Financial Services and Markets Act 2023

Reverse share transfer

51 (1) This paragraph applies where the Bank has made a share transfer instrument in accordance with paragraph 27(2), 29(3) or 30(2) (“the original instrument”) providing for the transfer of securities issued by a CCP to a person (“the original transferee”).

(2) The Bank may make one or more reverse share transfer instruments in respect of securities issued by the CCP and held by the original transferee (whether or not they were transferred by the original instrument).

(3) If the Bank makes an onward share transfer instrument in respect of securities transferred by the original instrument, the Bank may make one or more reverse share transfer instruments in respect of securities issued by the CCP and held by a transferee under the onward share transfer instrument (“the onward transferee”).

(4) A reverse share transfer instrument is a share transfer instrument which—

(a) provides for transfer to the transferor under the original instrument (where sub-paragraph (2) applies);

(b) provides for transfer to the original transferee (where sub-paragraph (3) applies);

(c) makes other provision for the purposes of, or in connection with, the transfer of securities which are, could be or could have been transferred under paragraph (a) or (b).

(5) The Bank may not make a reverse share transfer instrument under sub-paragraph (2) unless—

(a) the original transferee is—

(i) the Bank,

(ii) a company wholly owned by the Bank or the Treasury, or

(iii) a nominee of the Treasury, or

(b) the reverse share transfer instrument is made with the written consent of the original transferee.

(6) The Bank may not make a reverse share transfer instrument under sub-paragraph (3) unless—

(a) the onward transferee is—

(i) the Bank,

(ii) a company wholly owned by the Bank or the Treasury, or

(iii) a nominee of the Treasury, or

(b) the reverse share transfer instrument is made with the written consent of the onward transferee.

(7) Paragraphs 17 and 19 do not apply to a reverse share transfer instrument (but it is to be treated in the same way as any other share transfer instrument for all other purposes including for the purposes of the application of a power under this Schedule).

(8) Before making a reverse share transfer instrument the Bank must consult—

(a) if the CCP is a PRA-authorised person, the PRA, and

(b) the FCA.

(9) Paragraph 48 applies where the Bank has made a reverse share transfer instrument.