Section 84D

Where a share transfer instrument makes provision under section 84ZA(2) with respect to a building society, the second stabilisation option is to be exercised by making (in that or a subsequent share transfer instrument) provision under section 12(2)(a)— with respect to the successor company, or where provision made under section 84ZA includes provision under subsection (3)(g) of that section, with respect to the successor company or its specified parent undertaking. Where a resolution instrument makes provision under section 84A(5) with respect to a building society, the exercise of the fourth stabilisation option involves the making (in that or a subsequent resolution instrument) of provision or proposals of any kind mentioned in section 12A(3) to (6)— with respect to the successor company, or where provision made under section 84A includes provision under subsection (8) of that section, with respect to the successor company or its specified parent undertaking. For the purpose of the making of provision as mentioned in subsection (A1)(a) or (b) or provision or proposals as mentioned in subsection (1)(a) or (b)— as they apply in relation to a bank, but subject to the modifications in the third column of the Table. the Table in section 84 does not apply, and the provisions in the first column of the following Table apply where relevant — in relation to the successor company, or in a case within subsection (A1)(b) or (1)(b), in relation to the successor company or its specified parent undertaking, Treat references in subsection (4) to securities issued by a specified bank as references to securities issued by the building society, or by the successor company or its specified parent undertaking. For subsection (8) substitute— Subsection (8ZA) applies where— the Bank of England has exercised the power in subsection (4) to transfer securities to a resolution administrator; or by virtue of section 84A, 84B or 84C securities of a successor company or a specified parent undertaking are held by— the resolution administrator, the Bank of England, a subscriber to the memorandum of association of a company into which the building society is converted in accordance with section 84B, or a person nominated for the purposes of section 84C(1)(c). The Bank of England must exercise its functions under this Part (see, in particular, section 48V) with a view to ensuring that any securities— held by a person in the capacity of a resolution administrator, held by the Bank of England, held by a person as a result of being a subscriber to the memorandum of association of a company into which the building society is converted in accordance with section 84B, held by a person as a result of being nominated by the Bank of England for the purposes of section 84C(1)(c), are so held only for so long as is, in the Bank of England’s opinion, appropriate having regard to the special resolution objectives. Treat references to a director or senior manager of a specified bank as references to a director or senior manager of the building society or of the successor company or its specified parent undertaking. In subsection (1A) treat the reference to a specified bank as a reference to the building society or its successor company. Treat the reference in subsection (4) to a bank as a reference to the building society. Treat the reference in subsection (5) to a transferor as including a reference to a shareholding member of the building society. Treat references to pre-resolution shareholders and creditors of a bank as references to persons who were shareholding members of, or creditors of, the building society, immediately before the coming into effect of the first resolution instrument to be made in respect of the building society. Treat references to the bank as references to the building society. Any statutory instrument made under a provision specified in the first column of the Table in subsection (2) applies— as it applies in relation to a bank, but subject to modifications corresponding to those applying to the provision under which it is made and as if references to a provision modified by subsection (2) or (5) were references to that provision as so modified. to the successor company, or in a case within subsection (A1)(b) or (1)(b), to the successor company or the specified parent undertaking, Subsection (3) does not apply where the instrument— states that it does not apply, or makes express provision about building societies or their successor companies. Where a resolution instrument makes provision under section 84A in respect of a building society— section 81BA (groups: bail-in option) applies with the following modifications— references to a banking group company are to be read as references to a subsidiary of the building society, and the power in subsection (1) of that section is to be exercised only where the Bank of England has exercised the stabilisation power in accordance with section 12A(2) in respect of the parent building society; section 81CA applies as if references to a banking group company were references to a subsidiary of the building society or of the successor company; and section 81D (interpretation: “banking group company”) does not apply. Where— the references to the bank in section 12ZA(1)(a) and any other provision so far as relating to property transfer instruments under section 12ZA include a reference to the successor company. the third stabilisation option is exercised in connection with the fourth stabilisation option in respect of a building society, and before the third stabilisation option is exercised— the building society is converted into a company pursuant to section 84A(5)(a), or all the property, rights and liabilities of the building society are transferred to a company pursuant to section 84A(5)(b), Sections 97 to 102D of the Building Societies Act 1986 (transfer of business of building society to commercial company) do not apply where a share transfer instrument makes provision under section 84ZA, or a resolution instrument makes provision under section 84A. Section 103 of the Building Societies Act 1986 (cancellation of registration) does not apply where a share transfer instrument makes provision under section 84ZA(3)(e), or a resolution instrument makes provision under section 84A(7)(e). In this section— “company” means a company as defined in section 1(1) of the Companies Act 2006 which is a public company limited by shares; “specified parent undertaking” means a company by which in accordance with provision falling within paragraph (g) of section 84ZA(3) or paragraph (a) or (b) of section 84A(8) the successor company is (or is to be) wholly owned; “the successor company”, in relation to a building society, means the company into which the building society is converted, or to which the property, rights and liabilities of the building society are transferred, as a result of provision made under section 84ZA(2) or 84A(5).

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Source: legislation.gov.uk · retrieved 2026-09-04