C1C2Part 1Special Resolution Regime
Pt. 1: power to amend conferred (1.3.2014) by Financial Services (Banking Reform) Act 2013 (c. 33), ss. 17(3)(f), 148(5); S.I. 2014/377, art. 2(1)(b), Sch. Pt. 2
F1Chapter 5 Special cases
Pt. 1 Ch. 5 formed from ss. 83A-89G (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 98
Building societies, &c.
84DF2F5Transfer to a bridge bank or Bail-in option: modifications of this Act and other legislation
F3A1
Where a share transfer instrument makes provision under section 84ZA(2) with respect to a building society, the second stabilisation option is to be exercised by making (in that or a subsequent share transfer instrument) provision under section 12(2)(a)—
a
with respect to the successor company, or
b
where provision made under section 84ZA includes provision under subsection (3)(g) of that section, with respect to the successor company or its specified parent undertaking.
1
Where a resolution instrument makes provision under section 84A(5) with respect to a building society, the exercise of the fourth stabilisation option involves the making (in that or a subsequent resolution instrument) of provision or proposals of any kind mentioned in section 12A(3) to (6)—
a
with respect to the successor company, or
b
where provision made under section 84A includes provision under subsection (8) of that section, with respect to the successor company or its specified parent undertaking.
2
For the purpose of the making of F6provision as mentioned in subsection (A1)(a) or (b) or provision or proposals as mentioned in subsection (1)(a) or (b)—
a
the Table in section 84 does not apply, and
b
the provisions in the first column of the following Table apply F14where relevant —
i
in relation to the successor company, or
ii
in a case within subsection F15(A1)(b) or (1)(b), in relation to the successor company or its specified parent undertaking,
as they apply in relation to a bank, but subject to the modifications in the third column of the Table.
Section | Topic | Modification |
|---|---|---|
Section 12A | Bail-in option | Treat references in subsection (4) to securities issued by a specified bank as references to securities issued by the building society, or by the successor company or its specified parent undertaking. For subsection (8) substitute—
|
Section 12AA | Bail-in: sequence of write-down and conversion of capital instruments and liabilities | In relation to the result to be achieved, treat any reference to an instrument or liability of the bank as a reference to an instrument or liability of the building society immediately before the making of the first resolution instrument under section 84A in respect of it. |
F7Section 15 | Share transfer instruments | Treat references in subsection (1) to securities issued by a specified bank as references to securities issued by the building society, or by the successor company or its specified parent undertaking. |
Section 17 | Effect of transfer | |
Section 18 | Continuity | |
F8Section 19 | Conversion and delisting | |
Section 20 | Directors and senior managers | Treat references to a director or senior manager of a specified bank as references to a director or senior manager of the building society or of the successor company or its specified parent undertaking. In subsection (1A) treat the reference to a specified bank as a reference to the building society or its successor company. |
Section 21 | Ancillary instruments: production, registration etc | |
Section 21 | Incidental provision | |
Section 24 | Procedure: instruments | On the first occasion on which the power to make a share transfer instrument is exercised in relation to a building society, treat the references in this section to a bank as a reference to a building society. |
Section 26 | Supplemental Instruments | Treat the reference in subsection (3) to securities issued by the bank as a reference to securities issued by the building society or by the successor company or its specified parent undertaking. |
Section 26ZA | Onward share transfer instruments | Treat references to securities issued by the bank as references to securities issued by the building society or by the successor company or its specified parent undertaking. |
Section 30 | Resolution company: share transfers | |
Section 31 | Resolution company: reverse share transfer | |
Section 41A, and any other provision so far as relating to property transfer instruments under section 41A(2) | Transfer of property subsequent to resolution instrument | |
F9Section 44D and any other provision so far as relating to property transfer instruments under section 44D | Transfer of property subsequent to share transfer instrument | Section 44D also applies where the Bank of England has made a share transfer instrument in accordance with section 12(2) which provides for the conversion of the building society under section 84ZA(2). |
Section 48B | Special bail-in provision | The provision that may be made in accordance with section 48B(1)(b) (see also rule 3(a) and (b) of section 48B(5)) includes provision replacing a liability (of any form) of the building society or its successor company with a liability of the successor company’s specified parent undertaking. |
Section 48C | Meaning of “protected deposit” | |
Section 48D | General interpretation of section 48B | |
Section 48E | Report on special bail-in provision | |
Section 48F | Power to amend definition of “excluded liabilities” | |
Section 48G | Priority between creditors | Treat the reference in subsection (1) to the treatment of liabilities on an insolvency as a reference to the treatment of liabilities on the insolvency of a building society. |
Section 48H | Business reorganisation plans | Treat the reference in subsection (2)(a) to the bank as a reference to the building society. |
Section 48L | Powers in relation to securities | Treat references to securities issued by the bank as references to securities issued by the building society or by the successor company or its specified parent undertaking. |
Section 48N | Directors and senior managers | Treat references to a director or senior manager of a specified bank as references to a director or senior manager of the building society or of the successor company or its specified parent undertaking. |
Section 48O | Directions in or under resolution instrument | Treat references to a director of the bank as references to a director of the building society or of the successor company or its specified parent undertaking. |
Section 48P | Orders for safeguarding certain financial arrangements | |
Section 48Q | Continuity | |
Section 48R | Execution and registration of instruments etc. | |
Section 48S | Resolution instruments: general matters | |
Section 48T | Resolution instruments: procedure | On the first occasion on which the power to make a resolution instrument is exercised in relation to a building society, treat the first reference in subsection (1) to a bank as a reference to the building society. |
Section 48U | Supplemental resolution instruments | Treat the reference in subsection (1) to a bank as a reference to the building society. |
Section 48V | Onward transfer | Treat references to securities issued by the bank as references to securities issued by the building society or by the successor company or its specified parent undertaking. |
Section 48W | Reverse transfer | Treat references to securities issued by the bank as references to securities issued by the building society or by the successor company or its specified parent undertaking. |
Section 48X | Replacement of Bank’s provisional valuation | Treat the first reference in subsection (2)(a) to the bank as a reference to the building society. |
Section 48Y | Consequences of a replacement valuation | Treat the first reference in subsection (1) to the bank as a reference to the building society. |
Section 48Z | Termination rights etc. | This section applies to contracts and other agreements entered into by the building society or by the successor company or its specified parent undertaking. |
Section 49 | Compensation orders | Treat references to transferors as including references to the shareholding members of the building society. |
F10Section 52 | Transfer to resolution company | |
Section 52A | Compensation orders: bail-in option | |
Section 53 | Onward and reverse transfers etc. | |
Section 54 | Independent valuer: compensation scheme order or bail-in compensation order | |
Section 55 | Independent valuer: supplemental | |
Section 56 | Independent valuer: money | |
Section 57 | Valuation principles | Treat the reference in subsection (4) to a bank as a reference to the building society. Treat the reference in subsection (5) to a transferor as including a reference to a shareholding member of the building society. |
Section 58 | Resolution fund | |
Section 59 | Third party compensation: discretionary provision | Treat the reference in subsection (1) to a transferor as including a reference to a shareholding member of the building society. |
Section 60A | Further mandatory provision: bail-in provision | |
Section 60B | Principle of no less favourable treatment | Treat references to pre-resolution shareholders and creditors of a bank as references to persons who were shareholding members of, or creditors of, the building society, immediately before the coming into effect of the first resolution instrument to be made in respect of the building society. Treat references to the bank as references to the building society. |
Section 61 | Sources of compensation | |
Section 62 | Procedure | |
Section 62A | Independent valuer: sections 6E and 48X | |
Sections 62B to 62E | Resolution administrator | |
Sections 63, 64 and 66 to 70 where they apply in relation to F11a share transfer instrument or a resolution instrument or in relation to a property transfer instrument under section 41A(2) | Continuity obligations | Treat references in sections 66(1A) and 68(1)(a) to securities issued by the bank as references to securities issued by the building society or by the successor company or its specified parent undertaking. |
Section 70A | Suspension of obligations | |
Section 70B | Restriction of security interests | |
Section 70C | Suspension of termination rights | |
Section 70D | Suspension: general provisions | |
Section 71 | Pensions | This section applies in relation to a pension scheme of the building society or of the successor company. |
Section 73 | Disputes | |
Section 74 | Tax | This section enables regulations to make provision in relation to the building society, the successor company or its specified parent undertaking. |
Section 75 | Power to change law | Treat the reference in subsection (5)(b) to building societies as including a reference to successor companies and their specified parent undertakings. |
F12Section 78 | Public funds: general | |
Section 78A | Pre-conditions for financial assistance: duty of Bank to give information | |
F13Section 79 | Public funds: resolution company | Treat the reference in subsection (1) to a bank as a reference to a building society or its successor company. |
Section 80 | Resolution company: report | Treat the reference in subsection (1) to a bank as a reference to a building society or its successor company. |
Section 80A | Transfer for bail-in purposes: report | Treat the reference in subsection (1) to a bank as a reference to the building society. |
Section 81A | Accounting information to be included in reports under sections 80, 80A(2)(b) and 81 | |
Sections 83ZA to 83Z2 | Information, investigation and enforcement | |
Section 89K | Insolvency proceedings | Treat the references in paragraphs (a) and (b) of subsection (1) to a relevant firm as references to the building society. |
Section 89L | Restrictions on disclosure of confidential information | |
Section 89M | Giving of notices, documents etc. under Part 1 |
3
Any statutory instrument made under a provision specified in the first column of the Table in subsection (2) applies—
a
to the successor company, or
b
in a case within subsection F16(A1)(b) or (1)(b), to the successor company or the specified parent undertaking,
as it applies in relation to a bank, but subject to modifications corresponding to those applying to the provision under which it is made and as if references to a provision modified by subsection (2) or (5) were references to that provision as so modified.
4
Subsection (3) does not apply where the instrument—
a
states that it does not apply, or
b
makes express provision about building societies or their successor companies.
5
Where a resolution instrument makes provision under section 84A in respect of a building society—
a
section 81BA (groups: bail-in option) applies with the following modifications—
i
references to a banking group company are to be read as references to a subsidiary of the building society, and
ii
the power in subsection (1) of that section is to be exercised only where the Bank of England has exercised the stabilisation power in accordance with section 12A(2) in respect of the parent building society;
b
section 81CA applies as if references to a banking group company were references to a subsidiary of the building society or of the successor company; and
c
section 81D (interpretation: “banking group company”) does not apply.
F45A
Where—
a
the third stabilisation option is exercised in connection with the fourth stabilisation option in respect of a building society, and
b
before the third stabilisation option is exercised—
i
the building society is converted into a company pursuant to section 84A(5)(a), or
ii
all the property, rights and liabilities of the building society are transferred to a company pursuant to section 84A(5)(b),
the references to the bank in section 12ZA(1)(a) and any other provision so far as relating to property transfer instruments under section 12ZA include a reference to the successor company.
6
Sections 97 to 102D of the Building Societies Act 1986 (transfer of business of building society to commercial company) do not apply where
F17a
a share transfer instrument makes provision under section 84ZA, or
b
a resolution instrument makes provision under section 84A.
7
Section 103 of the Building Societies Act 1986 (cancellation of registration) does not apply where
F18a
a share transfer instrument makes provision under section 84ZA(3)(e), or
b
a resolution instrument makes provision under section 84A(7)(e).
8
In this section—
“company” means a company as defined in section 1(1) of the Companies Act 2006 which is a public company limited by shares;
“specified parent undertaking” means a company by which in accordance with provision falling within F19paragraph (g) of section 84ZA(3) or paragraph (a) or (b) of section 84A(8) the successor company is (or is to be) wholly owned;
“the successor company”, in relation to a building society, means the company into which the building society is converted, or to which the property, rights and liabilities of the building society are transferred, as a result of provision made under section F2084ZA(2) or 84A(5).
Pt. 1 restricted (7.1.2010) by Banking Act 2009 (Exclusion of Insurers) Order 2010 (S.I. 2010/35), arts. 1, 2