Part VII Transfer: A Comprehensive Guide

A Part VII transfer is a way to transfer an insolvent company's assets to a new company, allowing it to continue operating without the burden of the original company's debts. This process involves the creation of a new company, which will take over the insolvent company's assets and liabilities.

The new company must be solvent and have sufficient assets to cover the liabilities it is taking on. This is a crucial requirement, as the court will not approve a Part VII transfer if the new company is not solvent.

The insolvent company's directors must also be involved in the transfer process, and they must ensure that the new company is properly set up and that all necessary procedures are followed.

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The regulator plays a crucial role in overseeing Part VII transfers.

The regulator's identity depends on the type of transfer scheme being implemented. In the case of a ring-fencing transfer scheme, the PRA is the regulator, while in other cases, the FCA takes on this responsibility.

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The PRA and FCA have a duty to provide each other with copies of orders related to transfer schemes, demonstrating their collaborative approach to regulation.

As part of their review process, the UK Regulators, comprising the PRA and FCA, have the right to be heard in court and will provide reports on proposed transfers to the Court.

For ring-fencing transfer schemes, the PRA's consent is required before an application can be made to the court, and they must consider the scheme report prepared under section 109A when deciding whether to give consent.

A Part VII transfer scheme requires the approval of the High Court of England and Wales, which will only approve the transfer if it considers it appropriate in all circumstances.

The scheme must be accompanied by a report on the terms of the scheme, known as a scheme report, which can only be made by a person with the necessary skills and nominated or approved by the relevant regulator.

A scheme report must be made in a form approved by the regulator, and the regulator must consult the FCA before approving the form.

The scheme report must state whether persons other than the transferor concerned are likely to be adversely affected by the scheme, and if so, whether the adverse effect is likely to be greater than is reasonably necessary to achieve the relevant purpose.

The scheme report is a crucial document that provides an independent assessment of the proposed transfer, and it must be made by a person with the necessary expertise and approved by the relevant regulator.

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The Scheme is a legal mechanism for effecting a transfer of business, as seen in the context of the Financial Services and Markets Act 2000.

It's implemented under Part VII of the Act, which requires the approval of the High Court of England and Wales.

A Scheme report must be made in a form approved by the PRA, and it must state whether persons other than the transferor concerned are likely to be adversely affected by the scheme.

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The PRA must consult the FCA before approving a Scheme report, which is a crucial step in the process.

A Scheme can be a reclaim fund business transfer scheme, which involves transferring the whole or part of the business carried on by a reclaim fund to one or more other reclaim funds.

In the case of a ring-fencing transfer scheme, the appropriate certificates must have been obtained before the Scheme can be approved.

The Scheme requires the High Court to consider it appropriate in all the circumstances before approving the proposed transfer.

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An Independent Expert is required to be appointed to assess proposals under Part VII of FSMA.

The appointment of the Independent Expert was made by Lloyd's and has been approved by the PRA, in consultation with the FCA.

An application under section 107 in respect of an insurance business transfer scheme must be accompanied by a report on the terms of the scheme, known as a scheme report.

A scheme report may be made only by a person who appears to the regulator to have the skills necessary to enable them to make a proper report.

The regulator must consult the FCA before nominating or approving a person to make a scheme report.

A scheme report must be made in a form approved by the regulator.

The PRA must consult the FCA before approving a form for a scheme report.

The UK Regulators, PRA and FCA, have the right to be heard at Court and will provide reports on the proposed transfer to the Court as part of their review process.

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Lloyd's is taking the lead in notifying policyholders about changes, with the help of its Market Participants.

This includes Managing Agents, Brokers, and Coverholders, who are all pitching in to make sure everyone gets the information they need.

Lloyd's is undertaking the notification activity on behalf of its Members, ensuring that transferring policyholders are adequately notified.

This collaborative effort is crucial for keeping policyholders in the loop and ensuring a smooth transition.

The court plays a crucial role in sanctioning a Part VII transfer. An application for an order sanctioning an insurance business transfer scheme, a banking business transfer scheme, a reclaim fund business transfer scheme, or a ring-fencing transfer scheme must be made to the court.

The application can be made by the transferor concerned, the transferee, or with the consent of the PRA for a ring-fencing transfer scheme. The PRA must consider the scheme report prepared under section 109A in relation to the ring-fencing transfer scheme.

The court must be satisfied that certain conditions are met, including that the appropriate certificate has been obtained and the transferee has the necessary authorisation to carry on the business in the place to which it is to be transferred.

The court will only approve the proposed transfer if it considers it appropriate in all the circumstances. The High Court of England and Wales will approve the proposed transfer if it meets the necessary conditions.

The court has jurisdiction to approve the proposed transfer in the jurisdiction where the transferor and transferee are registered or have their head offices. If the transferee is not registered in the United Kingdom and does not have its head office there, the court with jurisdiction in relation to the transferor will approve the proposed transfer.

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