Banking (Special Provisions) Act 2008

Section 3

SCHEDULE 1 U.K. Transfer orders under section 3

Provisions relating to securities transferred: general U.K.

1 (1) An order under section 3 may make provision— U.K.

(a) for securities to be transferred free from all trusts, liabilities and incumbrances;

(b) for any transfer of securities to take effect despite—

(i) the absence of any required consent or concurrence to or with the transfer,

(ii) any other restriction relating to the transfer of the securities, or

(iii) the absence of the delivery of any instrument representing securities transferable by delivery (a “bearer instrument”);

(c) for the delivery of any such instruments to a specified person, and the issue to the transferee of instruments representing such securities;

(d) for the transferee to be entitled to be entered in any register of securities without the need for delivery of any instrument of transfer;

(e) for requiring the person maintaining any such register to register the transferee in the register;

(f) for the transferee to be, as from the transfer date, entitled, or subject, to rights, privileges, advantages and liabilities arising from or relating to transferred securities, whether or not the transferee has been so registered or any bearer instrument representing the transferred securities has been delivered to the transferee;

(g) for deeming the transferee for any specified purposes to be the holder of the transferred securities at a time when the transferee has yet to be so registered or any such instrument has yet to be so delivered;

(h) for securing that rights of holders of securities, and rights relating to securities that are held by persons other than—

(i) the holders of the securities, or

(ii) the transferee,

cease to be exercisable by the holders of the securities or (as the case may be) such other persons;

(i) for requiring distributions or other relevant amounts payable by the relevant deposit-taker on or after the transfer date to be paid into the Consolidated Fund.

(2) Sub-paragraph (1)(h) applies to—

(a) securities issued by the relevant deposit-taker (whether or not transferred by an order under section 3), or

(b) securities issued by any of its group undertakings;

and, in relation to any transferred securities, any references in that provision to holders of securities are to former holders of them.

Conversion of form in which securities held etc. U.K.

2 (1) An order under section 3 may make provision— U.K.

(a) for securities held in one form to be converted, in the specified manner, from that form into another specified form;

(b) for converting a specified class of securities into securities of another specified class;

(c) for matters consequential on any such conversion as is mentioned in paragraph (a) or (b).

(2) Sub-paragraph (1) applies to securities issued by the relevant deposit-taker, whether or not transferred by an order under section 3.

Delisting of securities U.K.

3 (1) An order under section 3 may make provision for discontinuing the listing of securities issued by the relevant deposit-taker (whether or not the securities have been transferred by such an order). U.K.

(2) In this paragraph “listing” has the meaning given by section 74(5) of FSMA 2000.

Alteration of terms of securities or contracts etc. U.K.

4 (1) An order under section 3 may make provision for varying or nullifying the terms, or the effect of terms, of— U.K.

(a) securities issued by the relevant deposit-taker (whether or not transferred by such an order),

(b) securities issued by any of its group undertakings, or

(c) other relevant instruments.

(2) The provision that may be made by virtue of sub-paragraph (1) includes provision—

(a) for securing that transactions or events of any specified description have or do not have (directly or indirectly) such consequences as are specified, or are to be treated in the specified manner for any specified purposes;

(b) for discharging persons from further performance of obligations under relevant instruments, and for dealing with the consequences of persons being so discharged.

(3) In this paragraph “relevant instrument” means any agreement, licence or other instrument to or by which any of the following is a party or bound—

(a) the relevant deposit-taker,

(b) any of its group undertakings, or

(c) any person having a specified connection with the relevant deposit-taker or any of its group undertakings (whether framed by reference to a sale of assets by one to the other, or otherwise).

Creation of new rights etc. U.K.

5 U.K. An order under section 3 may make provision for the creation of new rights and liabilities as between the relevant deposit-taker and any of its group undertakings.

Rights etc. under pension schemes U.K.

6 (1) An order under section 3 may make provision— U.K.

(a) as to the consequences of any transfer, by such an order, in relation to any pension scheme;

(b) in relation to any property, rights and liabilities of any relevant occupational pension scheme.

(2) Such an order may—

(a) modify any such rights and liabilities;

(b) apportion any such rights and liabilities between different persons;

(c) provide for property of, or accrued rights in, any relevant occupational pension scheme to be transferred to another occupational pension scheme without the consent of any person.

(3) Provision made in pursuance of this paragraph may be made by means of modifications of a relevant occupational pension scheme or otherwise.

(4) In this paragraph—

• “occupational pension scheme” has the meaning given by section 150(5) of the Finance Act 2004 (c. 12);

• “relevant occupational pension scheme” means an occupational pension scheme in relation to which—

  (a)

  the relevant deposit-taker, or

  (b)

  any of its group undertakings,

  is or has been an employer.

Provisions relating to directors of relevant deposit-taker etc. U.K.

7 (1) An order under section 3 may make provision enabling the Treasury— U.K.

(a) to remove or appoint directors of the relevant deposit-taker or any of its group undertakings;

(b) to determine, by agreement with persons so appointed by the Treasury, their remuneration and the other terms and conditions of their service contracts;

(c) to terminate, or vary the terms and conditions of, the service contracts of persons who (however appointed) are directors of the relevant deposit-taker or any of its group undertakings.

(2) An order under section 3 may provide for anything done by the Treasury in accordance with provision made by virtue of sub-paragraph (1) to be treated as done by the relevant deposit-taker.

(3) In this paragraph “service contract” has the meaning given by section 227 of the Companies Act 2006 (c. 46).

Supplementary provisions U.K.

8 (1) An order under section 3 may make provision— U.K.

(a) for agreements made or other things done by or in relation to former holders of transferred securities to be treated as made or done by or in relation to the transferee;

(b) for references to such persons in instruments or documents to have effect with specified modifications;

(c) for anything that relates to anything transferred by an order under section 3, and is in the process of being done by or in relation to any such person immediately before it is transferred, to be continued by or in relation to the transferee.

(2) An order under section 3 may require former holders of transferred securities to provide the transferee with such information and other assistance as is specified.

(3) An order under section 3 may make provision for disputes as to specified matters arising under or by virtue of an order under that section to be determined in the specified manner.

Interpretation U.K.

9 (1) In this Schedule— U.K.

• “distributions or other relevant amounts” includes dividends, payments of interest, principal or capital, premiums and other payments arising in connection with securities transferred by an order under section 3;

• “former holder”, in relation to transferred securities, means a person holding the securities before the transfer date;

• “the relevant deposit-taker”, in relation to an order under section 3, means the authorised UK deposit-taker in relation to which the order is made;

• “remuneration” includes any benefit in kind;

• “register of securities” means a register of members or any other register of the holders of securities;

• “specified purposes” include the purposes of any specified statutory provision;

• “the transferee” means the person to whom securities are transferred by an order under section 3;

• “the transfer date” means (subject to sub-paragraph (2)) the date on which such a transfer takes place.

(2) If an order under section 3 provides for any transfer to take place at a particular time on a particular date, then in relation to that transfer, references to the transfer date are to that time on that date.