(1) If the FCA considers that—
(a) an issuer of listed securities, or
(b) an applicant for listing,
has contravened any provision of listing rules, it may impose on him a penalty of such amount as it considers appropriate.
(1ZA) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1B) If the FCA considers—
(a) that a person has contravened—
(i) a provision of qualifying transparency legislation, or
(ii) a provision of corporate governance rules, or
(b) that a person on whom a requirement has been imposed under section 89L (power to suspend or prohibit trading of securities in case of infringement of applicable transparency obligation), has contravened that requirement,
it may impose on the person a penalty of such amount as it considers appropriate.
(2) If, in the case of a contravention by a person referred to in subsection (1), ... ... or (1B)(a)(ii) or (b) (“P”), the FCA considers that another person who was at the material time a director of P was knowingly concerned in the contravention, it may impose upon him a penalty of such amount as it considers appropriate.
(2A) If—
(a) a person has contravened a provision mentioned in subsection (1B)(a)(i), and
(b) the FCA considers that another person (“A”), who was at the material time a relevant officer of the person, was knowingly concerned in the contravention,
the FCA may impose upon A a penalty of such amount as it considers appropriate.
(2B) In subsection (2A) “relevant officer” of a person means—
(a) a director or other similar officer of the person, or
(b) if the affairs of the person are managed by its members, a member of the person.
(3) If the FCA is entitled to impose a penalty on a person under this section in respect of a particular matter it may, instead of imposing a penalty on him in respect of that matter, publish a statement censuring him.
(4) Nothing in this section prevents the FCA from taking any other steps which it has power to take under this Part.
(5) A penalty under this section is payable to the FCA.
(6) The FCA may not take action against a person under this section after the end of the period of 3 years beginning with the first day on which it knew of the contravention unless proceedings against that person, in respect of the contravention, were begun before the end of that period.
(7) For the purposes of subsection (6)—
(a) the FCA is to be treated as knowing of a contravention if it has information from which the contravention can reasonably be inferred; and
(b) proceedings against a person in respect of a contravention are to be treated as begun when a warning notice is given to him under section 92.
(1) If the FCA proposes to take action against a person under section 91, it must give him a warning notice.
(2) A warning notice about a proposal to impose a penalty must state the amount of the proposed penalty.
(3) A warning notice about a proposal to publish a statement must set out the terms of the proposed statement.
(4) If the FCA decides to take action against a person under section 91, it must give him a decision notice.
(5) A decision notice about the imposition of a penalty must state the amount of the penalty.
(6) A decision notice about the publication of a statement must set out the terms of the statement.
(7) If the FCA decides to take action against a person under section 91, he may refer the matter to the Tribunal.
(1) The FCA must prepare and issue a statement (“its policy statement”) of its policy with respect to—
(a) the imposition of penalties under section 91; and
(b) the amount of penalties under that section.
(2) The FCA's policy in determining what the amount of a penalty should be must include having regard to—
(a) the seriousness of the contravention in question in relation to the nature of the requirement contravened;
(b) the extent to which that contravention was deliberate or reckless; and
(c) whether the person on whom the penalty is to be imposed is an individual.
(3) The FCA may at any time alter or replace its policy statement.
(4) If its policy statement is altered or replaced, the FCA must issue the altered or replacement statement.
(5) In exercising, or deciding whether to exercise, its power under section 91 in the case of any particular contravention, the FCA must have regard to any policy statement published under this section and in force at the time when the contravention in question occurred.
(6) The FCA must publish a statement issued under this section in the way appearing to the FCA to be best calculated to bring it to the attention of the public.
(7) The FCA may charge a reasonable fee for providing a person with a copy of the statement.
(8) The FCA must, without delay, give the Treasury a copy of any policy statement which it publishes under this section.
(1) Before issuing a statement under section 93, the FCA must publish a draft of the proposed statement in the way appearing to the FCA to be best calculated to bring it to the attention of the public.
(2) The draft must be accompanied by notice that representations about the proposal may be made to the FCA within a specified time.
(3) Before issuing the proposed statement, the FCA must have regard to any representations made to it in accordance with subsection (2).
(4) If the FCA issues the proposed statement it must publish an account, in general terms, of—
(a) the representations made to it in accordance with subsection (2); and
(b) its response to them.
(5) If the statement differs from the draft published under subsection (1) in a way which is, in the opinion of the FCA, significant, the FCA must (in addition to complying with subsection (4)) publish details of the difference.
(6) The FCA may charge a reasonable fee for providing a person with a copy of a draft published under subsection (1).
(7) This section also applies to a proposal to alter or replace a statement.
(1) Listing rules may—
(a) specify requirements to be complied with by issuers of listed securities; and
(b) make provision with respect to the action that may be taken by the FCA in the event of non-compliance.
(2) If the rules require an issuer to publish information, they may include provision authorising the FCA to publish it in the event of his failure to do so.
(3) This section applies whenever the listed securities were admitted to the official list.
97 Appointment by FCA of persons to carry out investigations.
(1) Subsection (2) applies if it appears to the FCA that there are circumstances suggesting that—
(a) there may have been a contravention of—
(i) a provision of this Part or of Part 6 rules, ... or
(ii) any other provision of qualifying transparency legislation, ...
(iii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(b) a person who was at the material time a director of a person mentioned in section 91(1), ... ... or section 91(1B) (ignoring paragraph (a)(i) of that provision), has been knowingly concerned in a contravention by that person of—
(i) a provision of this Part or of Part 6 rules, ... or
(ii) any other provision of qualifying transparency legislation, ...
(iii) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(ba) a person who was at the material time a relevant officer of a person mentioned in section 91(1B) (ignoring paragraphs (a)(ii) and (b) of that provision) has been knowingly concerned in a contravention by that person of qualifying transparency legislation;
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2) The FCA may appoint one or more competent persons to conduct an investigation on its behalf.
(3) Part XI applies to an investigation under subsection (2) as if—
(a) the investigator were appointed under section 167(1);
(b) references to the investigating authority in relation to him were to the FCA;
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(d) references to an authorised person were references to the person under investigation.
(4) In this section “relevant officer” has the meaning given by section 91(2B).
(1) This section applies for the purposes of this Part.
(2) “Securities” means (except in section 74(2) and the expression “transferable securities”) anything which has been, or may be, admitted to the official list.
(3) “Transferable securities” means anything which is a transferable security for the purposes of the markets in financial instruments regulation, other than money-market instruments for the purposes of that regulation which have a maturity of less than 12 months.
(3A) “Debt securities” means bonds or other forms of transferable securitised debts, with the exception of—
(a) transferable securities which are equivalent to shares, and
(b) transferable securities which, if converted or if the rights conferred by them are exercised, give rise to a right to acquire—
(i) shares, or
(ii) transferable securities equivalent to shares.
(4) “Financial instrument” means those instruments specified in Part 1 of Schedule 2 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001.
(5) “Non-equity transferable securities” means all transferable securities that are not equity securities; and for this purpose the following are “equity securities”—
(a) shares,
(b) other transferable securities which are equivalent to shares, and
(c) transferable securities which—
(i) are within neither of paragraphs (a) and (b),
(ii) give the right to acquire securities within paragraph (a) or (b) if converted or if the rights conferred by them are exercised, and
(iii) are issued by the issuer of the underlying shares or by an entity belonging to the group of that issuer.
(6) “Issuer”—
(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(aa) in relation to transparency rules, means a ... person whose securities are admitted to trading on a regulated market or whose voting shares are admitted to trading on a UK market other than a regulated market, and in the case of depository receipts admitted to trading on a regulated market, the issuer is the issuer of the securities represented by the depository receipt, whether or not those securities are admitted to trading on a regulated market;
(b) in relation to anything else which is or may be admitted to the official list, has such meaning as may be prescribed by the Treasury, and
(c) in any other case, means a person who issues financial instruments.
(1) In this Part, save where the context otherwise requires—
...
...
“listed securities” means anything which has been admitted to the official list;
“listing” has the meaning given in section 74(5);
“listing particulars” has the meaning given in section 79(2);
“listing rules” has the meaning given in section 73A;
“market operator” means a person who manages or operates the business of a regulated market;
...
“the official list” means the list maintained by the FCA as that list has effect for the time being;
“Part 6 rules” has the meaning given in section 73A;
...
...
...
“qualifying transparency legislation” has the meaning given in section 89K(5A);
“regulated market” (except in section 102B and Schedule 10A) means a UK regulated market, as defined in Article 2(1)(13A) of the markets in financial instruments regulation;
...
“the transparency obligations directive” means Directive 2004/109/ EC of the European Parliament and of the Council relating to the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market as amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010 and by Directive 2010/78/EU of the European Parliament and of the Council of 24 November 2010 and by Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013;
“transparency rules” has the meaning given by section 89A(5);
“voteholder information” has the meaning given by section 89B(3);
“working day” means any day other that a Saturday, a Sunday, Christmas Day, Good Friday or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 (c. 80) in any part of the United Kingdom.
(1A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1) In this Part “the appropriate regulator” means—
(a) in relation to a ring-fencing transfer scheme or a scheme (other than a ring-fencing transfer scheme) in respect of which the transferor concerned is a PRA-authorised person, the PRA;
(b) in any other case, the FCA.
(2) In this Part, “the transferor concerned”—
(a) in the case of an insurance business transfer scheme, is to be read in accordance with section 105(2);
(b) in the case of a banking business transfer scheme, is to be read in accordance with section 106(2);
(c) in the case of a reclaim fund business transfer scheme, means the reclaim fund to whose business the scheme relates.
(d) in the case of a ring-fencing transfer scheme, means the body to whose business the scheme relates.
(1) A scheme is an insurance business transfer scheme if it—
(a) satisfies the condition set out in subsection (2);
(b) results in the business transferred being carried on from an establishment of the transferee in the United Kingdom or Gibraltar; and
(c) is not an excluded scheme.
(2) The condition is that the whole or part of the business carried on in the United Kingdom by an authorised person who has permission to effect or carry out contracts of insurance (“the transferor concerned”) is to be transferred to another body (“the transferee”).
(3) A scheme is an excluded scheme for the purposes of this section if it falls within any of the following cases:
Case 1 Where the transferor concerned is a friendly society.
Case 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Case 3 Where—
(a) the transferor concerned is a UK authorised person;
(b) the business to be transferred under the scheme is carried on in one or more countries or territories outside the United Kingdom and does not include policies of insurance . . . against risks arising in the United Kingdom; and
(c) the scheme has been approved by a court in a country or territory outside the United Kingdom or by the authority responsible for the supervision of that business in a country or territory in which it is carried on.
Case 4 Where —
(a) the business to be transferred under the scheme is the whole of the business of the transferor concerned;
(b) all the policyholders are controllers of the firm or of firms within the same group as the firm which is the transferee, and,
(c) all of the policyholders who will be affected by the transfer have consented to it.
CASE 5 Where—
(a) the business of the transferor concerned consists solely of the effecting or carrying out of contracts of reinsurance;
(b) the business to be transferred is the whole or part of that business;
(c) the scheme does not fall within Case 4;
(d) all of the policyholders who will be affected by the transfer have consented to it; and
(e) a certificate has been obtained under paragraph 2 of Schedule 12 in relation to the proposed transfer.
Case 6 Where the scheme is effected under Part 7A (unilateral changes to pension schemes).
(4) The parties to a scheme which falls within Case ... 3, 4 or 5 may apply to the court for an order sanctioning the scheme as if it were an insurance business transfer scheme.
(5) If the scheme involves a compromise or arrangement falling within Part 27 of the Companies Act 2006 (mergers and divisions of public companies), the provisions of that Part (and Part 26 or 26A of that Act, as the case may be) apply accordingly but this does not affect the operation of this Part in relation to the scheme.
(8) “UK authorised person” means a body which is an authorised person and which—
(a) is incorporated in the United Kingdom; or
(b) is an unincorporated association formed under the law of any part of the United Kingdom.
(9) “Establishment” means, in relation to a person, his head office or a branch of his.
(1) A scheme is a banking business transfer scheme if it—
(a) satisfies one of the conditions set out in subsection (2);
(b) is one under which the whole or part of the business to be transferred includes the accepting of deposits; and
(c) is not an excluded scheme or a ring-fencing transfer scheme.
(2) The conditions are that—
(a) the whole or part of the business carried on by a UK authorised person who has permission to accept deposits (“the transferor concerned”) is to be transferred to another body (“the transferee”);
(b) the whole or part of the business carried on in the United Kingdom by an authorised person who is not a UK authorised person but who has permission to accept deposits (“the transferor concerned”) is to be transferred to another body which will carry it on in the United Kingdom (“the transferee”).
(3) A scheme is an excluded scheme for the purposes of this section if—
(a) the transferor concerned is a building society or a credit union; or
(b) the scheme is a compromise or arrangement to which Part 27 of the Companies Act 2006 (mergers and divisions of public companies) applies.
(4) For the purposes of subsection (2)(a) it is immaterial whether or not the business to be transferred is carried on in the United Kingdom.
(5) “UK authorised person” has the same meaning as in section 105.
(6) “Building society” has the meaning given in the Building Societies Act 1986.
(7) “Credit union” means a credit union within the meaning of—
(a) the Credit Unions Act 1979;
(b) the Credit Unions (Northern Ireland) Order 1985.
(1) A scheme is a reclaim fund business transfer scheme if, under the scheme, the whole or part of the business carried on by a reclaim fund is to be transferred to one or more other reclaim funds.
(2) “Reclaim fund” has the meaning given by section 5(1) of the Dormant Bank and Building Society Accounts Act 2008.
(1) A scheme is a ring-fencing transfer scheme if it—
(a) is one under which the whole or part of the business carried on—
(i) by a UK authorised person, or
(ii) by a qualifying body,
is to be transferred to another body (“the transferee”),
(b) is to be made for one or more of the purposes mentioned in subsection (3), and
(c) is not an excluded scheme or an insurance business transfer scheme.
(2) “Qualifying body” means a body which—
(a) is incorporated in the United Kingdom,
(b) is a member of the group of a UK authorised person, and
(c) is not itself an authorised person.
(3) The purposes are—
(a) enabling a UK authorised person to carry on core activities as a ring-fenced body in compliance with the ring-fencing provisions;
(b) enabling the transferee to carry on core activities as a ring-fenced body in compliance with the ring-fencing provisions;
(c) making provision in connection with the implementation of proposals that would involve a body corporate whose group includes the body corporate to whose business the scheme relates becoming a ring-fenced body while one or more other members of its group are not ring-fenced bodies;
(d) making provision in connection with the implementation of proposals that would involve a body corporate whose group includes the transferee becoming a ring-fenced body while one or more other members of the transferee's group are not ring-fenced bodies.
(4) A scheme is an excluded scheme for the purposes of this section if—
(a) the body to whose business the scheme relates is a building society or credit union, or
(b) the scheme is a compromise or arrangement to which Part 27 of the Companies Act 2006 (mergers and divisions of public companies) applies.
(5) For the purposes of subsection (1)(a) it is immaterial whether or not the business to be transferred is carried on in the United Kingdom.
(6) “UK authorised person” has the same meaning as in section 105.
(7) “Building society” and “credit union” have the same meanings as in section 106.
(8) “The ring-fencing provisions” means ring-fencing rules and the duty imposed as a result of section 142G.
107 Application for order sanctioning transfer scheme.
(1) An application may be made to the court for an order sanctioning an insurance business transfer scheme , a banking business transfer scheme , a reclaim fund business transfer scheme or a ring-fencing transfer scheme .
(2) An application may be made by—
(a) the transferor concerned;
(b) the transferee; or
(c) both.
(2A) An application relating to a ring-fencing transfer scheme may be made only with the consent of the PRA.
(2B) In deciding whether to give consent, the PRA must have regard to the scheme report prepared under section 109A in relation to the ring-fencing transfer scheme.
(3) The application must be made—
(a) if the transferor concerned and the transferee are registered or have their head offices in the same jurisdiction, to the court in that jurisdiction;
(b) if the transferor concerned and the transferee are registered or have their head offices in different jurisdictions, to the court in either jurisdiction;
(c) if the transferee is not registered in the United Kingdom and does not have his head office there, to the court which has jurisdiction in relation to the transferor concerned.
(4) “Court” means—
(a) the High Court; or
(b) in Scotland, the Court of Session.
(1) The Treasury may by regulations impose requirements on applicants under section 107.
(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.
109 Scheme reports: insurance business transfer schemes
(1) An application under section 107 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 appropriate regulator to have the skills necessary to enable him to make a proper report; and
(b) nominated or approved for the purpose by the appropriate regulator.
(3) A scheme report must be made in a form approved by the appropriate regulator.
(4) Where the appropriate regulator is the PRA, it must consult the FCA before—
(a) nominating or approving a person under subsection (2)(b), or
(b) approving a form under subsection (3).
(5) Subsection (6) applies where the appropriate regulator is the FCA and either—
(a) the transferee is a PRA-authorised person, or
(b) the transferor concerned or the transferee has as a member of its immediate group a PRA-authorised person.
(6) The FCA must consult the PRA before—
(a) nominating or approving a person under subsection (2)(b), or
(b) approving a form under subsection (3).
109A Scheme reports: ring-fencing transfer schemes
(1) An application under section 106B in respect of a ring-fencing 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 PRA to have the skills necessary to enable the person to make a proper report, and
(b) nominated or approved for the purpose by the PRA.
(3) A scheme report must be made in a form approved by the PRA.
(4) A scheme report must state—
(a) whether persons other than the transferor concerned are likely to be adversely affected by the scheme, and
(b) if so, whether the adverse effect is likely to be greater than is reasonably necessary in order to achieve whichever of the purposes mentioned in section 106B(3) is relevant.
(5) The PRA must consult the FCA before—
(a) nominating or approving a person under subsection (2)(b), or
(b) approving a form under subsection (3).
(1) On an application under section 107 relating to an insurance business transfer scheme, a banking business transfer scheme or a reclaim fund business transfer scheme, the following are also entitled to be heard—
(a) the FCA,
(aa) in the case of a scheme falling within subsection (2), the PRA, and
(b) any person (including an employee of the transferor concerned or of the transferee) who alleges that he would be adversely affected by the carrying out of the scheme.
(2) A scheme falls within this subsection if—
(a) the transferor concerned or the transferee is a PRA-authorised person, or
(b) the transferor concerned or the transferee has as a member of its immediate group a PRA-authorised person.
(3) Subsections (4) and (5) apply where an application under section 107 relates to a ring-fencing transfer scheme.
(4) The following are also entitled to be heard—
(a) the PRA,
(b) where the transferee is an authorised person, the FCA, and
(c) any person (“P”) (including an employee of the transferor concerned or of the transferee) who alleges that P would be adversely affected by the carrying out of the scheme.
(5) P is not entitled to be heard by virtue of subsection (4)(c) unless before the hearing P has—
(a) filed (in Scotland, lodged) with the court a written statement of the representations that P wishes the court to consider, and
(b) served copies of the statement on the PRA and the transferor concerned.
111 Sanction of the court for business transfer schemes.
(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 a banking business transfer scheme , a reclaim fund business transfer scheme or a ring-fencing transfer scheme .
(2) The court must be satisfied that—
(a) in the case of an insurance business transfer scheme or a banking business transfer scheme, the appropriate certificate has been obtained (as to which see Parts I and II of Schedule 12);
(aa) in the case of a reclaim fund business transfer scheme, the appropriate certificate has been obtained (as to which see Part 2A of that Schedule);
(ab) in the case of a ring-fencing transfer scheme, the appropriate certificates have been obtained (as to which see Part 2B of that Schedule);
(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.
112 Effect of order sanctioning business transfer scheme.
(1) If the court makes an order under section 111(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 transferor 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 transferor 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 transferor concerned otherwise has the capacity to effect the transfer in question;
(b) make provision in relation to property which was held by the transferor concerned as trustee;
(c) make provision as to future or contingent rights or liabilities of the transferor 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 occupational pension scheme (within the meaning of section 150(5) of the Finance Act 2004) operated by or on behalf of the transferor concerned.
(2A) Subsection (2)(a) is to be taken to include power to make provision in an order—
(a) for the transfer of property or liabilities which would not otherwise be capable of being transferred or assigned;
(b) for a transfer of property or liabilities to take effect as if there were—
(i) no such requirement to obtain a person's consent or concurrence, and
(ii) no such contravention, liability or interference with any interest or right,
as there would otherwise be (in the case of a transfer apart from this section) by reason of any provision falling within subsection (2B).
(2B) A provision falls within this subsection to the extent that it has effect (whether under an enactment or agreement or otherwise) in relation to the terms on which the transferor concerned is entitled to the property or subject to the liabilities in question.
(2C) Nothing in subsection (2A) or (2B) is to be read as limiting the scope of subsection (1).
(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 transferor 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 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 section 770(1) of the Companies Act 2006 and any other enactment requiring the delivery of an instrument of transfer for the registration of property.
(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8) If the court makes an order under section 111(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 transferor 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 transferor concerned and transferred as a result of the scheme.
(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10) The transferee must, if an insurance or banking business transfer scheme or ring-fencing transfer scheme is sanctioned by the court, deposit two office copies of the order made under subsection (1) with the appropriate regulator within 10 days of the making of the order.
(11) But the appropriate regulator 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 the Companies Acts (see sections 540 and 738 of the Companies Act 2006).
(15) “Charge” includes a mortgage (or, in Scotland, a security over property).
(1) Where the PRA receives under section 112(10) a copy of an order it must, without delay, give a copy of it to the FCA.
(2) Where the FCA receives under section 112(10) a copy of an order it must, without delay, give a copy of it to the PRA if the order relates to a scheme in respect of which—
(a) the transferee is a PRA-authorised person, or
(b) the transferor concerned or the transferee has as a member of its immediate group a PRA-authorised person.
(1) Subsection (2) applies where (apart from that subsection) a person would be entitled, in consequence of anything done or likely to be done by or under this Part in connection with an insurance business transfer scheme , a banking business transfer scheme or a ring-fencing transfer scheme—
(a) to terminate, modify, acquire or claim an interest or right; or
(b) to treat an interest or right as terminated or modified.
(2) The entitlement—
(a) is not enforceable in relation to that interest or right until after an order has been made under section 112(1) in relation to the scheme; and
(b) is then enforceable in relation to that interest or right only insofar as the order contains provision to that effect.
(3) Nothing in subsection (1) or (2) is to be read as limiting the scope of section 112(1).
113 Appointment of actuary in relation to reduction of benefits.
(1) This section applies if an order has been made under section 111(1).
(2) The court making the order may, on the application of either regulator, appoint an independent actuary—
(a) to investigate the business transferred under the scheme; and
(b) to report to the regulator which made the application on any reduction in the benefits payable under policies entered into by the transferor concerned that, in the opinion of the actuary, ought to be made.
(3) An application under subsection (2) may be made by the PRA only if—
(a) the transferor concerned or the transferee is a PRA-authorised person, or
(b) the transferor concerned or the transferee has as a member of its immediate group a PRA-authorised person.
115 Certificates for purposes of insurance business transfers overseas.
Part III of Schedule 12 makes provision about certificates which the appropriate regulator may issue in relation to insurance business transfers taking place outside the United Kingdom.