Financial Services and Markets Bill - continued        House of Lords

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  PART VII
  CONTROL OF BUSINESS TRANSFERS
Control of business transfers.     102. No insurance business transfer scheme or banking business transfer scheme is to have effect unless an order has been made in relation to it under section 109(1).
 
Insurance business transfer schemes.     103. - (1) A scheme is an insurance business transfer scheme if it-
 
 
    (a) satisfies one of the conditions set out in subsection (2);
 
    (b) results in the business transferred being carried on from an establishment of the transferee in an EEA State; and
 
    (c) is not an excluded scheme.
      (2) The conditions are that-
 
 
    (a) the whole or part of the business carried on in one or more member States by a UK authorised person who has permission to deal in contracts of insurance ("the authorised person concerned") is to be transferred to another body ("the transferee");
 
    (b) the whole or part of the business, so far as it consists of reinsurance, carried on in the United Kingdom through an establishment there by an EEA firm qualifying for authorisation under Schedule 3 which has permission to deal in contracts of insurance ("the authorised person concerned") is to be transferred to another body ("the transferee");
 
    (c) the whole or part of the business carried on in the United Kingdom by an authorised person who is neither a UK authorised person nor an EEA firm but who has permission to deal in contracts of insurance ("the authorised person concerned") is to be transferred to another body ("the transferee").
      (3) A scheme is an excluded scheme for the purposes of this section if it falls within any of the following cases:
 
Case 1      Where the authorised person concerned is a friendly society.
 
Case 2      Where-
 
 
    (a) the authorised person concerned is a UK authorised person;
 
    (b) the business to be transferred under the scheme is reinsurance business carried on in one or more EEA States other than the United Kingdom; and
 
    (c) the scheme has been approved by a court in an EEA State other than the United Kingdom or by the host state regulator.
Case 3      Where-
 
 
    (a) the authorised person concerned is a UK authorised person;
 
    (b) the business to be transferred under the scheme is carried on in one or more countries or territories (none of which is an EEA State) and does not include policies of insurance (other than reinsurance) against risks arising in an EEA State; and
 
    (c) the scheme has been approved by a court in a country or territory other than an EEA State or by the authority responsible for the supervision of that business in a country or territory in which it is carried on.
Case 4      Where the business to be transferred under the scheme is the whole of the business of the authorised person concerned and-
 
 
    (a) consists solely of reinsurance business, or
 
    (b) all the policyholders are controllers of the firm or of firms within the same group as the firm which is the transferee,
  and, in either case, all of the policyholders who will be affected by the transfer have consented to it.
 
      (4) The parties to a scheme which falls within Case 2, 3 or 4 may apply to the court for an order sanctioning the scheme as if it were an insurance business transfer scheme.
 
      (5) Subsection (6) applies if the scheme involves a compromise or arrangement falling within section 427A of the Companies Act 1985 (or Article 420A of the Companies (Northern Ireland) Order 1986).
 
      (6) Sections 425 to 427 of that Act (or Articles 418 to 420 of that Order) have effect as modified by section 427A of that Act (or Article 420A of that Order) in relation to that compromise or arrangement.
 
      (7) But subsection (6) does not affect the operation of this Part in relation to the scheme.
 
      (8) "UK authorised person" means a body which is an authorised person and which is incorporated in, or an unincorporated association formed under the law of, any part of the United Kingdom.
 
      (9) "Establishment" means, in relation to a person, his head office or a branch of his.
 
Banking business transfer scheme.     104. - (1) A scheme is a banking business transfer scheme if it-
 
 
    (a) satisfies one of the conditions set out in subsection (2);
 
    (b) is one under which the whole or part of the business to be transferred includes the accepting of deposits; and
 
    (c) is not an excluded scheme.
      (2) The conditions are that-
 
 
    (a) the whole or part of the business carried on by a UK authorised person who has permission to accept deposits ("the authorised person concerned") is to be transferred to another body ("the transferee"),
 
    (b) the whole or part of the business carried on in the United Kingdom by an authorised person who is not a UK authorised person but who has permission to accept deposits ("the authorised person concerned") is to be transferred to another body which will carry it on in the United Kingdom ("the transferee").
      (3) A scheme is an excluded scheme for the purposes of this section if-
 
 
    (a) the authorised person concerned is a building society or a credit union; or
 
    (b) the scheme is a compromise or arrangement to which section 427A(1) of the Companies Act 1985 or Article 420A of the Companies (Northern Ireland) Order 1986 (mergers and divisions of public companies) applies.
      (4) For the purposes of subsection (2)(a) it is immaterial whether or not the business to be transferred is carried on in the United Kingdom.
 
      (5) "UK authorised person" has the same meaning as in section 103.
 
      (6) "Building society" has the meaning given in the Building Societies Act 1986.
 
      (7) "Credit union" means a credit union within the meaning of-
 
 
    (a) the Credit Unions Act 1979;
 
    (b) the Credit Unions (Northern Ireland) Order 1985.
Application for order sanctioning transfer scheme.     105. - (1) An application may be made to the court for an order sanctioning an insurance business transfer scheme or a banking business transfer scheme.
 
      (2) An application may be made by-
 
 
    (a) the authorised person concerned;
 
    (b) the transferee; or
 
    (c) both.
      (3) The application must be made-
 
 
    (a) if the authorised person concerned and the transferee are registered or have their head offices in the same jurisdiction, to the court in that jurisdiction;
 
    (b) if the authorised person concerned and the transferee are registered or have their head offices in different jurisdictions, to the court in either jurisdiction;
 
    (c) if the transferee is not registered in the United Kingdom and does not have his head office there, to the court which has jurisdiction in relation to the authorised person concerned.
      (4) "Court" means-
 
 
    (a) the High Court; or
 
    (b) in Scotland, the Court of Session.
Requirements on applicants.     106. - (1) The Treasury may by regulations impose requirements on applicants under section 105.
 
      (2) The court may not determine an application under that section if the applicant has failed to comply with a prescribed requirement.
 
      (3) The regulations may, in particular, include provision-
 
 
    (a) as to the persons to whom, and periods within which, notice of an application must be given;
 
    (b) enabling the court to waive a requirement of the regulations in prescribed circumstances.
Scheme reports.     107. - (1) An application under section 105 in respect of an insurance business transfer scheme must be accompanied by a report on the terms of the scheme ("a scheme report").
 
      (2) A scheme report may be made only by a person-
 
 
    (a) appearing to the Authority to have the skills necessary to enable him to make a proper report; and
 
    (b) nominated or approved for the purpose by the Authority.
      (3) A scheme report must be made in a form approved by the Authority.
 
Right to participate in proceedings.     108. On an application under section 105, the following are also entitled to be heard-
 
 
    (a) the Authority, and
 
    (b) any person (including an employee of the authorised person concerned or of the transferee) who alleges that he would be adversely affected by the carrying out of the scheme.
 
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