The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008
| Jurisdiction | UK Non-devolved |
| Citation | SI 2008/2546 |
| Year | 2008 |
2008 No. 2546
Banks And Banking
The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008
Made 29th September 2008
Laid before Parliament 29th September 2008
Coming into force 29th September 2008
It appears to the Treasury to be desirable to make this Order for the following purpose:
maintaining the stability of the UK financial system in circumstances where the Treasury consider that there would be a serious threat to its stability if the Order were not made.
The Treasury, in exercise of the powers conferred by sections 3, 4, 8, 12 and 13(2) of, and Schedule 1 to, the Banking (Special Provisions) Act 20081, make the following Order:
PART 1
GENERAL
Citation and commencement
1.—(1) This Order may be cited as the Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008.
(2) This Order comes into force at 8.00a.m on 29th September 2008.
Interpretation: general
2. In this Order—
“the 1985 Act” means the Companies Act 19852;
“the 2000 Act” means the Financial Services and Markets Act 20003;
“the 2006 Act” means the Companies Act 20064;
“Abbey” means Abbey National plc, company registered number 2294747;
“the Act” means the Banking (Special Provisions) Act 2008;
“the Authority” means the Financial Services Authority;
“the Bank” means the Governor and Company of the Bank of England;
“Bradford & Bingley” means Bradford & Bingley plc, company registered number 3938288;
“Bradford & Bingley International” means Bradford & Bingley International Limited, a company registered in the Isle of Man, company number 052221C;
“Bradford & Bingley’s registrar” means the person appointed by Bradford & Bingley, as its agent, among other things to maintain its register of members;
“the COMP Sourcebook” means the Compensation Sourcebook made by the Authority under the 2000 Act;
“the Companies Acts” has the meaning given by section 2 of the 2006 Act;
“the dated subordinated notes” means the following debt issued by Bradford & Bingley —
(a) the £125,000,000 7.625 per cent. subordinated notes due February 2010;
(b) the £125,000,000 6.625 per cent. subordinated notes due 16 June 2023;
(c) the £200,000,000 fixed-rate step-up subordinated notes due 2022;
(d) the £150,000,000 floating rate dated subordinated notes due March 2054;
(e) the £250,000,000 fixed rate/floating rate callable step-up subordinated notes due January 2018; and
(f) any further subordinated debt which ranks or is expressed to rankpari passu with any of the notes referred to in (a) to (e);
“eligible claimant” has the meaning given in rule 4.2.1 of the COMP Sourcebook;
“the FEES 6 Chapter” means Chapter 6 (Financial Services Compensation Scheme Funding) of the Fees Manual made by the Authority under the 2000 Act;
“the Financial Services Compensation Scheme” means the scheme established by the Authority under Part 15 (the financial services compensation scheme) of the 2000 Act;
“the first transfer” means the transfer effected by article 3;
“the first transfer time” has the meaning given by article 3(2);
“FSCS” means the body corporate established by the Authority under section 212 (the scheme manager) of the 2000 Act;
“protected deposit” has the meaning given in rule 5.3.1 of the COMP Sourcebook;
“qualifying claimant” means an eligible claimant who immediately before the first transfer time had a claim against Bradford & Bingley for a protected deposit;
“relevant undertaking” means Bradford & Bingley or any of its UK subsidiary undertakings;
“retail deposits” means liabilities represented by amounts standing to the credit of retail deposit accounts including instant access accounts, fixed term and notice savings accounts, savings bonds and individual savings accounts, together with interest and other sums accruing to the benefit of such accounts;
“the second transfer” means the transfer effected by article 16;
“the second transfer time” has the meaning given by article 16(2);
“shares in Bradford & Bingley” means the ordinary shares issued by Bradford & Bingley;
“the transitional period” means the period of 18 months beginning with the date of this Order;
“the Treasury Solicitor” has the same meaning as in the Treasury Solicitor Act 18765and whose address is One Kemble Street, London WC2B 4TS;
“UK subsidiary undertaking” means a subsidiary undertaking of Bradford & Bingley that is a body corporate incorporated, or a partnership established, under the law of any part of the United Kingdom; and
“the USRs” means the Uncertificated Securities Regulations 20016.
PART 2
THE FIRST TRANSFER AND RELATED PROVISIONS
The first transfer
3.—(1) By virtue of this Order, the shares in Bradford & Bingley are transferred to the Treasury Solicitor as nominee of the Treasury.
(2) The transfer under paragraph (1) takes place at the time this Order comes into force (“the first transfer time”).
(3) The transfer of the shares effected under paragraph (1) shall vest title in the Treasury Solicitor—
(a)
(a) free from all trusts, liabilities and incumbrances; and
(b)
(b) together with all rights, benefits or privileges which attach or accrue to or arise from such shares on or after the first transfer time.
Registration of shares and issue of certificates
4.—(1) The Treasury Solicitor is entitled with effect from the first transfer time to be entered in the register of members of Bradford & Bingley as holder of the shares in Bradford & Bingley without the need for delivery of any instrument of transfer or other instrument or document and notwithstanding—
(a)
(a) the absence of any required consent or concurrence to or with the transfer; and
(b)
(b) any other restriction relating to the transfer.
(2) The operator of a relevant system in which any shares in Bradford & Bingley are held immediately prior to the first transfer time (“relevant shares”) shall forthwith after the first transfer time—
(a)
(a) withdraw his permission for title to the relevant shares to be transferred by means of the relevant system with effect from the first transfer time; and
(b)
(b) inform all the system-members and Bradford & Bingley’s registrar of the date and time the relevant shares ceased to be securities participating in the system.
(3) Bradford & Bingley shall procure that Bradford & Bingley’s registrar shall forthwith after the first transfer time—
(a)
(a) take such action as the operator of a relevant system may require to convert any relevant shares held in such a system immediately prior to the first transfer time into certificated form; and
(b)
(b) register in Bradford & Bingley’s register of members (including its issuer register of members) the Treasury Solicitor as the holder of shares in Bradford & Bingley.
(4) The operator of a relevant system in which any relevant shares are held immediately prior to the first transfer time, Bradford & Bingley and Bradford & Bingley’s registrar shall each—
(a)
(a) provide each other with such information as shall be necessary to comply with this article; and
(b)
(b) co-operate to ensure that the issuer register of members of Bradford & Bingley reconciles with the operator register of members of Bradford & Bingley immediately prior to the first transfer time.
(5) From the first transfer time and until the Treasury Solicitor is entered in Bradford & Bingley’s register of members (including its issuer register of members)—
(a)
(a) he is deemed for all purposes (including for the purposes of the Companies Acts and the USRs) to be—
(i) the sole member of Bradford & Bingley; and
(ii) entered as holder on the operator register of members of Bradford & Bingley and in Bradford & Bingley’s register of members (including its issuer register of members); and
(b)
(b) no other person may exercise or purport to exercise in respect of Bradford & Bingley any right deriving from any shares in Bradford & Bingley.
(6) The Treasury Solicitor is entitled from the first transfer time to all the rights and advantages of a member of Bradford & Bingley to the exclusion of all other persons, notwithstanding that he is not entered in either Bradford & Bingley’s register of members (including its issuer register of members) or the operator register of members of Bradford & Bingley.
(7) Part 21 of the 2006 Act (certification and transfer of securities) applies to Bradford & Bingley with the following modifications—
(a)
(a) the transfer effected by article 3(1) is deemed to be a transfer falling within section 776(2)(a) (duty of company as to issue of certificates etc on transfer); and
(b)
(b) sections 776(3) and (4), 777 (issue of certificates etc: cases within the Stock Transfer Act 1982) and 778 (issue of certificates etc: allotment or transfer to financial institution) do not apply.
(8) In this article “certificated”, “issuer register of members”, “operator”, “operator register of members”, “relevant system” and “system-member” have the meanings given in the USRs.
Extinguishment of rights in relation to shares in Bradford & Bingley
5. By virtue of this Order, with effect from the first transfer time, any right or entitlement of a person to receive shares in Bradford & Bingley (whether by subscription, conversion or otherwise) is extinguished if the right or entitlement was granted by—
(a) a relevant undertaking; or
(b) a person not within sub-paragraph (a) and is enjoyed by reason of or in connection with—
(i) any person’s office or employment with a relevant undertaking; or
(ii) the services provided by any person to a relevant undertaking.
Modification of interests, rights and liabilities associated with the dated subordinated notes
6.—(1) This article applies, with effect from the first...
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