F1PART 17ATransformer Vehicles

Annotations:
Amendments (Textual)

284ATransformer vehicles

1

In this section “transformer vehicle” means an undertaking (“A”) which—

a

is established for the purposes of carrying on the activities mentioned in subsection (2), or

b

carries on those activities.

2

The activities referred to in subsection (1) are—

a

assuming risk from another undertaking (“B”), and

b

fully funding A's exposure to that risk by issuing investments where the repayment rights of the investors are subordinated to A's obligations to B in respect of the risk.

3

The Treasury may by regulations make provision for facilitating, and provision for regulating—

a

the establishment and operation of transformer vehicles;

b

the activities mentioned in subsection (2);

c

the trading of investments issued by transformer vehicles.

4

Regulations under subsection (3) may (amongst other things) make provision—

a

for the incorporation and registration in the United Kingdom of bodies corporate;

b

for a body incorporated by virtue of the regulations to take such form and name as may be determined in accordance with the regulations;

c

as to the purposes for which such a body may exist and the investments which it may issue;

d

as to the constitution, ownership, management and operation of such a body;

e

for such a body to comprise different parts;

f

for such parts to have legal personality distinct from that of the body;

g

as to the holding and management of the assets and liabilities of such a body, including provision for the segregation of assets and liabilities relating to different risks;

h

as to the powers, duties, rights and liabilities of such a body and of other persons, including—

i

its directors and other officers;

ii

its shareholders, and persons who hold the beneficial title to shares in it without holding the legal title;

iii

its auditor;

iv

any persons holding assets for it;

v

any persons who act or purport to act on its behalf;

i

as to the merger of one or more such bodies and the division of such a body;

j

for the appointment and removal of an auditor for such a body;

k

as to the winding up and dissolution of such a body;

l

enabling the FCA or the PRA to apply to a court for an order removing or replacing any director of, or person holding assets for, such a body;

m

for the carrying out of investigations by persons appointed by the FCA or the PRA.

5

If regulations under subsection (3) make the provision mentioned in subsection (4)(e) references in subsection (4) to a body include its constituent parts.

6

Regulations under subsection (3) may—

a

impose criminal liability;

b

confer functions on the FCA or the PRA (including the functions of making rules and giving directions);

c

authorise the FCA or the PRA to require the Council of Lloyd's to exercise functions on its behalf (including functions conferred otherwise than by the regulations);

d

confer jurisdiction on any court or on the Tribunal;

e

provide for fees to be charged by the FCA or the PRA in connection with the carrying out of any of their functions under the regulations (including fees payable on a periodical basis);

f

modify, exclude or apply (with or without modifications) any primary or subordinate legislation (including any provision of, or made under, this Act);

g

make consequential amendments, repeals and revocations of any such legislation;

h

modify or exclude any rule of law.

7

Regulations under subsection (3) may make the provision mentioned in subsection (6)(c) only with the consent of the Council of Lloyd's.

8

The provision that may be made by virtue of subsection (6)(f) includes provision extending or adapting any power to make subordinate legislation.

9

Regulations under subsection (3) may provide that a reference in the regulations to, or to any provision of, legislation (including an EU instrument and legislation of a country or territory outside the United Kingdom) is to be construed as a reference to that legislation or that provision as amended from time to time.

10

In this section—

  • “investment” includes any asset, right or interest;

  • “primary legislation” means an Act, an Act of the Scottish Parliament, a Measure or Act of the National Assembly for Wales, or Northern Ireland legislation;

  • “subordinate legislation” means an instrument made under primary legislation.

11

If a statutory instrument containing regulations under this section would, apart from this subsection, be treated as a hybrid instrument for the purposes of the Standing Orders of either House of Parliament, it is to proceed in that House as if it were not a hybrid instrument.