The Northern Rock plc Transfer Order 2009

Publication Date:January 01, 2009
 
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2009No. 3226

BANKS AND BANKING

The Northern Rock plc Transfer Order 2009

9.30 a on 8th Decemberm 2009

8thDecember2009

Securities issued by Northern Rock plc, an authorised UK deposit-taker, were transferred to the Treasury Solicitor as nominee of the Treasury on 22nd February 2008 by the Northern Rock plc Transfer Order 2008 1.

The Treasury, in exercise of the powers conferred by sections 8(1) to (5) and 12 of, and Schedule 2 to, the Banking (Special Provisions) Act 2008 2, make the following Order:

PART 1

GENERAL

Citation and commencement

1.-

(1) This Order may be cited as the Northern Rock plc Transfer Order 2009.

(2) This Order comes into force as follows-

(a) this article, articles 2, 6 to 8 and Schedule 2 come into force immediately on the making of this Order;(b) the remaining provisions of this Order come into force on 1st January 2010 3.

Interpretation

2.-

(1) In this Order-

the 2006 Act means the Companies Act 2006 4;

the 2008 Act means the Banking (Special Provisions) Act 2008;

the 2004 Regulations mean the Credit Institutions (Reorganisation and Winding up) Regulations 2004 5;

the 2006 Regulations means the Transfer of Undertakings (Protection of Employment) Regulations 2006 6;

ACo means Northern Rock plc, company registered number 03273685;

ACo arrangement means any arrangement in respect of which ACo enjoys any right or interest or is subject to any obligation or liability immediately before the transfer time;

arrangement means any oral or written agreement or instrument creating any obligation, liability, interest or right (including, without limiting the generality of this definition, any contract, deed, lease or licence);

Bacs Payment Schemes Limited means Bacs Payment Schemes Limited, company registered number 04961302;

the Bacs schemes means the Bacs schemes, operated by Bacs Payment Schemes Limited;

BCo means Gosforth Subsidiary No.1 plc, company registered number 06952311;

default event consequence has the meaning given in article 7(3);

the FSA means the Financial Services Authority;

group undertaking means, in respect of an undertaking (U), any undertaking-

(a) which is a group undertaking of U for the purposes of section 1161 of the 2006 Act (meaning of undertaking and related expressions), or(b) whose assets and liabilities are consolidated in the consolidated accounts of U;

the Irish branch means ACo's branch in Ireland, the registered number in the Irish Companies Registration Office of which is 904328 and whose address is First Floor, Block 8, Harcourt Centre, Dublin 2;

relevant arrangement means any arrangement in respect of which any relevant undertaking enjoys any right or interest or is subject to any obligation or liability immediately before the transfer time;

relevant transitional period has the meaning given in article 14(2);

relevant undertaking means-

(a) ACo, or(b) any undertaking which is a group undertaking of ACo immediately before the transfer time;

transfer means the transfer effected by this Order;

transfer time has the meaning given in article 3(3);

Treasury Solicitor has the same meaning as in the Treasury Solicitor Act 1876 7 and whose address is One Kemble Street, London WC2B 4TS;

UK Financial Investments Limited means UK Financial Investments Limited, company registered number 06720891.

(2) References in this Order to a regulated activity must be read with-

(a) section 22 of FSMA 2000 (classes of regulated activity and categories of investment);(b) any relevant order under that section; and(c) Schedule 2 to that Act (regulated activities).

PART 2

THE TRANSFER

The transfer, &c.

3.-

(1) All the property, rights and liabilities specified in or by virtue of Part 2 of Schedule 1 are transferred to BCo at the transfer time other than the excluded property, rights and liabilities.

(2) The excluded property, rights and liabilities are specified in or by virtue of Part 3 of Schedule 1.

(3) The transfer time is immediately after the time at which this article comes into force.

(4) ACo is liable to pay BCo the sum of £8,581,000,000 by the end of 4th January 2010.

(5) Parts 1 (interpretation) and 4 (further provisions) of Schedule 1 have effect.

No consent or concurrence required

4.The transfer is effective despite the absence of any required consent or concurrence to or with the transfer.

Associated liability and interference

5.The transfer takes effect as if-

(a) no associated liability 8 existed in respect of any failure to comply with any requirement in respect of the transfer, and(b) there were no associated interference 9 with the property, rights and liabilities transferred.

PART 3

MISCELLANEOUS AND TRANSITIONAL PROVISIONS

Third party rights, &c.: general

6.-

(1) Save as otherwise provided by this Order, no interest or right of any third party 10 arises or becomes exercisable in respect of any property, right or liability of ACo (whether or not transferred by this Order) by virtue of or in connection with-

(a) the making of this Order,(b) anything done by, under, by virtue of or in consequence of this Order, or(c) anything omitted to be done by virtue of or in consequence of this Order.

(2) Save as otherwise provided by this Order, no liability or obligation arises or is incurred by any third party in respect of any property, right or liability of ACo (whether or not transferred by this Order) by virtue of or in connection with-

(a) the making of this Order,(b) anything done by, under, by virtue of or in consequence of this Order, or(c) anything omitted to be done by virtue of or in consequence of this Order.

Third party rights, &c.: relevant arrangements

7.-

(1) The interests, rights, obligations and liabilities of relevant third parties are modified such that no default event consequence occurs (directly or indirectly) in respect of any relevant arrangement by virtue of or in connection with-

(a) the making of this Order,(b) anything done by, under, by virtue of or in consequence of this Order, or(c) anything omitted to be done by virtue of or in consequence of this Order.

(2) A relevant third party is a third party who enjoys any right or interest or is subject to any obligation or liability in respect of a relevant arrangement.

(3) In this Order, default event consequence, in respect of an arrangement, means any of the following consequences (however described)-

(a) the termination or extinguishment of the arrangement;(b) the termination or extinguishment of any right or obligation under the arrangement;(c) the accrual of any right to terminate or extinguish the arrangement;(d) the accrual of any right to terminate or extinguish any right or obligation under the arrangement;(e) any amount becoming payable, being capable of being declared payable or ceasing to be payable;(f) the accrual of any right to withhold any payment;(g) the accrual of any right not to advance any amount;(h) any other change in the amount or timing of any payment under or in connection with the arrangement;(i) the accrual of any right to net or set off;(j) any obligation arising to provide or transfer any deposit or collateral;(k) the accrual of any right to give or withhold any consent or approval;(l) any event of default or breach of any right arising;(m) any right or obligation not arising;(n) the imposition of any condition on the arrangement;(o) the imposition of any condition on any right or obligation under the arrangement;(p) the creation of any constructive or resulting trust or other equitable interest or equity;(q) the accrual of any right to trace any property or to claim an equitable interest in or equity in respect of any property or to claim any breach of trust;(r) any other right or remedy (whether or not similar in kind to those referred to in sub-paragraphs (a) to (q)) arising or becoming exercisable.

(4) This article does not limit article 6.

2004 Regulations

8.The 2004 Regulations have effect as if modified by the provisions set out in Schedule 2.

Authorisation: permission to carry on regulated activities

9.-

(1) During the deemed authorisation period BCo is to be treated as having a Part IV permission to carry on the regulated activities specified in the first column of the table in Schedule 3 but subject to the limitations specified in the other columns of that table.

(2) But paragraph (1) only applies once payment in respect of the provisional allotment of 1,399,950,000 ordinary shares of £1 each in BCo to the Treasury Solicitor has been made by the Treasury to BCo.

(3) The FSA may vary or revoke the Part IV permission BCo is treated as having by virtue of paragraph (1) in the same circumstances in which, and in accordance with the same procedure by which, it may vary or revoke a Part IV permission granted under section 42(2) of FSMA 2000 (giving permission).

(4) In this article, the deemed authorisation period means the period beginning with the time at which this article comes into force and ending with the earlier of the following-

(a) the time at which the FSA grants permission under section 42 of FSMA 2000 for BCo to carry on all of the regulated activities BCo is treated as having permission to carry on by virtue of paragraph (1);(b) the end of 31st January 2010.

Authorisation: controlled functions

10.-

(1) During the deemed approval period, the requirements imposed on BCo by section 59 of FSMA 2000 (approval for particular arrangements) in respect of any individual performing a controlled function for or in relation to BCo are to be treated as satisfied.

(2) But paragraph (1) only has effect if, and for so long as, the FSA is satisfied that at least two individuals who effectively direct the business of BCo are of sufficiently good repute and have sufficient experience to perform controlled functions in that respect.

(3) Paragraph (1) ceases to have effect in relation to an individual when the FSA determines under section 61 of FSMA 2000 an application for approval in relation to that individual (irrespective of whether the application is...

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