SCHEDULES
C1SCHEDULE 15 Amalgamations, Transfers of Engagements and Conversion: Supplementary
Part II Confirmation by F18appropriate authority
Words in Sch. 15 Pt. 2 heading substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 9 para. 56(5) (with Sch. 12)
Confirmation of transfers of engagements
12
The F22appropriate 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.
F113
1
The F19appropriate authority shall not confirm a transfer in any case where the transferee is required by section 87 above to furnish the F19appropriate 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 F20appropriate 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 F19appropriate 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 F20appropriate 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.
F3014
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.
F215
1
This paragraph applies to any transfer of engagements (other than contracts of reinsurance) where–
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;
F24ii
a UK firm which has an EEA right deriving from any of the insurance directives;
F25iii
an EEA firm of the kind mentioned in paragraph 5(d) of Schedule 3 to the Financial Services and Markets Act 2000;
F26iv
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F27v
an insurance company whose head office is in Switzerland, which has permission under F29Part 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 required to be supervised in accordance with F33Article 166 or 167 of the Solvency 2 Directive.
2
The F21appropriate authority shall not confirm the transfer unless–
F3a
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
b
it is F4. . . satisfied that every policy included in the transfer evidences a contract which was entered into before the date of the application;
c
the relevant authority certifies that the transferee possesses the necessary margin of solvency after taking the proposed transfer into account; and
d
where the establishment from which the policies are to be transferred is situated in F5an EEA State other than the United Kingdom, the F21appropriate authority is satisfied–
i
that the supervisory authority in that F5EEA State has been consulted about the proposed transfer; and
ii
either that the authority has responded or that the period of three months beginning with the consultation has elapsed.
3
Where, as regards any policy F6. . . which is included in the proposed transfer, the risk is situated in a F5an EEA State other than the United Kingdom, the F21appropriate authority shall not confirm the transfer unless it is satisfied–
a
that the supervisory authority in that F5an EEA State has been notified of the proposed transfer;
b
either that the authority has consented to the transfer or that the authority has not refused its consent to the transfer within the period of three months beginning with the notification.
F74
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .
F85
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .
F286
In this paragraph “the relevant authority" means—
a
if the transferee falls within paragraph (1)(c)(iii), its home state regulator;
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 F21appropriate authority or other supervisory body responsible for the supervision;
d
in any other case, the F21 appropriate authority.
F915A
1
This paragraph applies to any transfer of engagements (other than contracts of reinsurance) where–
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;
F10ii
a UK firm which has an EEA right deriving from any of the insurance directives;
F11iii
an EEA firm of the kind mentioned in paragraph 5(d) of Schedule 3 to the Financial Services and Markets Act 2000;
iv
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
an insurance company whose margin of solvency is required to be supervised in accordance with F32Article 166 or 167 of the Solvency 2 Directive.
2
The F23appropriate authority shall not confirm the transfer unless–
F12a
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
b
the relevant authority certifies that the transferee possesses the necessary margin of solvency after taking the proposed transfer into account; and
c
where the establishment from which the policies are to be transferred is situated in F13an EEA State other than the United Kingdom, the F23appropriate authority is satisfied–
i
that the supervisory authority in that F13 EEA State has been consulted about the proposed scheme; and
ii
either that the authority has responded or that the period of three months beginning with the consultation has elapsed.
3
Where, as regards any policy F14. . . which is included in the proposed transfer, F13an EEA State other than the United Kingdom, is the State in which the commitment is situated, the F23appropriate authority shall not confirm the transfer unless it is satisfied–
a
that the supervisory authority in that F13an EEA State has been notified of the proposed scheme; and
b
either that the authority has consented to the scheme or that the authority has not refused its consent to the scheme within the period of three months beginning with the notification.
F154
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .
F165
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .
F176
In this paragraph “the relevant authority" means—
a
if the transferee falls within paragraph (1)(c)(iii), its home state regulator;
b
if the transferee falls within paragraph (1)(c)(v), the F23appropriate authority or other supervisory body responsible for the supervision;
c
in any other case, the F23appropriate authority.
F3116
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.
Sch. 15: power to modify conferred (16.1.2009) by Building Societies (Funding) and Mutual Societies (Transfers) Act 2007 (c. 26), ss. 3, 6(2); S.I. 2009/36, art. 2