Part 16: Part 16: Control of Business Transfers
Article 93 - Application
This Part applies in respect of:(1) an Insurance Business Transfer;(2) a Banking Business Transfer, and(3) a Relevant Business Transfer.
Article 94 - Business Transfers
For the purposes of Article 93:(1) an Insurance Business Transfer is a transfer of the whole or part of the business of effecting or carrying out contracts of insurance or reassurance undertaken by an
Authorised Firmin or from the QFCother than where the business relates to reassurance contracts entered into between members of the same Group;(2) a Banking Business Transfer is a transfer of the whole or part of the business of accepting Depositsundertaken by an Authorised Firmin or from the QFC;(3) a Relevant Business Transfer is a transfer of the whole or part of the business of carrying on Regulated Activities(other than as provided by (1) and (2) above) by an Authorised Firmin or from the QFCand either:(A) the Authorised Firmhas elected to enter into a scheme of transfer in accordance with this Part; or(B) the transfer is of a type which the Regulatory Authoritymay by Rulesdetermine should be a Relevant Business Transfer for the purposes of this Part; and(4) a Relevant Schemeis a scheme effecting an Insurance Business Transfer, a Banking Business Transfer or a Relevant Business Transfer.
Article 95 - Requirement for order sanctioning Relevant Schemes
Relevant Schemeshall have effect only if an order has been made in relation to it under Article 100.
Article 96 - Application for an order from the Tribunal
An application may be made to the
Tribunalfor an order sanctioning a Relevant Schemeeither by the transferor or transferee under the Relevant Scheme, or both.
Article 97 - Reports(1) An application made under Article 96 in respect of a
Relevant Schememust be accompanied by a Scheme Reportprepared by a Personnominated for the purpose by the Authority appearing to the Regulatory Authorityto have the skills necessary to enable him to make a proper report.(2) The Regulatory Authoritymay issue Rulessetting out requirements as to the form and content of a Scheme Report.(3) The Regulatory Authoritymay waive the requirement set out in Article 97(1) if the Regulatory Authorityis satisfied that, by reason of urgency, it is in the interests of the QFCto do so.(4) The Tribunalmay, on application of the Regulatory Authority, appoint an independent Personappearing to the Tribunalto have the skills necessary to do so to report to the Regulatory Authorityon such aspect of the Relevant Schemeas the Tribunalconsiders appropriate.
Article 98 - Publicity(1) The transferor under a
Relevant Schememust give written notice of the proposed transfer to all Interested Parties.(2) The Regulatory Authoritymay issue Rulessetting out requirements as to the form, content and timing of such notification and the categories of Interested Partiesto which Article 97(1) applies, together with such ancillary requirements as it thinks fit.(3) The requirements referred to in Article 98(1) may include requirements for the publication of information relating to the transfer in a form of mass media appropriate to bring the proposed transfer to the attention of Interested Partiesand the type, form and content of documentation which must be made available to Interested Parties.(4) The Regulatory Authoritymay waive the requirement set out in Article 98(1) if the Regulatory Authorityis satisfied that, by reason of urgency, it is in the interests of the QFCto do so.
Article 99 - Rights to participate in proceedings
The following are entitled to be heard by the
Tribunalin respect of any application made under Article 96 in addition to the proposed transferor and transferee:(1) the Regulatory Authority;(2) any Person(including an employee of the proposed transferor or transferee) who alleges that he would be adversely affected by the sanctioning or implementation of the Relevant Scheme.
Article 100 - Sanction of a Relevant Scheme by the Tribunal
Tribunalmay make an order under this Article sanctioning a Relevant Schemeif:(1) the requirements stipulated by the Regulatory Authoritypursuant to Articles 97 and 98 have been complied with;(2) on or before the Relevant Schemebecoming effective, the transferee:(A) will have the authorisation required (if any) to enable it to carry on the business which is to be transferred to it in the place to which it is to be transferred; and(B) will possess adequate financial resources to carry on the business concerned in accordance with the legislation applicable in the place to which it is to be transferred; and(3) the Tribunalconsiders, in all the circumstances of the case, it is appropriate to sanction the Relevant Scheme.
Article 101 - Effect of order sanctioning a Relevant Scheme(1) If the
Tribunalmakes an order under Article 100, it may by that or any subsequent order make such provision (if any) as it thinks fit:(A) for the transfer to the transferee of the whole or any part of the undertaking concerned and of any property or liabilities of the Authorised Firmconcerned;(B) for the allotment by the transferee of any shares, debentures, policies or other similar interests in the transferee which under the Relevant Schemeare to be allotted to or for any other Person;(C) for the continuation by (or against) the transferee of any pending legal proceedings by (or against) the Authorised Firmconcerned;(D) with respect to such incidental, consequential and supplementary matters as are, in its opinion, necessary to secure that the Relevant Schemeis fully and effectively carried out;(E) for dealing with the interests of any Personwho, within such time and in such manner as the Tribunalmay direct, objects to the Relevant Scheme;(F) for the dissolution, without winding-up, of any firm concerned; or(G) for the reduction, on such terms and subject to such conditions (if any) as it thinks fit, of the benefits payable under:(i) any insurance policy, or(ii) insurance policies generally, entered into by the firm concerned and transferred as a result of the Relevant Scheme.(2) An order to which Article 101(1) refers may-(A) transfer property or liabilities whether or not the transferor otherwise has the capacity to effect the transfer in question;(B) make provision in relation to property which was held by the transferor as trustee;(C) make provision as to future or contingent rights or liabilities of the transferor, including provision as to the construction of instruments under which such rights or liabilities may arise.(3) If an order to which Article 101(1) refers makes provision for the transfer of property or liabilities-(A) the property is transferred to and vests in; and(B) the liabilities are transferred to and become liabilities of,the transferee as a result of the order.(4) If any property or liability included in the order is governed by the law of any country or territory outside the QFC, the order may require the transferor, if the transferee so requires, to take all necessary steps for securing that the transfer to the transferee of the property or liability is fully effective under the law of that country or territory.(5) Property transferred as the result of an order to which Article 101(1) refers may, if the Tribunalso directs, vest in the transferee free from any charge or security interest which is (as a result of the Relevant Scheme) to cease to have effect.
Article 102 - Independent Report
Tribunalhearing an application in respect of a Relevant Schememay, on application of the Regulatory Authority, appoint an independent Personappearing to the Tribunalto have the skills necessary to do so to report to the Regulatory Authorityon such aspects of the Relevant Schemeas the Tribunalconsiders appropriate.
Article 103 - Modification
Regulatory Authoritymay make Rulesallowing for the disapplication or modification of the requirements set out in this Part either generally or in prescribed cases where it considers it appropriate to do so in accordance with the Regulatory Objectives.