| |
(d) | to appoint a director of a specified bank. |
| |
(2) | A share transfer order may enable the Treasury— |
| |
(a) | to remove a director of a specified bank; |
| 30 |
(b) | to vary the service contract of a director of a specified bank; |
| |
(c) | to terminate the service contract of a director of a specified bank; |
| |
(d) | to appoint a director of a specified bank. |
| |
(3) | Appointments under subsection (1)(d) are to be on terms and conditions |
| |
agreed with the Bank of England. |
| 35 |
(4) | Appointments under subsection (2)(d) are to be on terms and conditions |
| |
agreed with the Treasury. |
| |
21 | Ancillary instruments: production, registration, &c. |
| |
(1) | A share transfer instrument or order may permit or require the execution, issue |
| |
or delivery of an instrument. |
| 40 |
|
| |
|
| |
|
(2) | A share transfer instrument or order may provide for a transfer to have effect |
| |
| |
(a) | whether an instrument has been produced, delivered, transferred or |
| |
| |
| 5 |
(3) | A share transfer instrument or order may provide for the effect of an |
| |
instrument executed, issued or delivered in accordance with the order. |
| |
(4) | A share transfer instrument or order may modify or annul the effect of an |
| |
| |
(5) | A share transfer instrument or order may— |
| 10 |
(a) | entitle a transferee to be registered in respect of transferred securities; |
| |
(b) | require a person to effect registration. |
| |
22 | Termination rights, &c. |
| |
(1) | In this section “default event provision” means a provision of a contract or |
| |
other agreement that if a specified event occurs— |
| 15 |
(a) | the agreement is terminated, modified or replaced, |
| |
(b) | rights or duties under the agreement are terminated, modified or |
| |
| |
(c) | a right accrues to terminate, modify or replace the agreement, |
| |
(d) | a right accrues to terminate, modify or replace rights or duties under |
| 20 |
| |
(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 |
| 25 |
(i) | an interest is created, changes or lapses. |
| |
(2) | A share transfer instrument or order may provide for subsection (3) or (4) to |
| |
apply (but need not apply either). |
| |
(3) | If this subsection applies, the share transfer instrument or order is to be |
| |
disregarded in determining whether a default event provision applies. |
| 30 |
(4) | If this subsection applies, the share transfer instrument or order is to be |
| |
disregarded in determining whether a default event provision applies except |
| |
in so far as the instrument or order provides otherwise. |
| |
(5) | In subsections (3) and (4) a reference to the share transfer instrument or order |
| |
| 35 |
(a) | the making of the instrument or order, |
| |
(b) | anything that is to be, or may be, done under or by virtue of the |
| |
| |
(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 |
| 40 |
| |
(6) | Provision under subsection (2) may apply subsection (3) or (4) generally or |
| |
only for specified purposes. |
| |
|
| |
|
| |
|
| |
(1) | A share transfer instrument or order may include incidental, consequential or |
| |
| |
(2) | In relying on subsection (1) a share transfer instrument or order— |
| |
(a) | may make provision generally or only for specified purposes, and |
| 5 |
(b) | may make different provision for different purposes. |
| |
24 | Procedure: instruments |
| |
(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— |
| |
| 10 |
| |
| |
(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— |
| 15 |
(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 |
| |
| |
| 20 |
(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 |
| |
| |
(2) | As soon as is reasonably practicable after making a share transfer order in |
| 25 |
respect of a bank the Treasury shall send a copy to— |
| |
| |
| |
| |
(d) | any other person specified in the code of practice under section 5. |
| 30 |
(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 |
| 35 |
| |
26 | Supplemental instruments |
| |
(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 |
| 40 |
| |
|
| |
|
| |
|
(3) | A supplemental share transfer instrument is a share transfer instrument |
| |
| |
(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; |
| 5 |
(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 |
| 10 |
other purposes, including for the purposes of the application of a power under |
| |
| |
(5) | Before making a supplemental share transfer instrument the Bank of England |
| |
| |
| 15 |
| |
(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 |
| |
| 20 |
| |
(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 |
| |
| |
(2) | The Treasury may make one or more supplemental share transfer orders. |
| 25 |
(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 |
| 30 |
section 16(1)(b), whether in connection with a transfer under the |
| |
original order or in connection with a transfer under that or another |
| |
| |
(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 |
| 35 |
purposes, including for the purposes of the application of a power under this |
| |
| |
(5) | Before making a supplemental share transfer order the Treasury must |
| |
| |
| 40 |
| |
(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). |
| |
|
| |
|