The Bank Recovery and Resolution (No. 2) Order 2014

Modified application of the Companies Act 2006 (disapplication of other directives)

220.—(1) This article applies for the purposes set out in paragraphs (2) and (3).

(2) The first purpose is to ensure that—

(a) the Shareholders’ Rights Directive,

(b) the Mergers Directive,

(c) in the Safeguards Directive—

(i) Article 10,

(ii) Article 19.1,

(iii) paragraphs 1 to 3 of Article 29.1,

(iv) the first sub-paragraph of Article 31.2,

(v) Articles 33 to 36, and

(vi) Articles 40 to 42,

do not apply in relation to a company under resolution.

(3) The second purpose is to ensure that provisions in the Companies Act 2006 made—

(a) in relation to companies to which the Safeguards Directive does not apply, and

(b) for purposes equivalent to the purposes of any provision of that directive referred to in paragraph (2)(c),

do not apply in relation to such a company which is a company under resolution.

(4) For the purposes of this article the Companies Act 2006 applies with the modifications set out in Schedule 4 and with any other necessary modification.

(5) For the second purpose the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008(1) applies as if in Schedule 2 (transitional provisions and savings) after paragraph 43 (power of directors to allot shares etc: private company with only one class of shares (s. 550)) there were inserted—

“43A.   Paragraph 43 does not apply in relation to an existing company or a transitional company which is a company under resolution for the purposes of Part 17 of the Bank Recovery and Resolution (No. 2) Order 2014.”.

(6) In this article—

“the Shareholders’ Rights Directive” means Directive 2007/36/EC of the European Parliament and of the Council of 11th July 2007 on the exercise of certain rights of shareholders in listed companies(2);

“the Mergers Directive” means Directive 2011/35/EU of the European Parliament and of the Council of 5th April 2011 concerning mergers of public limited liability companies(3); and

“the Safeguards Directive” means Directive 2012/30/EU of the European Parliament and of the Council of 25th October 2012 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 54 of the Treaty on the Functioning of the European Union, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent(4).

(1)

S.I. 2008/2860. There are amendments, but none is relevant.

(2)

OJ No. L 184, 14.7.2007, p. 17-24.

(3)

OJ No. L 110, 29.4.2011, p. 1-11.

(4)

OJ No. L 315, 14.11.2012, p. 74-97.