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SCHEDULES

SCHEDULE 15U.K. Amalgamations, Transfers of Engagements and Conversion: Supplementary

Modifications etc. (not altering text)

Part IIU.K. Confirmation by [F1appropriate authority]

Textual Amendments

Applications for confirmationU.K.

5(1)An application by a friendly society for confirmation by the [F2appropriate authority]—U.K.

(a)of an amalgamation under section 85 above,

(b)of a transfer of engagements of a friendly society under section 86 above, or

(c)of the conversion of a friendly society into a company under section 91 above,

shall be made in such manner as [F3the [F2appropriate authority] may direct].

(2)An application for confirmation of an amalgamation shall be made jointly by the friendly societies concerned.

[F4(3)The [F5appropriate authority] may, on the application or with the consent of a friendly society, direct in relation to any provision of regulations made for the purposes of sub-paragraph (1) above that the provisions shall not apply to the society, or shall apply to it with such modifications as may be specified in the direction.

F4(4)A direction under sub-paragraph (3) above may be subject to conditions.

F4(5)A direction under sub-paragraph (3) above may be revoked by the [F6appropriate authority] at any time; and the [F6appropriate authority] may at any time vary any such direction on the application or with the consent of the society to which it applies.

[F7(5A)The PRA must send the FCA a copy of any direction, variation or revocation it makes under this paragraph.]

F4(6)Where the [F8appropriate authority]—

(a)makes a direction under subsection (3) above, or

(b)revokes or varies such a direction,

[F9the FCA must] cause the direction, variation or revocation to be entered on a register kept by it for the purposes of this subsection.

F4(7)The register kept for the purposes of subsection (6) above shall be available for inspection on reasonable notice by members of the public.

F4(8)The [F10[F11FCA] shall keep] a copy of—

(a)any direction made F12... under subsection (3) above, and

(b)any revocation or variation of any such direction,

F13. . . in the public file of the society to which it relates.]

Textual Amendments

F3Words in Sch. 15 para. 5(1) substituted (17.8.2001 for specified purposes and otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8(1), 13(1), Sch. 3 para. 128(e)(ii) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)

F10Words in Sch. 15 para. 5(8) substituted (17.8.2001 for specified purposes and otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8(1), 13(1), Sch. 3 para. 128(g)(i) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)

6(1)Where a friendly society applies for confirmation of an amalgamation, transfer or conversion, it shall publish a notice of the application—U.K.

(a)in one or more of the London Gazette, the Edinburgh Gazette or the Belfast Gazette, as the Commission directs, and,

(b)if it so directs, in one or more newspapers.

F14(1A). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)The notice shall—

(a)state that any interested party has the right to make representations to the [F15appropriate authority] with respect to the application;

(b)specify a date determined by the [F15appropriate authority] before which any written representations or notice of a person’s intention to make oral representation must be received by the [F15appropriate authority]; and

(c)specify a date determined by the [F15appropriate authority] as the day on which it intends to hear any oral representations.

(3)Where a friendly society participating in a transfer is required under section 88 above to furnish an actuary’s report, the society shall publish a notice in the manner required by sub-paragraph (1) above—

(a)stating that such a report has been obtained;

[F16(b)stating–

(i)the addresses of the offices of the society, F17...

F18(ii). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

at which copies of the report shall be available for inspection for a period of not less than 21 days beginning with the date of the first publication of the notice; and]

(c)

containing such particulars of any other matter relating to the report which the [F15appropriate authority] requires in the case of the transfer in question;

and such a society may include the notice required by this sub-paragraph in the notice required by sub-paragraph (1) above.

Textual Amendments

7U.K.After the date specified in the notice in pursuance of paragraph 6(2)(b) above, the [F19appropriate authority] shall—

(a)determine the time and place at which oral representations may be made;

(b)give notice of that determination to the friendly society applying for confirmation and to any persons who have give notice of their intention to make oral representations; and

(c)send copies of any written representations received by the [F19appropriate authority] to that society;

and the [F19appropriate authority] shall allow that society an opportunity to comment on the written representations (whether at a hearing or in writing) before the expiration of such period as the [F19appropriate authority] specifies in a notice to the society.

Textual Amendments

Confirmation by [F20appropriate authority]: GeneralU.K.

Textual Amendments

8(1)Where an application is duly made for confirmation by the [F21appropriate authority] of an amalgamation, transfer of engagements or conversion, the [F21appropriate authority] shall confirm the amalgamation, transfer or conversion unless it is precluded from doing so by any of the following provisions of this Schedule.U.K.

(2)If it appears to the [F21appropriate authority], in relation to any amalgamation or transfer of engagements, that there is a substantial risk that the successor society or the person taking the transfer will not be able lawfully to carry out the engagements to be transferred to it under section 85(4) or 86(5) above, the [F21appropriate authority]—

(a)shall not confirm the amalgamation or transfer; and

(b)where it has confirmed the amalgamation or transfer, shall F22. . . withdraw its confirmation;

but it may not withdraw its confirmation on or after the transfer date for the amalgamation or transfer.

(3)For the purposes of sub-paragraph (2) above, the [F21appropriate authority] may have regard to any requirements of the law of a country or territory outside the United Kingdom which appear to the [F21appropriate authority] to be relevant.

Textual Amendments

9(1)Subject to sub-paragraph (3) below, the [F21appropriate authority] shall not confirm an amalgamation or transfer if it considers that—U.K.

(a)some information material to the members’ decision (including any decision on an affected members’ resolution under section 86 above) about the amalgamation or transfer was not made available to all the members eligible to vote;

(b)the vote on any resolution approving the amalgamation or transfer does not represent the views of the members eligible to vote; or

(c)some relevant requirement of this Act or the rules of any friendly society participating in the amalgamation or transfer was not fulfilled or not fulfilled as regards that society.

(2)Subject to sub-paragraph (3) below, the [F21appropriate authority] shall not confirm the conversion of a society if it considers that—

(a)some information material to the members’ decision about the conversion was not made available to all the members eligible to vote;

(b)the vote on any resolution approving the conversion does not represent the views of the members eligible to vote;

F23(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d)some relevant requirement of this Act or the rules of the society was not fulfilled.

(3)The [F21appropriate authority] shall not be precluded from confirming an amalgamation, transfer or conversion by virtue only of the non-fulfilment of some relevant requirement of this Act or the rules of a friendly society if it appears to the [F21appropriate authority] that it could not have been material to the members’ decision about the amalgamation, transfer or conversion and the [F21appropriate authority] gives a direction that the failure is to be disregarded for the purposes of this paragraph.

Textual Amendments

10(1)Where the [F21appropriate authority] would be precluded—U.K.

(a)from confirming an amalgamation or transfer by reason of any of the defects specified in paragraph 9(1) above, or

(b)from confirming a conversion by reason of any of the defects specified in paragraph 9(2) above, [F24or

(c)from confirming a conversion by reason of paragraph 11 below,]

it may give to any friendly society participating in the amalgamation or transfer or, as the case may be, to the society proposing to convert a direction under sub-paragraph (2) below.

(2)A direction under this sub-paragraph is a direction requiring a friendly society—

(a)to take such steps to remedy the defect or defects, including the calling of a further meeting, [F25or (as the case may be) to remove the risk referred to in paragraph 11 below,] as are specified in the direction; and

(b)to furnish the [F21appropriate authority] with evidence that those steps have been taken;

and if the [F21appropriate authority] is satisfied that the steps have been taken and the defect or defects has or have been substantially remedied, [F26or (as the case may be) that the risk has been removed,] the [F21appropriate authority] shall confirm the amalgamation, transfer or conversion.

Textual Amendments

F24Sch. 15 para. 10(1)(c) and the word “or” immediately preceding inserted (17.8.2001 for specified purposes and otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8(1), 13(1), Sch. 3 para. 128(k) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)

F25Words in Sch. 15 para. 10(2)(a) inserted (17.8.2001 for specified purposes and otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8(1), 13(1), Sch. 3 para. 128(l)(i) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)

F26Words in Sch. 15 para. 10(2) inserted (17.8.2001 or specified purposes and otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8(1), 13(1), Sch. 3 para. 128(l)(ii) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)

F27. . .U.K.

Textual Amendments

F27Cross-heading repealed (1.12.2001) by S.I. 2001/2617, arts. 2, 13(2), Sch. 4 (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)

[F2811U.K.The [F29appropriate authority] shall not confirm an amalgamation, transfer of engagements or conversion unless it is satisfied that there is no substantial risk that the successor society, the proposed transferee, or the company into which the society is converted, will not have—

(a)such permission (if any) under [F30Part 4A] of the Financial Services and Markets Act 2000, F31...

F32(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

as will enable it to carry on the business which it will have as a result of the amalgamation, transfer or conversion without contravening section 19 of that Act (the general prohibition).]

Textual Amendments

F28Sch. 15 para. 11 substituted (17.8.2001 for specified purposes and otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8(1), 13(1), Sch. 3 para. 128(n) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)

[F3311A.(1)The PRA must consult the FCA before confirming an amalgamation, transfer of engagements or a conversion.U.K.

(2)The PRA must notify the FCA if it makes any such confirmation.]

Textual Amendments

Confirmation of transfers of engagementsU.K.

12U.K.The [F34appropriate authority] shall not confirm a transfer unless it is satisfied—

(a)that all the engagements included in the transfer may be transferred under section 86 above to the transferee;

(b)that the transfer is in the interests of the members of each friendly society participating in the transfer; and

(c)where the transfer is not of all the engagements of the transferor, that the purposes of each friendly society participating in the transfer will, after the transfer, continue to include the carrying on of one or more activities falling within Schedule 2 to this Act.

Textual Amendments

[F3513U.K. 

(1)The [F36appropriate authority] shall not confirm a transfer in any case where the transferee is required by section 87 above to furnish the [F36appropriate authority] with a report unless it is satisfied (after taking the proposed transfer into account) either that the transferee will possess the margin of solvency required by rules made by the [F37appropriate authority under Part 9A] of the Financial Services and Markets Act 2000 or, where no margin of solvency is required by such rules, that the value of the transferee’s assets will exceed its liabilities.

(2)The [F36appropriate authority] shall not confirm a transfer of any engagements the fulfilment of which will constitute effecting or carrying out contracts of insurance in the United Kingdom unless it is satisfied (after taking the proposed transfer into account) either that the transferee will possess the margin of solvency required by rules made by the [F37appropriate authority under Part 9A] of the Financial Services and Markets Act 2000 or, where no margin of solvency is required by such rules, that the value of the transferee’s assets will exceed its liabilities.

(3)This paragraph does not apply to any transfer of engagements to which paragraph 15 or 15A below applies.

(4)The reference in sub-paragraph (2) to effecting or carrying out contracts of insurance must be read with—

(a)section 22 of the Financial Services and Markets Act 2000;

(b)any relevant order under that section; and

(c)Schedule 2 to that Act.]

Textual Amendments

F35Sch. 13 para. 15 substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 206(1)

[F3814U.K.The Commission shall not confirm a transfer of any engagements the fulfilment of which will constitute the carrying on in the United Kingdom of insurance business unless it is satisfied—

(a)that the proposed transferee will be able to fulfil the engagements without authorisation under Part I of the Insurance Companies Act 1982 or section 32 of this Act; or

(b)that there is no substantial risk that the proposed transferee will not have such authorisation as will permit it to fulfil them.]

Textual Amendments

F38Sch. 15 para. 14 omitted (17.8.2001 for specified purposes and otherwiseprosp.) by virtue of S.I. 2001/2617, arts. 2(a), 8(1), 13(1), Sch. 3 para. 128(r) (with art. 13(3), Sch. 5) and is repealed (prosp.) by S.I. 2001/3538, art. 2(1)

Textual Amendments

F38Sch. 15 para. 14 omitted (17.8.2001 for specified purposes and otherwiseprosp.) by virtue of S.I. 2001/2617, arts. 2(a), 8(1), 13(1), Sch. 3 para. 128(r) (with art. 13(3), Sch. 5) and is repealed (prosp.) by S.I. 2001/3538, art. 2(1)

[F3915(1)This paragraph applies to any transfer of engagements (other than contracts of reinsurance) where–U.K.

(a)the effecting of the engagements constituted the carrying on of general business;

(b)the transferor is a friendly society to which section 37(3) above applies; and

(c)the transferee is–

(i)a friendly society to which section 37(2) or (3) above applies;

F40(ii). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F40(iii). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F41(iv). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F42(v)an insurance company whose head office is in Switzerland, which has permission under [F43Part 4A] of the Financial Services and Markets Act 2000 to effect or carry out contracts of insurance, which permission is not limited to reinsurance business;]

(vi)an insurance company whose margin of solvency is [F44supervised in accordance with rule 3.1 to 3.3 and rule 6.4 and 6.5 of the Third Country Branches Part of the Rulebook made by the Prudential Regulation Authority under the Financial Services and Markets Act 2000.]

[F45(1A)For the purposes of sub-paragraph (1)(c)(vi), references to rules made by the Prudential Regulation Authority are to those rules as they have effect on IP completion day.]

(2)The [F46appropriate authority] shall not confirm the transfer unless–

F47(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b)it is F48. . . satisfied that every policy included in the transfer evidences a contract which was entered into before the date of the application; [F49and]

(c)the relevant authority certifies that the transferee possesses the necessary margin of solvency after taking the proposed transfer into account; F50...

F51(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F52(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F53(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .

F54(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .

[F55(6)In this paragraph “the relevant authority" means—

F56(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b)if the transferee falls within paragraph (1)(c)(v), the supervisory authority in Switzerland;

(c)if the transferee falls within paragraph (1)(c)(vi), the [F46appropriate authority] or other supervisory body responsible for the supervision;

(d) in any other case, the [F46 appropriate authority].]]

Textual Amendments

F39Sch. 15 para. 15 substituted (1.9.1994) by S.I. 1994/1984 reg. 25, Sch. 4 para. 3

F41Sch. 15 para. 15(1)(c)(iv) repealed (1.12.2001) by virtue of S.I. 2001/3649, arts. 1, 207(2)(c)

F42Sch. 15 para. 15(1)(c)(v) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 207(2)(d)

F47Sch. 15 para. 15(2)(a) repealed (17.8.2001 for specified purposes and otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8(1), 13, Sch. 3 para. 128(t)(i); Sch. 4 (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)

F48Word in Sch. 15 para. 15(2)(b) repealed (17.8.2001 for specified purposes and otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8(1), 13, Sch. 3 para. 128(t)(ii); Sch. 4 (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)

F55Sch. 15 para. 15(6) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 207(3)

[F5715A(1)This paragraph applies to any transfer of engagements (other than contracts of reinsurance) where–U.K.

(a)the effecting of the engagements constituted the carrying on of long term business;

(b)the transferor is a friendly society to which section 37(3) above applies; and

(c)the transferee is–

(i)a friendly society to which section 37(2) or (3) above applies;

F58(ii). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F58(iii). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(iv). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(v)an insurance company whose margin of solvency is [F59supervised in accordance with rule 3.1 to 3.3 and rule 6.4 and 6.5 of the Third Country Branches Part of the Rulebook made by the Prudential Regulation Authority under the Financial Services and Markets Act 2000.]

[F60(1A)For the purposes of sub-paragraph (1)(c)(v), references to rules made by the Prudential Regulation Authority are to those rules as they have effect on IP completion day.]

(2)The [F61appropriate authority] shall not confirm the transfer unless–

F62(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b)the relevant authority certifies that the transferee possesses the necessary margin of solvency after taking the proposed transfer into account; F63...

F64(c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F65(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F66(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .

F67(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .

[F68(6)In this paragraph “the relevant authority" means—

F69(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b)if the transferee falls within paragraph (1)(c)(v), the [F61appropriate authority] or other supervisory body responsible for the supervision;

(c)in any other case, the [F61appropriate authority].]]

Textual Amendments

F70[16U.K.The Commission shall not confirm a transfer to a friendly society of engagements the fulfilment of which will constitute the carrying on in the United Kingdom of non-insurance business of any description unless it is satisfied that there is no substantial risk that the society will not be authorised under section 32 above to carry on non-insurance business of that description.]

Textual Amendments

F70Sch. 15 para. 16 omitted (17.8.2001 for specified purposes and otherwiseprosp.) by S.I. 2001/2617, arts. 2(a), 8(1), 13(1), Sch. 3 para. 128(v) (with art. 13(3), Sch. 5) and is repealed (prosp.) by S.I. 2001/2617, arts. 2(b), 13(2), Sch. 4 (with art. 13(3), Sch. 5)

Textual Amendments

F70Sch. 15 para. 16 omitted (17.8.2001 for specified purposes and otherwiseprosp.) by S.I. 2001/2617, arts. 2(a), 8(1), 13(1), Sch. 3 para. 128(v) (with art. 13(3), Sch. 5) and is repealed (prosp.) by S.I. 2001/2617, arts. 2(b), 13(2), Sch. 4 (with art. 13(3), Sch. 5)

F71...U.K.

Textual Amendments

F7116AU.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F7116BU.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Effect of failure to comply with relevant requirementsU.K.

17U.K.A failure to comply with a relevant requirement of this Act or any rules of a friendly society shall not invalidate any amalgamation, transfer of engagements or conversion; but a society which—

(a)participates in an amalgamation or transfer or converts into a company; and

(b)fails without reasonable excuse to comply with such a requirement;

shall be guilty of an offence and liable on summary conviction to a fine not exceeding level 4 on the standard scale.

InterpretationU.K.

[F7218F73(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

(2)In this Part of this Schedule–

“policy" means a contract (other than a contract of reinsurance) the effecting of which by a friendly society to which section 37(2) or (3) above applies constituted the carrying on of insurance business of any class;

“policy holder" means a member whose contract with such a society is a contract the effecting of which by the society constituted the carrying on of insurance business (other than reinsurance business) of any class;

“relevant requirement", with reference to this Act or the rules of a friendly society, means a requirement of this Part of this Act or of any rules prescribing the procedure to be followed by the society in approving or effecting an amalgamation or transfer of engagements or its conversion into a company.

F74(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

Textual Amendments