The Financial Services and Markets Act 2000 (Excluded Activities and Prohibitions) Order 2014

Securitisation companies and structured finance vehicles: definitions U.K.

3.—(1) In this Order—

(a) “securitisation undertaking” means—

(i) an asset holding company,

(ii) a commercial paper funded company,

(iii) an intermediate borrowing company,

(iv) a note-issuing company, or

(v) a warehouse company; and

(b) “asset holding company”, “commercial paper funded company”, “intermediate borrowing company”, “note-issuing company” and “warehouse company” means a company of the kind mentioned in paragraph (a), (b), (c), (d) or (e) of section 83(2) of the Finance Act 2005 M1 or in paragraph (a), (b), (c), (d) or (e) of regulation 4(2) of the Taxation of Securitisation Companies Regulations 2006 M2 , except that for these purposes—

(i) “company” includes any body corporate, partnership or unincorporated association, and

(ii) the requirements in section 83(3)(b) of the Finance Act 2005 and regulation 5(3) of the Taxation of Securitisation Companies Regulations 2006 shall not apply.

(2) For the purposes of this Order, a structured finance vehicle is a sponsored structured finance vehicle of a ring-fenced body where the only assets held by the structured finance vehicle consist of any of—

(a) money provided by the ring-fenced body or a subsidiary of the ring-fenced body;

(b) assets, or an interest in assets, created by, F1 ... or comprising claims against, any one or more of the following—

(i) the ring-fenced body,

(ii) a securitisation undertaking, provided that the only assets held by the securitisation undertaking are assets created F2 ...by the ring-fenced body or any of its subsidiary undertakings [F3 (provided that the assets concerned are assets that the ring-fenced body itself could hold)], and assets within sub-paragraphs (c) to (h) below,F4 ...

(iii) a subsidiary undertaking of the ring-fenced body, provided that the assets concerned are assets which the ring-fenced body itself could hold[F5 , or]

[F6 (iv) a member of the group of companies to which the ring-fenced body (“A”) belongs (other than one falling within paragraph (i), (ii) or (iii)) provided that—

(aa) the assets concerned were created no later than two years before A became a ring-fenced body,

(bb) the assets were transferred to the structured finance vehicle before A became a ring-fenced body, and

(cc) the assets concerned are assets that A itself could hold;]

(c) liquid assets, investments or facilities acquired by or made available to the structured finance vehicle to enable it to limit the extent to which its business may be adversely affected by any of the factors referred to in article 6(2);

(d) sums lent by the structured finance vehicle in connection with a capital market arrangement;

(e) rights arising under derivative instruments entered into with any person for the purpose of the protection of the structured finance vehicle against any difference between any rate, index or price and any other rate, index or price;

(f) rights arising under contracts with the ring-fenced body or with any other person for the provision of services to[F7 , or in connection with the transfer of assets to,] the structured finance vehicle;

(g) rights arising under a contract with another sponsored structured finance vehicle of the ring-fenced body;

[F8 (ga) assets, or an interest in assets, that—

(i) were created by, or comprised of claims against, a company outside the group of companies to which the ring-fenced body (“B”) belongs,

(ii) were transferred to the structured finance vehicle from—

(aa) B,

(bb) a subsidiary undertaking of B, or

(cc) any other member of the group of companies to which B belongs,

(iii) were acquired by the company from which the transfer was made no later than two years before B became a ring-fenced body,

(iv) in the case of assets transferred by a company falling within paragraph (ii)(cc), were transferred to the structured finance vehicle before B became a ring-fenced body, and

(v) are assets that B itself could hold;

(gb) assets that—

(i) have at any time been transferred to the ring-fenced body pursuant to a ring-fencing transfer scheme within the meaning of section 106B of the Act, and

(ii) are assets that the ring-fenced body itself could hold;

(gc) assets, or an interest in assets, that were—

(i) created or owned at any time by—

(aa) a company (“C”) in respect of which an order has been made under the Banking (Special Provisions) Act 2008, or

(bb) a subsidiary undertaking of C (“D”), and

(ii) transferred to the structured finance vehicle from C or D pursuant to any agreement for that purpose, whether directly or through an intermediary—

(aa) at a time when all of the shares in C were owned by a nominee of the Treasury or a company wholly owned by the Treasury,

(bb) in the case of assets created or owned by D, at a time when D was a subsidiary undertaking of C,

(cc) in connection with a capital market arrangement to which the structured finance vehicle was a party, and

(dd) where the capital market arrangement referred to in sub-paragraph (cc) was established to finance, wholly or in part, the consideration payable to C or D in connection with the transfer of the relevant assets;

(gd) assets, or an interest in assets, that—

(i) have at any time been subject to any transfer effected pursuant to Part 1 of the Banking Act 2009, and

(ii) are assets that the ring-fenced body itself could hold;]

(h) sums derived from any of the assets referred to in sub-paragraphs [F9 (a) to (gd)] above, including rights in relation to any current account, payment account or deposit account to which such sums are credited or paid.

Textual Amendments

F1 Words in art. 3(2)(b) omitted (1.12.2016) by virtue of The Financial Services and Markets Act 2000 (Ring-fenced Bodies, Core Activities, Excluded Activities and Prohibitions) (Amendment) Order 2016 (S.I. 2016/1032), arts. 1(2), 3(3)(a)(i)

F2 Words in art. 3(2)(b)(ii) omitted (1.12.2016) by virtue of The Financial Services and Markets Act 2000 (Ring-fenced Bodies, Core Activities, Excluded Activities and Prohibitions) (Amendment) Order 2016 (S.I. 2016/1032), arts. 1(2), 3(3)(a)(ii)(aa)

F3 Words in art. 3(2)(b)(ii) inserted (1.12.2016) by The Financial Services and Markets Act 2000 (Ring-fenced Bodies, Core Activities, Excluded Activities and Prohibitions) (Amendment) Order 2016 (S.I. 2016/1032), arts. 1(2), 3(3)(a)(ii)(bb)

F4 Word in art. 3(2)(b)(ii) omitted (1.12.2016) by virtue of The Financial Services and Markets Act 2000 (Ring-fenced Bodies, Core Activities, Excluded Activities and Prohibitions) (Amendment) Order 2016 (S.I. 2016/1032), arts. 1(2), 3(3)(a)(ii)(cc)

F5 Word in art. 3(2)(b)(iii) inserted (1.12.2016) by The Financial Services and Markets Act 2000 (Ring-fenced Bodies, Core Activities, Excluded Activities and Prohibitions) (Amendment) Order 2016 (S.I. 2016/1032), arts. 1(2), 3(3)(a)(iii)

F6 Art. 3(2)(b)(iv) inserted (1.12.2016) by The Financial Services and Markets Act 2000 (Ring-fenced Bodies, Core Activities, Excluded Activities and Prohibitions) (Amendment) Order 2016 (S.I. 2016/1032), arts. 1(2), 3(3)(a)(iv)

F7 Words in art. 3(2)(f) inserted (1.12.2016) by The Financial Services and Markets Act 2000 (Ring-fenced Bodies, Core Activities, Excluded Activities and Prohibitions) (Amendment) Order 2016 (S.I. 2016/1032), arts. 1(2), 3(3)(b)

F8 Art. 3(2)(ga)-(gd) inserted (1.12.2016) by The Financial Services and Markets Act 2000 (Ring-fenced Bodies, Core Activities, Excluded Activities and Prohibitions) (Amendment) Order 2016 (S.I. 2016/1032), arts. 1(2), 3(3)(c)

F9 Words in art. 3(2)(h) substituted (1.12.2016) by The Financial Services and Markets Act 2000 (Ring-fenced Bodies, Core Activities, Excluded Activities and Prohibitions) (Amendment) Order 2016 (S.I. 2016/1032), arts. 1(2), 3(3)(d)

Marginal Citations

M1 2005 c. 7. Section 83 has been amended by the Finance Act 2006 (c.25), s.101; the Finance 2007 (c.11), s. 59 and the Corporation Tax Act 2009 (c.4), schedule 1, Part 2, paragraphs 648, 662.

M2 S.I. 2006/3296.