(3) If the appropriate regulator decides to withdraw the approval, each of the interested parties may refer the matter to the Tribunal. (4) In this section, “the interested parties”, in relation to an approval given under (a) the relevant recognised body on whose application the approval was (b) the person in relation to whom the approval was given, and (c) the person by whom that person’s services are retained, if not the

236 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes 309Q Varying approval at request of relevant recognised body (1) Where an approval under section 309G has effect subject to conditions, the relevant recognised body that applied for the approval may apply to the appropriate regulator to vary the approval by— (2) Where an approval under section 309G has effect for a limited period, the relevant recognised body that applied for the approval may apply to the appropriate regulator to vary the approval by— (b) removing the limit on the period for which the approval is to have (3) The appropriate regulator must, before the end of the consultation period, (a) to grant the application, or (b) to give a warning notice under section 309M(2) (as applied by (4) The “consultation period” is— (a) such period as may be prescribed (and different periods may be prescribed in relation to different types of relevant recognised (b) if no such period is prescribed, the period of 3 months beginning with the day on which the appropriate regulator receives the application to vary the approval. (5) The appropriate regulator may refuse an application under this section, if it appears to it that it is desirable to do so in order to advance a relevant (6) For the purposes of subsection (5), “relevant objective” means— (a) if the appropriate regulator is the FCA, any of its operational (b) if the appropriate regulator is the Bank of England, the Financial (7) An application may not be made under this section to vary or remove a condition or limit that was imposed under section 309Z2. (8) Except as provided for below, the following sections apply to an application under this section for variation of an approval as they apply to an application (b) section 309L(4) and (5), and (c) section 309M, but as if the references in subsections (1) to (4) to granting the application subject to conditions or for a limited period, or without imposing conditions or limiting the period for which approval is given, were omitted. Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes 309R Varying approval on the appropriate regulator’s initiative (1) The appropriate regulator may vary an approval under section 309G if it considers it desirable to do so in order to advance a relevant objective. (2) For these purposes, “relevant objective” means— (a) if the appropriate regulator is the FCA, any of its operational (b) if the appropriate regulator is the Bank of England, the Financial (3) The appropriate regulator may vary the approval by doing the following— (d) where the approval has effect for an unlimited period, limiting the (e) where the approval has effect for a limited period, varying that period or removing the limit on the period. (4) A variation under this section takes effect— (a) immediately, if the notice given under subsection (5) states that to (b) on a date specified in the notice, or (c) if no date is specified in the notice, when the matter to which the notice relates is no longer open to review. (5) If the appropriate regulator proposes to vary an approval or varies an approval with immediate effect, it must give each of the interested parties (a) setting out details of the variation, (b) stating the reasons for the variation, (c) stating that each of the interested parties may make representations to the appropriate regulator within the period specified in the notice (whether or not any of the interested parties has referred the matter (d) stating when the variation takes effect, and (e) setting out each interested party’s right to refer the matter to the (6) A variation may be expressed to take effect immediately or on a specified date only if the appropriate regulator, having regard to its reason for varying the approval, reasonably considers that it is necessary for the variation to take effect immediately or on that date (as appropriate). (7) The appropriate regulator may extend the period allowed under the notice (8) The appropriate regulator must give each of the interested parties written notice if, having considered the representations made, it decides—

238 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date.
Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (b) if the variation has taken effect, not to rescind it. (9) A notice under subsection (8) must inform the interested parties of the right of each of them to refer the matter to the Tribunal. (10) The appropriate regulator must give each of the interested parties written notice if, having considered the representations made, it decides— (b) to vary the approval in a different way, or (c) if the variation has taken effect, to rescind it. (11) A notice under subsection (10)(b) must comply with the requirements set out in subsection (5)(a) to (e). (12) A notice under this section which informs the interested parties of the right to refer a matter to the Tribunal must give an indication of the procedure on (13) In this section, “the interested parties” has the same meaning as in (14) For the purposes of subsection (4)(c), whether a matter is open to review is to be determined in accordance with section 391(8). 309S Statement of policy on approval (1) The appropriate regulator must prepare and issue a statement of its policy (a) the giving of approval under section 309G subject to conditions or for a limited period only, and (b) the variation under section 309Q or 309R of an approval given under (2) The appropriate regulator— (a) may alter or replace a statement issued under this section, and (b) if it does so, must issue the altered or replacement statement. (3) Before the appropriate regulator issues a statement of policy under this section, it must publish a draft of the proposed statement in the way appearing to it to be best calculated to bring it to the attention of the public. (4) The draft statement must be accompanied by a notice stating that representations about the proposal may be made to the appropriate regulator within a period specified in the notice. (5) Before issuing the proposed statement, the appropriate regulator must have regard to any representations made to it in accordance with subsection (4). (6) If the appropriate regulator issues the proposed statement it must publish the following in the way appearing to it to be best calculated to bring them to (b) an account, in general terms, of the representations made to it in accordance with subsection (4) and its response to them, and

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (c) if the statement issued differs from the draft published under subsection (3) in a way which the appropriate regulator considers to be significant, details of the difference. (7) The appropriate regulator may charge a reasonable fee for providing a person (a) a copy of a draft statement published under subsection (3), or (b) a copy of a statement published under subsection (6)(a). (8) The appropriate regulator must, without delay, give the Treasury a copy of each statement it publishes under subsection (6)(a). 309T Breach of statutory duty by relevant recognised bodies (1) A contravention of section 309G(1) is actionable at the suit of a private person who suffers loss as a result of the contravention, subject to the defences and other incidents applying to actions for breach of statutory duty. (2) In prescribed cases, a contravention of section 309G(1) which would be actionable at the suit of a private person is actionable at the suit of a person who is not a private person, subject to the defences and other incidents applying to actions for breach of statutory duty. (3) In this section “private person” has such meaning as may be prescribed. 309U Power to impose penalties (1) The appropriate regulator may impose a penalty on a person if it is satisfied (a) the person has at any time performed a designated senior management function without approval, and (b) at that time the person knew, or could reasonably be expected to have known, that they were performing a designated senior management (2) The penalty may be of such amount as the appropriate regulator considers (3) A person performs a designated senior management function without (a) the person performs a designated senior management function under an arrangement entered into by a relevant recognised body, or by a contractor of a relevant recognised body, in relation to the carrying on of an activity by the body, and (b) when performing the function, the person is not acting in accordance with an approval given under section 309G. (4) The appropriate regulator may not impose a penalty on a person under this section after the end of the limitation period unless it gave the person a warning notice under section 309V before the end of that period. (5) For the purposes of subsection (4)— (a) “the limitation period” means the period of 6 years beginning with the first day on which the appropriate regulator knew that the person

240 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
(See end of Document for details) View outstanding changes concerned had performed a designated senior management function (b) the appropriate regulator is to be treated as knowing that a person has performed a designated senior management function without approval if it has information from which that can reasonably be 309V Procedure for imposing penalties (1) If the appropriate regulator proposes to impose a penalty on a person under section 309U, it must give the person a warning notice. (2) A warning notice under this section must state the amount of the penalty. (3) If the appropriate regulator decides to impose a penalty on a person under section 309U, it must give the person a decision notice. (4) A decision notice under this section must state the amount of the penalty. (5) If the appropriate regulator decides to impose a penalty on a person under section 309U, the person may refer the matter to the Tribunal. 309W Statement of policy on penalties (1) The appropriate regulator must prepare and issue a statement of its policy (a) the imposition of penalties under section 309U, and (b) the amount of penalties under that section. (2) The appropriate regulator’s policy in determining whether a penalty should be imposed, and what the amount of a penalty should be, must include having (a) the conduct of the person on whom the penalty is to be imposed, (b) the extent to which the person could reasonably be expected to have known that a designated senior management function was (c) the length of the period during which the person performed a designated senior management function without approval, and (d) whether the person on whom the penalty is to be imposed is an (3) The appropriate regulator’s policy in determining whether a penalty should be imposed on a person must also include having regard to the appropriateness of taking action against the person instead of, or in addition to, taking action against a relevant recognised body. (4) A statement issued under this section must include an indication of the circumstances in which the appropriate regulator would expect to be satisfied that a person could reasonably be expected to have known that the person was performing a designated senior management function without approval. (5) The appropriate regulator— (a) may alter or replace a statement issued under this section, and (b) if it does so, must issue the altered or replacement statement. Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (6) When imposing, or deciding whether to impose, a penalty on a person under section 309U, the appropriate regulator must have regard to any statement of policy published under this section (which was in force at a time when the person performed a designated senior management function without 309X Procedure for statement of policy on penalties (1) Before the appropriate regulator issues a statement under section 309W(1) or (5), it must publish a draft of the proposed statement in the way appearing to it to be best calculated to bring it to the attention of the public. (2) The draft statement must be accompanied by a notice stating that representations about the proposal may be made to the appropriate regulator within the period specified in the notice. (3) Before issuing the proposed statement, the appropriate regulator must have regard to any representations made to it in accordance with subsection (2). (4) If the appropriate regulator issues the proposed statement it must publish the following in the way appearing to it to be best calculated to bring them to (b) an account, in general terms, of the representations made to the appropriate regulator in accordance with subsection (2) and the appropriate regulator’s response to them, and (c) if the statement issued differs from the draft published under subsection (1) in a way which the appropriate regulator considers to be significant, details of the difference. (5) The appropriate regulator may charge a reasonable fee for providing a person (a) a copy of a draft statement published under subsection (1), or (b) a copy of a statement published under subsection (4)(a). (6) The appropriate regulator must, without delay, give the Treasury a copy of a statement which it publishes under subsection (4)(a). 309Y Certification of employees by relevant recognised bodies (1) A relevant recognised body must take reasonable care to ensure that none of its employees performs a specified function in relation to the carrying on of an activity by the body, unless the employee has a valid certificate issued by (2) Subsection (1) applies only in relation to a function performed under an arrangement entered into by the body. (3) In this section, “specified function” means a function of a description specified in rules made by the appropriate regulator. 242 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
(See end of Document for details) View outstanding changes (4) The appropriate regulator may specify a description of function under subsection (3) only if, in relation to the carrying on of an activity by a relevant recognised body of a particular description— (a) the function is not a designated senior management function in relation to the carrying on of that activity by a relevant recognised (b) the appropriate regulator is satisfied that the function is a significant- (5) A function is a “significant-harm function”, in relation to the carrying on of an activity by a relevant recognised body, if— (a) the function will require the person performing it to be involved in one or more aspects of the body’s affairs, so far as relating to the (b) those aspects involve, or might involve, a risk of significant harm to the body or to any of its consumers. (6) In this section, “consumers”, in relation to a relevant recognised body, (a) persons who use, have used or may use a service provided by the (b) persons who have relevant rights or interests in relation to any such (7) A person (“P”) has a “relevant right or interest” in relation to a service provided by a relevant recognised body if P has a right or interest— (a) which is derived from, or is otherwise attributable to, the use of the (b) which may be adversely affected by the use of the service by persons acting on P’s behalf or in a fiduciary capacity in relation to P. (a) if a person is providing a service as a trustee, the persons who are, have been or may be beneficiaries of the trust are to be treated as persons who use, have used or may use the service; (b) a person who deals with another person (“A”) in the course of A providing a service is to be treated as using the service. (1) A relevant recognised body may issue a certificate to a person under this section in relation to a function only if the body is satisfied that the person is a fit and proper person to perform the function. (2) In deciding that question the body must have regard, among other things, to (a) has obtained a specified qualification, (b) has undergone, or is undergoing, specified training, (c) possesses a specified level of competence, or (d) has specified personal characteristics. Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (3) In subsection (2), “specified” means specified in rules made by the (4) A certificate issued by a relevant recognised body to a person under this (a) state that the body is satisfied that the person is a fit and proper person to perform the function to which the certificate relates, and (b) set out the aspects of the body’s affairs in which the person will be involved in performing the function. (5) A certificate issued under this section is valid for a period of 12 months beginning with the day on which it is issued. (6) If, after having considered whether a person is a fit and proper person to perform a function, a relevant recognised body decides not to issue a certificate to the person under this section, the body must give the person a (a) what steps (if any) the body proposes to take in relation to the person as a result of the decision, and (b) the reasons for proposing to take those steps. (7) A relevant recognised body must maintain a record of every employee who has a valid certificate issued by it under this section. (1) If it appears to the appropriate regulator to be necessary or expedient for the purposes of advancing a relevant objective, the appropriate regulator may make rules about the conduct of the following persons in relation to the performance by them of qualifying functions— (a) persons in relation to whom the appropriate regulator has given its approval under section 309G (“Part 18 approved persons”); (b) directors of relevant recognised bodies; (c) employees of relevant recognised bodies. (2) Rules under subsection (1) may include provision requiring a relevant (a) notify persons mentioned in subsection (1) of the rules that apply (b) take specified steps to secure that such persons understand how those rules apply in relation to them. (3) Rules under subsection (1) may include provision requiring a relevant recognised body to notify the appropriate regulator if the body takes specified disciplinary action in relation to a person mentioned in “qualifying function” means a function relating to the carrying on of activities by the following—

244 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
(See end of Document for details) View outstanding changes (a) in the case of a Part 18 approved person, the relevant recognised body on whose application approval was given; (b) in the case of a director or employee of a relevant recognised body, who is not a Part 18 approved person, the relevant (a) if the appropriate regulator is the FCA, any of its operational (b) if the appropriate regulator is the Bank of England, the Financial Stability Objective. “specified” means specified in the rules. Disciplinary action by appropriate regulator 309Z2 Power to take disciplinary action for misconduct (1) Subsection (2) applies if— (a) it appears to the appropriate regulator that a person is guilty of misconduct (see section 309Z3), and (b) the appropriate regulator is satisfied that it is appropriate in all the circumstances to take action against the person. (2) The appropriate regulator may do one or more of the following— (a) publish a statement of the person’s misconduct; (b) impose a penalty on the person of such amount as the appropriate regulator considers appropriate; (c) suspend an approval of the performance of a function by the person under section 309G for such period as the appropriate regulator (d) impose such conditions as the appropriate regulator considers appropriate in relation to such an approval for such period as the appropriate regulator considers appropriate; (e) limit the period for which such an approval is to have effect. (3) Where the appropriate regulator takes action described in subsection (2) (a) it may not suspend an approval for more than 2 years; (b) it may not impose conditions which have effect for more than 2 (c) it may impose a condition so as to, among other things, require a person to take, or refrain from taking, specified action; (d) it may impose a suspension, condition or limitation that has effect in relation to part of a function. (4) The appropriate regulator that has taken action described in subsection (2) (c), (d) or (e) may (at any time)— (a) withdraw a suspension, condition or limitation; (b) vary a suspension or condition so as to reduce the period for which it has effect or otherwise to limit its effect;

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (c) vary a limitation so as to increase the period for which the approval (5) The appropriate regulator may not take action under this section after the end of the period of 6 years beginning with the first day on which the appropriate regulator knew of the misconduct unless, before the end of that period, it gave a warning notice to the person concerned under section 309Z4. (6) For the purposes of subsection (5), the appropriate regulator is to be treated as knowing of misconduct if it has information from which the misconduct (7) When a suspension is in force under subsection (2)(c) in relation to part of a function, the references in section 309G and 309U to the performance of a function include the performance of part of a function. (8) If at any time a condition imposed under subsection (2)(d) is contravened, the approval in relation to the person concerned is to be treated for the purposes of sections 309G and 309U as if it had been withdrawn at that time. (1) For the purposes of section 309Z2, a person is guilty of misconduct if any (a) the person has at any time failed to comply with rules made under (b) at that time the person was— (i) a Part 18 approved person, (ii) an employee of a relevant recognised body, or (iii) a director of a relevant recognised body. (a) the person has at any time after the passing of this Act been knowingly concerned in a contravention by a relevant recognised body of a relevant requirement, and (b) at that time the person was— (i) a Part 18 approved person in relation to the relevant (ii) an employee of the relevant recognised body, or (iii) a director of the relevant recognised body. (a) the person has at any time been a Part 18 approved person in relation to a relevant recognised body, (b) at that time there was, or continued to be, a contravention by the body of a relevant requirement, (c) the person was at that time responsible for the management of any of the body’s activities in relation to which the contravention occurred,

246 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
(See end of Document for details) View outstanding changes (d) the person did not take such steps as a person in that position could reasonably be expected to take to avoid the contravention occurring (a) means a person in relation to whom an approval is given under (b) in relation to a relevant recognised body, means a person in relation to whom such approval is given on the application of “relevant requirement” has the meaning given by section 312E(2) 309Z4 Procedure for disciplinary action (1) If the appropriate regulator proposes to take action against a person under (a) give the person a warning notice, and (b) in the case of proposed action under section 309Z2(2)(c), (d) or (e), give each of the other interested parties a warning notice. (2) A warning notice under this section about a proposal to publish a statement of a person’s misconduct must set out the terms of the statement. (3) A warning notice under this section about a proposal to impose a penalty must state the amount of the penalty. (4) A warning notice under this section about— (a) a proposal to suspend an approval given under section 309G, or (b) a proposal to impose a condition in relation to such an approval, must state the period for which the suspension or condition is to have effect. (5) A warning notice under this section about a proposal to limit the period for which an approval under section 309G is to have effect must state the length (6) If the appropriate regulator decides to take action against a person under (a) give the person a decision notice, and (b) in the case of proposed action under section 309Z2(2)(c), (d) or (e), give each of the other interested parties a copy of the decision notice. (7) A decision notice under this section about the publication of a statement of a person’s misconduct must set out the terms of the statement. (8) A decision notice under this section about the imposition of a penalty must state the amount of the penalty. (9) A decision notice under this section about— (a) the suspension of an approval given under section 309G, or (b) the imposition of a condition in relation to such an approval, must state the period for which the suspension or condition is to have effect. Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (10) A decision notice under this section about limiting the period for which an approval under section 309G is to have effect must state the length of that (11) If the appropriate regulator decides to take action against a person under (a) the person may refer the matter to the Tribunal, and (b) in the case of proposed action under section 309Z2(2)(c), (d) or (e), each of the other interested parties may also refer the matter to the (12) After a statement of a person’s misconduct is published under section 309Z2, the appropriate regulator must send a copy of it to— (b) any person to whom a copy of the decision notice was given. “Part 18 approved person”, in relation to a relevant recognised body, has the meaning given by section 309Z3(5); “the other interested parties”, in relation to a Part 18 approved person in relation to a relevant recognised body, are— (a) the relevant recognised body, and (b) the person by whom the Part 18 approved person’s services are retained, if different from the relevant recognised body. 309Z5 Statement of policy about disciplinary action (1) The appropriate regulator must prepare and issue a statement of its policy (a) the imposition of penalties, suspensions, conditions or limitations (b) the amount of penalties under that section, (c) the period for which suspensions or conditions under that section (d) the period for which approvals under section 309G are to have effect as a result of a limitation under section 309Z2. (2) The appropriate regulator’s policy in determining what the amount of a penalty should be, or what the period for which a suspension or restriction is to have effect should be, must include having regard to— (a) the seriousness of the misconduct in question, (b) the extent to which that misconduct was deliberate or reckless, and (c) whether the person against whom action is to be taken is an (3) The appropriate regulator— (a) may alter or replace a statement issued under this section, and (b) if it does so, must issue the altered or replacement statement. (4) In exercising, or deciding whether to exercise, its power under section 309Z2 in the case of particular misconduct, the appropriate regulator must have

248 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes regard to any statement of policy published under this section and in force at the time when the misconduct in question occurred.
309Z6 Procedure for statement of policy about disciplinary action (1) Before the appropriate regulator issues a statement under section 309Z5(1) or (3), it must publish a draft of the proposed statement in the way appearing to it to be best calculated to bring it to the attention of the public. (2) The draft statement must be accompanied by a notice stating that representations about the proposal may be made to the appropriate regulator within a period specified in the notice. (3) Before issuing the proposed statement, the appropriate regulator must have regard to any representations made to it in accordance with subsection (2). (4) If the appropriate regulator issues the proposed statement it must publish the following in the way appearing to the appropriate regulator to be best calculated to bring it to the attention of the public— (b) an account, in general terms, of the representations made to the appropriate regulator in accordance with subsection (2) and the appropriate regulator’s response to them, and (c) if the statement differs from the draft published under subsection (1) in a way which the appropriate regulator considers significant, (5) The appropriate regulator may charge a reasonable fee for providing a person (a) a copy of a draft statement published under subsection (1), or (b) a copy of a statement published under subsection (4)(a). (6) The appropriate regulator must, without delay, give the Treasury a copy of any statement which it publishes under subsection (4)(a). 309Z7 Interpretation of Chapter 2A “director”, in relation to a relevant recognised body, means a member of the board of directors of the body or, if there is no such board, the equivalent body responsible for the management of the “employee”, in relation to a relevant recognised body, includes a (a) personally provides, or is under an obligation personally to provide, services to the body under an arrangement made between the body and the person providing the services or

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (b) is subject to, or to the right of, supervision, direction or control by the body as to the manner in which those services are “relevant recognised body” has the meaning given in “senior management function” and “designated senior management function” have the meanings given in section 309G (see subsections (3) and (5) of that section). (2) In this Chapter, references to performing a designated senior management function without approval have the meaning given in section 309U(3). Application of this Chapter to credit rating agencies 309Z8 Power to apply this Chapter to credit rating agencies (1) The Treasury may by regulations provide for this Chapter, or any provision of this Chapter, to apply (with or without modifications) in relation to— (a) registered credit rating agencies, or (b) registered credit rating agencies of descriptions specified in the (2) Regulations under subsection (1) must provide for the FCA to be the appropriate regulator in relation to a registered credit rating agency to which any provision of this Chapter is applied by the regulations. (3) Regulations under subsection (1) may modify legislation (including any provision of, or made under, this Act). (4) Before making regulations under subsection (1), the Treasury must (b) such other persons who appear to the Treasury to be representative of persons likely to be affected by the application of this Chapter to registered credit rating agencies, or registered credit rating agencies of descriptions specified in the regulations. “legislation” means primary legislation, subordinate legislation (within the meaning of the Interpretation Act 1978) and retained direct EU legislation, but does not include rules or other instruments “modify” includes amend, repeal or revoke; “registered credit rating agency” means a credit rating agency registered in accordance with Regulation (EC) No 1060/2009 of the European Parliament and the Council of 16 September 2009 on I539 Sch. 10 para. 1 in force at Royal Assent for specified purposes, see s. 86(1)(e)

250 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes 2 FSMA 2000 is amended as follows. I540 Sch. 10 para. 2 in force at Royal Assent for specified purposes, see s. 86(1)(e) 3 (1) Section 56 (prohibition orders) is amended as follows— (2) After subsection (7C) insert— (a) the FCA proposes to vary or revoke a prohibition order which makes provision in relation to a recognised body, and (b) the FCA is not the appropriate regulator in relation to recognised the FCA must consult the appropriate regulator. (7E) If the PRA proposes to vary or revoke a prohibition order which makes provision in relation to a recognised body, the PRA must consult the appropriate regulator in relation to recognised bodies of that type.” (3) For subsection (9) substitute— “the appropriate regulator”, in relation to a recognised body, has the meaning given by section 285A; “recognised body” has the meaning given by section 313; “specified” means specified in the prohibition order.” I541 Sch. 10 para.
3 in force at Royal Assent for specified purposes, see s. 86(1)(e) 4 (1) Section 57 (prohibition procedure and right to refer to Tribunal) is amended (2) After subsection (8) insert— (a) the FCA proposes to make a prohibition order which makes provision in relation to a recognised body, and (b) the FCA is not the appropriate regulator in relation to recognised the FCA must consult the appropriate regulator before giving a warning

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (10) If the PRA proposes to make a prohibition order which makes provision in relation to a recognised body, the PRA must consult the appropriate regulator in relation to recognised bodies of that type before giving a warning notice “the appropriate regulator”, in relation to a recognised body, has the meaning given by section 285A; “recognised body” has the meaning given by section 313;”. I542 Sch. 10 para. 4 in force at Royal Assent for specified purposes, see s. 86(1)(e) 5 In section 59AB(1) (specifying functions as controlled transitional provision), after “this Part”, in both places, insert “or Chapter 2A of Part 18”. I543 Sch. 10 para. 5 in force at Royal Assent for specified purposes, see s. 86(1)(e) 6 In section 133(7A) (proceedings before general provision), after “(la) a decision to impose a penalty under section 309U; (lb) a decision to take action under section 309Z2;”. I544 Sch. 10 para. 6 in force at Royal Assent for specified purposes, see s. 86(1)(e) 7 In section 138A (modification or waiver of rules), in subsection (2), after “(c) rules made by the FCA under section 309Z1 (rules of conduct).” I545 Sch. 10 para. 7 in force at Royal Assent for specified purposes, see s. 86(1)(e) 8 (1) Section 168 (appointment of persons to carry out investigations in particular cases) (2) After subsection (4) insert— “(4A) Subsection (5) applies if it appears to the investigating authority that there are circumstances suggesting that— (a) an individual may not be a fit and proper person to perform functions in relation to an activity carried on by a relevant recognised body; (b) an individual may have performed, or agreed to perform, a function in breach of a Part 18 prohibition order; (c) a person may have failed to comply with section 309F(1);

252 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (d) a relevant recognised body may have failed to comply with (e) a person in relation to whom the FCA has given approval under section 309G may not be a fit and proper person to perform the function to which that approval relates; (f) a person may have performed a designated senior management function without approval under section 309G (see (g) a person may be guilty of misconduct for the purposes of (3) In subsection (6), after paragraph (b) insert— “(c) in subsection (4A), the FCA.” (4) After subsection (6), insert— “(7) “Relevant recognised body” has the same meaning as in Chapter 2A of Part I546 Sch. 10 para. 8 in force at Royal Assent for specified purposes, see s. 86(1)(e) 9 In the heading of Chapter 3B of Part 18, at the end insert “in respect of recognised I547 Sch. 10 para. 9 in force at Royal Assent for specified purposes, see s. 86(1)(e) I548 Sch. 10 para. 10 in force at Royal Assent for specified purposes, see s. 86(1)(e) 11 In section 313 (interpretation of Part 18), in subsection (1)— (a) omit the definition of “application”; (b) omit the definition of “applicant”. I549 Sch. 10 para. 11 in force at Royal Assent for specified purposes, see s. 86(1)(e) 12 (1) Section 347 (the record of authorised persons etc) is amended as follows. (a) in paragraph (g), for “or Part 9C prohibition order” substitute “, Part 9C prohibition order or Part 18 prohibition order”; (b) after paragraph (h), insert— “(hza) Part 18 approved person;”. Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
(See end of Document for details) View outstanding changes (a) in paragraph (f), after “prohibition order” insert “, Part 9C prohibition order or Part 18 prohibition order”; (b) after paragraph (h) insert— “(ha) in the case of a person who is a Part 18 approved person— (ii) the name of the relevant recognised body (iii) if the Part 18 approved person is performing a designated senior management function under an arrangement with a contractor of the relevant recognised body concerned, the name of the (iv) whether a final notice has been given to the person (v) if so, any information about the matter to which the notice relates which has been published under (4) In subsection (8), after ““Approved person”” insert “(except in the expression “Part (5) After subsection (8) insert— “(8ZA) “Part 18 approved person” means a person in relation to whom the FCA has given its approval under section 309G.” (a) in the definition of “designated senior management function”, for the words after “function”” substitute “— (a) in relation to an authorised person, has the meaning given by (b) in relation to a relevant recognised body, has the meaning given by ““relevant recognised body” has the same meaning as in Chapter 2A of Part 18 (see section 309A).” (7) In subsection (9), after “approval” insert “under section 59”. (8) After subsection (9) insert— “(10) “The relevant recognised body concerned”, in relation to a Part 18 approved person, means the relevant recognised body on whose application approval under section 309G was given.” I550 Sch. 10 para. 12 in force at Royal Assent for specified purposes, see s. 86(1)(e) 13 In section 391 (publication of notices), in subsection (1ZB), after paragraph (k)

254 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes I551 Sch. 10 para. 13 in force at Royal Assent for specified purposes, see s. 86(1)(e) 14 (1) Section 392 (application of sections 393 and 394) is amended as follows. (2) In paragraph (a) (warning notices), after “282B(3),” insert “309C(1)(b), 309P(1) (3) In paragraph (b) (decision notices), after “282B(4),” insert I552 Sch. 10 para. 14 in force at Royal Assent for specified purposes, see s. 86(1)(e) 15 In section 395 (the FCA’s and PRA’s procedures), in subsection (13), after “(fb) 309R(5), (8) or (10)(b);”. I553 Sch. 10 para. 15 in force at Royal Assent for specified purposes, see s. 86(1)(e) 16 (1) Section 417(1) (interpretation) is amended as follows. (2) In the appropriate place insert— ““Part 18 prohibition order” has the meaning given in section 309B;”. (3) In the definition of “prohibition order”, after ““Part 9C prohibition order”” insert “or ““Part 18C prohibition order””. I554 Sch. 10 para. 16 in force at Royal Assent for specified purposes, see s. 86(1)(e) 17 In section 429 (Parliamentary control of statutory instruments) (a) in subsection (2), in the list of sections beginning with “90B” insert at the (b) in subsection (2B), after paragraph (ba) insert— “(bb) provision made under section 309H(2) which modifies, excludes or applies with modifications any provision of I555 Sch. 10 para. 17 in force at Royal Assent for specified purposes, see s. 86(1)(e)

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes 18 (1) Schedule 1ZA (the Financial Conduct Authority) is amended as follows. (2) In paragraph 20(4), after paragraph (ba) insert— “(bb) its powers under section 309B (Part 18 prohibition orders),”. (3) In paragraph 24, after paragraph (b) insert— “(c) a fee to be paid by any person whose application under section 309I for approval under section 309G has been granted.” I556 Sch. 10 para. 18 in force at Royal Assent for specified purposes, see s. 86(1)(e) 19 In Schedule 2A (Gibraltar-based persons carrying on activities in the UK), in paragraph 19 (power to prohibition order in respect of senior manager), in (a) omit the “or” at the end of paragraph (ii) and insert— “(iia) an order under section 309B, or”; (b) in paragraph (iii) for “or 143S” substitute “, 143S or 309B”. I557 Sch. 10 para. 19 in force at Royal Assent for specified purposes, see s. 86(1)(e) 20 (1) Schedule 17A (further provision in relation to exercise of Part 18 functions by Bank of England) is amended as follows. “6A (1) If the Bank makes a Part 18 prohibition order relating to an individual, (a) provide the FCA with information falling within section 347(2) (f) in relation to the order, and (b) where the FCA has notified the Bank that it considers it appropriate to include in the record maintained under section 347 information of a certain description, disclose to the FCA such information of that description relating to the order or the individual as the Bank has in its possession.
(2) The duty to provide information under sub-paragraph (1)— (a) does not apply to information which the Bank reasonably believes is in the possession of the FCA; (b) does not require or authorise the disclosure of information whose disclosure is prohibited by or under section 348; (c) is without prejudice to any other power of the Bank to disclose (3) In paragraph 14(2) (investigations)— (a) in paragraph (b), for “clearing house or central securities depository”

256 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 10 – Performance of functions relating to financial market infrastructure Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes “(i) an individual may not be a fit and proper person to perform functions in relation to an activity carried on by a relevant (j) an individual may have performed, or agreed to perform, a function in breach of a Part 18 prohibition order; (k) a relevant recognised body may have failed to comply with (l) a relevant recognised body may have failed to comply with (m) a person in relation to whom the Bank has given approval under section 309G may not be a fit and proper person to perform the function to which that approval relates; (n) a person may have performed a designated senior management function without approval under section 309G (o) a person may be guilty of misconduct for the purposes of (4) In paragraph 22 (application of section 347 to the Bank)— (a) the words after “etc)” become paragraph (a); (b) after that paragraph insert— “(b) so far as it relates to approved persons, applies in relation to the Bank as if references in that section to an approved person were to a person in relation to whom the Bank has given approval under section 309G.” (5) In paragraph 29 (notices)— (a) the words after “(notices) apply” become paragraph (a); (b) in that paragraph, after “192L,” insert (c) after that paragraph insert— “(b) in relation to a notice under section 309R(5), (8) or (10)(b) as they apply in relation to such a notice given by the FCA (6) In paragraph 31(1) (proceedings for an offence), after paragraph (c) insert— “(ca) an offence under section 309E;”. (7) In paragraph 36 (fees), after sub-paragraph (4) insert— “(5) The power conferred by this paragraph may not be used to require a fee to be paid by any person whose application under section 309I for approval under section 309G has been granted.” I558 Sch. 10 para. 20 in force at Royal Assent for specified purposes, see s. 86(1)(e) I540 Sch. 10 para. 2 in force at Royal Assent for specified purposes, see s. 86(1)(e)

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes I541 Sch. 10 para. 3 in force at Royal Assent for specified purposes, see s. 86(1)(e) I542 Sch. 10 para. 4 in force at Royal Assent for specified purposes, see s. 86(1)(e) I543 Sch. 10 para. 5 in force at Royal Assent for specified purposes, see s. 86(1)(e) I544 Sch. 10 para. 6 in force at Royal Assent for specified purposes, see s. 86(1)(e) I545 Sch. 10 para. 7 in force at Royal Assent for specified purposes, see s. 86(1)(e) I546 Sch. 10 para. 8 in force at Royal Assent for specified purposes, see s. 86(1)(e) I547 Sch. 10 para. 9 in force at Royal Assent for specified purposes, see s. 86(1)(e) I548 Sch. 10 para. 10 in force at Royal Assent for specified purposes, see s. 86(1)(e) I549 Sch. 10 para. 11 in force at Royal Assent for specified purposes, see s. 86(1)(e) I550 Sch. 10 para. 12 in force at Royal Assent for specified purposes, see s. 86(1)(e) I551 Sch. 10 para. 13 in force at Royal Assent for specified purposes, see s. 86(1)(e) I552 Sch. 10 para. 14 in force at Royal Assent for specified purposes, see s. 86(1)(e) I553 Sch. 10 para. 15 in force at Royal Assent for specified purposes, see s. 86(1)(e) I554 Sch. 10 para. 16 in force at Royal Assent for specified purposes, see s. 86(1)(e) I555 Sch. 10 para. 17 in force at Royal Assent for specified purposes, see s. 86(1)(e) I556 Sch. 10 para. 18 in force at Royal Assent for specified purposes, see s. 86(1)(e) I557 Sch. 10 para. 19 in force at Royal Assent for specified purposes, see s. 86(1)(e) I558 Sch. 10 para. 20 in force at Royal Assent for specified purposes, see s. 86(1)(e) 21 (1) Section 110 of the Financial Services Act 2012 (payment to Treasury of penalties received by Bank of England) is amended as follows. (2) In subsection (2)(a), after “192K” insert “, 309U, 309Z2”. (3) In subsection (5), after paragraph (a) insert— “(aa) sections 309B, 309U and 309Z2 of that Act (Part 18 prohibition I559 Sch. 10 para. 21 in force at Royal Assent for specified purposes, see s. 86(1)(e) 1 (1) The purpose of the special resolution regime for CCPs (see Part 5 of this Schedule) is to address the situation where all or part of the business of a CCP has encountered, or is likely to encounter, financial difficulties.
(2) The special resolution regime consists of the eight stabilisation options. 258 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (3) The eight stabilisation options are— (a) transfer to a private sector purchaser (paragraph 27), (b) transfer to a bridge central counterparty (paragraph 29), (c) transfer of ownership (paragraph 30), (d) terminating clearing member contracts (paragraph 31), (e) making a cash call (paragraph 32), (f) reducing variation margin payments (paragraph 33), (g) writing down liabilities (paragraphs 34 and 35), and (h) taking control of the CCP (paragraph 38). (4) The stabilisation options are achieved through the exercise of one or more of the “stabilisation powers” which are— (a) the share transfer powers (paragraphs 41 and 49 to 53), (b) the property transfer powers (paragraphs 54 and 67 to 74), and (c) the other resolution powers (paragraphs 31 to 35 and 38). (5) Each of the following has a role in the operation of the special resolution regime— (6) Other Parts of this Schedule deal with the following matters— (a) powers and requirements in relation to CCPs which are exercisable by the Bank in advance of reliance on the special resolution regime (see Parts 2 (b) powers relating to information, investigation and enforcement in relation to requirements under this Schedule (see Part 6); (c) third-country resolution action (see Part 7); (d) other general provision, financial provision and consequential amendments I560 Sch. 11 para. 1 not in force at Royal Assent, see s. 86(3) I561 Sch. 11 para. 1 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Removal of impediments to the exercise of stabilisation powers etc 2 (1) The Bank may give directions to a CCP to take measures which the Bank considers are required to address impediments to the effective exercise of the stabilisation

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (2) The power conferred by sub-paragraph (1) includes (but is not limited to) a power (a) to enter into or revise an agreement for the provision of services relating to the provision of critical clearing services; (b) to limit its maximum individual and aggregate exposures to loss; (c) to produce information which is relevant to the exercise of the stabilisation powers, and to provide that information to the Bank; (d) to dispose of specified assets; (e) to cease carrying out specified activities, or observe restrictions in relation to the carrying out of specified activities; (f) to cease the development of new or existing business operations, or observe restrictions in relation to the development of such operations; (g) to make specified changes to its recovery plan, rules or contractual (h) in order to ensure that it is possible for the performance of critical clearing services to be legally or operationally separated from the performance of (i) to change its legal or operational structure, or (ii) so far as it is able to do so, to change the legal or operational structure (i) to change its operational and financial arrangements so as to separate specified classes of assets from other specified classes of assets; (j) to restrict netting sets in relation to specified classes of assets; (k) to establish a parent company in the United Kingdom. (3) Where a CCP is a subsidiary of a company incorporated in the United Kingdom, the Bank may give directions to its parent company requiring the parent company to establish a separate holding company as a parent of the subsidiary for the purpose (a) facilitating the exercise of the stabilisation powers, or (b) ensuring that the exercise of a stabilisation power does not have an adverse effect on any other entities in the group. (4) Before giving directions under this paragraph the Bank must have regard to the potential impact of the direction on— (a) the CCP or entity in question, (b) the market for financial services within the United Kingdom, and (c) the financial stability of the United Kingdom. (5) Where the CCP in question is a PRA-authorised person, the Bank must consult the PRA before giving directions under this paragraph. (6) Directions under this paragraph— (b) may be given with general effect or with respect to a particular CCP or class (7) Nothing in this paragraph limits the powers of the Bank under section 296 or 296A of, or paragraph 9B of Schedule 17A to, FSMA 2000. 260 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
(See end of Document for details) View outstanding changes (8) In this paragraph, “recovery plan” in relation to a CCP, means a plan required under paragraph 29B of the Schedule to the Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges, Clearing Houses and Central Securities Depositories) Regulations 2001 (S.I. 2001/995). I562 Sch. 11 para. 2 not in force at Royal Assent, see s. 86(3) I563 Sch. 11 para. 2 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Safeguards relating to directions under paragraph 2 3 (1) A direction given to a relevant person under paragraph 2 must be accompanied by (a) states when the direction takes effect (see sub-paragraphs (2) and (3)), (b) gives the Bank’s reasons for giving the direction, and (c) specifies a reasonable period within which the person may make representations to the Bank about the direction. (2) The direction may, if the Bank considers it necessary, take effect— (a) immediately it is given to the relevant person, or (b) on a later date specified in the direction. (3) In any other case the direction takes effect when— (a) it has been confirmed by a notice under sub-paragraph (5), and (b) the period during which the direction may be referred to the Upper Tribunal (under sub-paragraph (6)) has expired and, if the matter was so referred, the reference and any appeal against the Tribunal’s determination, has been (4) Where representations are made by the relevant person within the period specified under sub-paragraph (1)(c), the Bank must, within a reasonable period, consider those representations and decide— (a) whether to confirm or revoke the direction, and (b) if the direction is revoked, whether to give a different direction. (a) if no representations are made within that specified period, give the relevant person written notice that the direction is confirmed, and (b) if representations are made, give the relevant person written notice of its decision under sub-paragraph (4). (6) If the relevant person is aggrieved by the confirmation of the direction, the person may refer the matter to the Upper Tribunal. (7) A notice under sub-paragraph (5)(a) or (b) confirming the direction must— (a) inform the relevant person of the right to refer the matter to the Upper (b) indicate the procedure on such a reference. Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (8) A notice given under sub-paragraph (5)(b) of a decision by the Bank to give a different direction must comply with sub-paragraph (1). (9) The Bank must prepare and publish a statement of its policy with respect to the giving of directions under paragraph 2. (10) The Bank may alter or replace a statement of policy published under this paragraph. (11) The Bank must publish a statement as altered or replaced under sub-paragraph (10). (12) No directions may be given under paragraph 2 before the statement of policy under sub-paragraph (9) has been published. (13) In this paragraph “relevant person” means— I564 Sch. 11 para. 3 not in force at Royal Assent, see s. 86(3) I565 Sch. 11 para. 3(1)-(8)(12)(13) in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) I566 Sch. 11 para. 3(9)-(11) in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(i) 4 (1) The Treasury may by regulations make provision requiring the Bank to create and maintain a resolution plan for each CCP. (2) The following are examples of provision that regulations under sub-paragraph (1) (a) provision specifying the information that must be contained in a resolution plan (including provision enabling the Bank to specify such information); (b) provision requiring CCPs to give specified information to the Bank for the purpose of the Bank creating and maintaining a resolution plan (including provision enabling the Bank to specify the way in which such information (c) provision specifying the form of resolution plans (including provision enabling the Bank to specify the form); (d) provision requiring the Bank to review resolution plans at specified intervals; (e) provision requiring the Bank to provide specified information relating to a (f) provision requiring the Bank to give specified persons a copy of the resolution plan and any revised plans (including provision about the way in which a copy of a plan is to be given). (3) Regulations under this paragraph may provide for exemptions. (4) Regulations under this paragraph are subject to the negative procedure. 262 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (5) In this paragraph “resolution plan”, in relation to a CCP, means a document setting out the actions that the Bank proposes to take in the event that the CCP meets the conditions under paragraph 17 for the exercise of the stabilisation powers. I567 Sch. 11 para. 4 not in force at Royal Assent, see s. 86(3) I568 Sch. 11 para. 4 in force at 31.12.2023 by S.I. 2023/1382, reg.
8(b) Removal of directors and senior managers 5 (1) If the Bank is satisfied that the conditions in paragraph 7(1) and (2) are met in relation to a CCP, the Bank may require the CCP to remove— (a) any person who is a director of the CCP; (b) any person who is a senior manager of the CCP. (2) If the Bank imposes a requirement under sub-paragraph (1), the Bank may also (a) to replace a director or senior manager who has been removed, and (b) to take any step needed to give effect to the replacement, including, where necessary, calling a general meeting of the CCP’s shareholders or, if the CCP is an unincorporated association, its members. (3) If the Bank is satisfied that the condition in paragraph 7(5) is met in relation to a person who is a director of a CCP, the Bank may require that CCP to remove that person from the board of directors. (4) Nothing in this Schedule affects the powers under Article 31 of EMIR or I569 Sch. 11 para. 5 not in force at Royal Assent, see s. 86(3) I570 Sch. 11 para. 5 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 6 (1) If the Bank is satisfied that the conditions in paragraph 7(1), (2) and (4) are met in relation to a CCP, the Bank may appoint a person to act (or more than one persons to act jointly) as a temporary manager of that CCP. (2) A temporary manager may be appointed under sub-paragraph (1)— (a) to replace the directors of a CCP where they have been removed in compliance with a requirement imposed under paragraph 5, or (b) to work with the directors of a CCP. Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (3) A temporary manager has the functions specified in the instrument of appointment (4) The functions which may be specified include (amongst other things)— (a) ascertaining the financial position of the CCP; (b) managing the business or part of the business of the CCP in order to preserve or restore the financial position of the CCP; (c) taking measures to restore the prudent management of the CCP; (d) any functions of the directors. (5) The temporary manager may, with the consent of the Bank— (a) require the directors to call a general meeting of the shareholders, or in the case of an unincorporated association, the members of the CCP, or (b) in the case where all of the directors have been removed in compliance with a requirement imposed under paragraph 5, call a general meeting of the shareholders of the CCP or, if the CCP is an unincorporated association, the (6) The temporary manager may propose business for consideration at the general (7) If the temporary manager is being appointed to work with the directors, the Bank— (a) may require the directors not to exercise specified functions during the (b) may require the directors to consult the temporary manager, or obtain the consent of the temporary manager, before taking such decisions or actions as may be specified in the requirement. I571 Sch. 11 para. 6 not in force at Royal Assent, see s. 86(3) I572 Sch. 11 para. 6 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Paragraphs 5 and 6: conditions 7 (1) The condition in this sub-paragraph is met if— (a) there is a significant deterioration in the financial situation of the CCP, or (b) there is a serious infringement by the CCP of— (i) a relevant requirement, or (2) The condition in this sub-paragraph is met if it is not reasonably likely that the deterioration would be reversed or the infringement would be brought to an end by any measure which could be taken by the Bank under the provisions listed in sub- (3) The provisions mentioned in sub-paragraph (2) are— (a) section 296 or 296A of FSMA 2000 (power to direct CCPs); (b) paragraph 13 (power to impose stay on distributions). 264 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (4) The condition in this sub-paragraph is met if the imposition of one or more requirements under paragraph 5 (removal and replacement of directors and senior managers) would not be sufficient to reverse the deterioration or bring the (5) The condition in this sub-paragraph is met in relation to a director of a CCP, if the (a) is no longer of sufficiently good repute to perform their duties, (b) no longer possesses sufficient knowledge, skills, experience, honesty, integrity or independence of mind to perform their duties, or (c) is no longer able to commit sufficient time to perform their duties. (6) For the purposes of this paragraph— (a) “relevant requirement” means a requirement imposed by or under— (iii) another enactment (or provision of an enactment) specified in regulations made by the Treasury; (b) a deterioration in the financial situation of a CCP is significant if the deterioration places the CCP at risk of meeting condition 1 under (7) Regulations under this paragraph are subject to the negative procedure. I573 Sch. 11 para. 7 not in force at Royal Assent, see s. 86(3) I574 Sch. 11 para. 7 in force at 31.12.2023 by S.I. 2023/1382, reg.
8(b) Temporary further provisions in relation to the appointment 8 (1) Before appointing a person to act as a temporary manager, the Bank must be satisfied (a) has the qualifications, ability and knowledge to carry out the functions to be given to the temporary manager, and (b) would not be subject to a conflict of interest as a result of the appointment. (2) A person may not be appointed to act as a temporary manager for a period longer than one year, but is eligible for re-appointment (or further re-appointment) if paragraph 6(1) continues to apply in relation to the CCP. (3) The Bank may vary the terms of the appointment of a temporary manager, or remove the temporary manager, at any time. (4) A temporary manager is not liable for damages in respect of anything done in good faith for the purposes of or in connection with the functions of the appointment (subject to section 8 of the Human Rights Act 1998). I575 Sch. 11 para. 8 not in force at Royal Assent, see s. 86(3)

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes I576 Sch. 11 para. 8 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Temporary instrument of appointment 9 (1) The power in paragraph 6(1) is to be exercised by an instrument of appointment. (2) The instrument of appointment must— (a) specify the functions of the temporary manager, (b) specify the date on which the appointment of the temporary manager has (c) specify the period for which the temporary manager is appointed, and (d) make provision for the resignation and replacement of the person who is appointed as the temporary manager. (3) The instrument of appointment may— (a) require the temporary manager to consult the Bank or other specified person before exercising specified functions, (b) specify particular matters on which the Bank or other specified person must (c) provide that the temporary manager is not to exercise specified functions without the consent of the Bank or other specified person. (4) The instrument of appointment may require the temporary manager to make reports to the Bank, at specified times or intervals, on— (a) the financial position of the CCP, (b) the actions taken by the temporary manager during the course of the temporary manager‘s appointment, and (c) any other specified matters. (5) The instrument of appointment may provide for the payment of remuneration and allowances to a temporary manager. (6) Provision under sub-paragraph (5) may provide that the amounts are— (a) to be paid by the Bank, or (b) to be determined by the Bank and paid by the CCP. (a) is appointed to replace the directors of the CCP, or (b) is appointed to work with the directors of the CCP and has the power to the Bank must publish the instrument of appointment on its website. I577 Sch. 11 para. 9 not in force at Royal Assent, see s. 86(3) I578 Sch. 11 para. 9 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Right to refer matters to the Tribunal 10 (1) A CCP which is aggrieved by one of the following may refer the matter to the

266 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (a) the imposition of a requirement on that CCP under paragraph 5, or (b) the appointment, or the terms of the appointment, of a person to act as a temporary manager of that CCP under paragraph 6. (2) A director or senior manager (or a former director or senior manager) of a CCP who is aggrieved by the imposition of a requirement on that CCP under paragraph 5 may refer the matter to the Tribunal. (3) A director (or a former director) of a CCP who is aggrieved by the imposition of a requirement on that director under paragraph 6(7) may refer the matter to the I579 Sch. 11 para. 10 not in force at Royal Assent, see s. 86(3) I580 Sch. 11 para. 10 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Removal of directors and senior managers and appointment of temporary 11 (1) A requirement under paragraph 5 or 6(7) or the appointment of a temporary manager under paragraph 6(1) may be expressed to take effect immediately or on a specified date only if the Bank, having regard to the grounds for imposing the requirement or making the appointment, reasonably considers that it is necessary for the requirement or the appointment to take effect immediately or on that date. (2) If the Bank proposes to impose a requirement on a CCP under paragraph 5 or imposes such a requirement with immediate effect, it must give written notice— (b) to each of the directors or senior managers to whom the requirement relates. (a) proposes to appoint a person to act as a temporary manager under paragraph 6 or to vary the terms on which such a person is appointed, or (b) makes such an appointment or variation with immediate effect, the Bank must give written notice to the CCP.
(4) If the Bank proposes to impose a requirement on the directors under paragraph 6(7), or imposes such a requirement with immediate effect, the Bank must give written (5) If, having considered any representations made by a person to whom notice (the “original notice”) has been given (see paragraph 12), the Bank decides— (a) to impose the requirement, make the appointment or vary the terms of an appointment in accordance with the original notice, or (b) not to rescind the imposition of any such requirement or the making of any such appointment or variation which has already taken effect, the Bank must give written notice to each person to whom the original notice was

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025.
There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
(See end of Document for details) View outstanding changes (6) A written notice under sub-paragraph (5) must inform the person to whom it is given of the right of that person to refer the matter to the Tribunal and give an indication of the procedure on such a reference. (7) If, having considered any representations made by a person to whom the original notice has been given (see paragraph 12), the Bank decides— (a) to impose a requirement, make an appointment or vary the terms of an appointment in a way that is different from the requirement, appointment or variation described in the original notice, (b) not to impose the requirement, make the appointment or vary the terms of an appointment in accordance with the original notice, or (c) to rescind the imposition of any such requirement, or the making of any such appointment or variation that has already taken effect, the Bank must give written notice to each person to whom the original notice was I581 Sch. 11 para. 11 not in force at Royal Assent, see s. 86(3) I582 Sch. 11 para. 11 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Removal of directors and senior managers and appointment of temporary notice 12 (1) A notice under paragraph 11(2) must— (a) give details of the requirement, (b) identify each of the directors or senior managers to whom the requirement relates (“the interested parties”), (c) give the Bank’s reasons for imposing the requirement— (i) in the case of a notice given to the CCP, in relation to each interested (ii) in the case of a notice given to an interested party, in relation to that (d) inform the CCP and the interested parties that each of them may make representations to the Bank within such period as may be specified in the notice (whether or not the matter has been referred to the Tribunal), (e) state when the requirement takes effect, and (f) inform the CCP and each of the interested parties of their right to refer the (2) A notice given under paragraph 11(3) must— (a) state when the appointment or variation takes effect, and be accompanied by the instrument, or revised instrument, of appointment, (b) give the Bank’s reasons for making the appointment or variation, (c) inform the CCP that it may make representations to the Bank within such period as may be specified in the notice (whether or not the matter has been referred to the Tribunal), and (d) inform the CCP of its right to refer the matter to the Tribunal. (3) A notice given under paragraph 11(4) must—

268 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (a) give details of the requirement, (b) give the Bank’s reasons for imposing the requirement, (c) state when the requirement takes effect, (d) inform the director that the director may make representations to the Bank within such period as may be specified in the notice (whether or not the matter has been referred to the Tribunal), and (e) inform the director of the director’s right to refer the matter to the Tribunal. (4) The Bank may extend the period allowed by the notice given under paragraph 11(2), (3) or (4) for making representations. (5) A notice under paragraph 11(7)(a) about the imposition of a requirement under paragraph 5 must comply with sub-paragraph (1). (6) A notice under paragraph 11(7)(a) about the appointment of a person as a temporary manager or the variation of the terms of the appointment of a person as a temporary manager must comply with sub-paragraph (2). (7) A notice under paragraph 11(7)(a) about the imposition of a requirement under paragraph 6(7) must comply with sub-paragraph (3). (8) In this paragraph, any reference to “appointment” includes re-appointment. I583 Sch. 11 para. 12 not in force at Royal Assent, see s. 86(3) I584 Sch. 11 para. 12 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Temporary restriction on remuneration 13 (1) The Bank may by direction restrict or prohibit for a specified period discretionary payments to specified employees of a CCP or specified shareholders of a CCP. (2) The power under sub-paragraph (1) may be exercised only if— (a) a stabilisation power is not being exercised in relation to the CCP, (b) at least one of the conditions in sub-paragraph (3) is met, and (c) the condition in sub-paragraph (4) is met. (3) The conditions in this sub-paragraph are— (a) there is or is likely soon to be a significant deterioration in the financial situation of the CCP (within the meaning given by paragraph 7(6)); (b) there is a material risk of a threat to the ability of the CCP to maintain critical (c) there is a risk of a significant disruption to the operation of the CCP; (d) the operation of the CCP poses a risk to the financial stability of the United (4) The condition in this sub-paragraph is that the exercise of the power is necessary or desirable having regard to the public interest in— (a) the stability of the UK financial system, or (b) the continuity of critical clearing services. Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (5) The Bank must prepare and publish a statement of its policy with respect to the giving of directions under this paragraph.
(6) The Bank may alter or replace a statement of policy published under this paragraph. (7) The Bank must publish a statement as altered or replaced under sub-paragraph (6). (8) No directions may be given under this paragraph before the statement of policy under sub-paragraph (5) has been published. (9) The specified period for the purposes of sub-paragraph (1) must not exceed 5 years. (10) Directions under this paragraph— (a) must be given in writing to the employees or shareholders that the directions (11) In this paragraph “discretionary payments” means payments, made otherwise than under a contractual obligation, of any of the following— (d) variable remuneration including, where an employee is a senior manager, bonuses, discretionary pension benefits and severance payments. I585 Sch. 11 para. 13 not in force at Royal Assent, see s. 86(3) I586 Sch. 11 para. 13(1)-(4)(8)-(11) in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) I587 Sch. 11 para. 13(5)-(7) in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(ii) Restriction on review and revocation 14 (1) This paragraph applies where a direction has been given under paragraph 13(1) in (2) The Bank must, at least once every 3 months after giving the direction, carry out a review of whether the requirements for the exercise of the power continue to be met. (3) If at any time the Bank becomes aware that the requirements for the exercise of the power cease to be met, the Bank must revoke the direction with immediate effect. (4) The direction ceases to have effect if a stabilisation power is exercised in respect of I588 Sch. 11 para. 14 not in force at Royal Assent, see s. 86(3) I589 Sch. 11 para. 14 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

270 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes 15 (1) This paragraph sets out the special resolution objectives. (2) The Bank must have regard to the special resolution objectives in using, or considering the use of, the stabilisation powers. (3) Objective 1 is to protect and enhance the stability of the UK financial system, (a) preventing contagion (including contagion to market infrastructures), and (b) maintaining market discipline. (4) Objective 2 is to protect and enhance public confidence in the stability of the UK (5) Objective 3 is to maintain the continuity of central counterparty clearing services. (6) Objective 4 is to protect public funds. (7) Objective 5 is to avoid interfering with property rights in contravention of a Convention right (within the meaning of the Human Rights Act 1998). (8) The order in which the objectives are listed in this paragraph is not significant; they are to be balanced as appropriate in each case. (9) In this paragraph, “market infrastructures” include recognised investment exchanges, recognised clearing houses and recognised CSDs, within the meaning of section 285 I590 Sch. 11 para. 15 not in force at Royal Assent, see s. 86(3) I591 Sch. 11 para. 15 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 16 (1) The Treasury must issue a code of practice about the use of the stabilisation powers. (2) The code may, in particular, provide guidance on— (a) how the special resolution objectives are to be understood and achieved, (b) the choice between different options, (c) the information to be provided in the course of a consultation under this (d) how to determine whether Condition 2 in paragraph 17 is met, (e) how to determine whether the test for the use of stabilisation powers under (g) compensation, including how the Treasury intend to satisfy the requirement

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (3) See also paragraph 29 which requires the inclusion in the code of certain matters about bridge central counterparties. (4) The Treasury may revise and re-issue the code of practice. (5) Before issuing or re-issuing the code of practice the Treasury must consult the Bank, (6) The Bank must have regard to the code of practice. (7) As soon as is reasonably practicable after issuing or re-issuing the code of practice the Treasury must lay a copy before Parliament. I592 Sch. 11 para. 16 not in force at Royal Assent, see s. 86(3) I593 Sch. 11 para. 16 in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(iii) 17 (1) A stabilisation power may be exercised in respect of a CCP only if the Bank is satisfied that each of the following conditions is met. (2) Condition 1 is that the CCP is failing or likely to fail. (a) having regard to timing and other relevant circumstances, it is not reasonably likely that (ignoring the stabilisation powers) action will be taken by or in respect of the CCP that will result in Condition 1 ceasing to be met, or (b) in the Bank’s assessment, the action that may be taken by or in respect of the CCP for the purpose of ensuring that Condition 1 is no longer met might have an adverse impact on the stability of the UK financial system.
(4) Condition 3 is that the exercise of the power is necessary having regard to the public interest in the advancement of one or more of the special resolution objectives. (5) Condition 4 is that one or more of the special resolution objectives would not be met to the same extent by the winding up of the CCP. (6) For the purposes of Condition 1, a CCP is failing or likely to fail if one or more of (a) the CCP is failing or is likely to fail to meet the recognition requirements (within the meaning of section 286 of FSMA 2000); (b) the value of the assets of the CCP is less than the amount of its liabilities; (c) the CCP is unable to pay its debts or other liabilities as they fall due; (d) any of paragraphs (a) to (c) will, in the near future, apply to the CCP; (e) extraordinary public financial support is required in respect of the CCP and sub-paragraph (9) does not apply to that support. (7) The Bank may treat Condition 1 as met if satisfied that it would be met but for the withdrawal or possible withdrawal of critical clearing services by the CCP. (8) The Bank must treat Conditions 1 and 2(a) as met if satisfied that those conditions would be met but for financial assistance provided by—

272 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (b) the Bank (disregarding ordinary market assistance offered by the Bank on (9) This sub-paragraph applies where, in order to remedy a serious disturbance in the economy of the United Kingdom and preserve financial stability, the extraordinary public financial support takes either of the following forms— (a) a State guarantee to back liquidity facilities provided by the Bank, or (b) a State guarantee of newly issued liabilities. (10) Before determining that Conditions 2, 3 and 4 are met the Bank must consult— (a) if the CCP is a PRA-authorised person, the PRA, I594 Sch. 11 para. 17 not in force at Royal Assent, see s. 86(3) I595 Sch. 11 para. 17 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 18 Where the Bank is considering the exercise of a stabilisation power in respect of a CCP which is a member of a group, the Bank must have regard to— (a) the need to minimise the effect of the exercise of the power on other undertakings in the same group, and (b) the potential effect of the exercise of the power on the financial stability of countries other than the United Kingdom (particularly those countries in which any member of that group is operating). I596 Sch. 11 para. 18 not in force at Royal Assent, see s. 86(3) I597 Sch. 11 para. 18 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Specific financial assistance cases 19 (1) In a financial assistance case, the Bank may exercise a stabilisation power in respect of the CCP concerned in accordance with paragraph 27, 29 or 30 only if satisfied that the condition in sub-paragraph (3) is met. (2) “Financial assistance case” means a case where the Treasury notify the Bank that they have provided financial assistance in respect of a CCP for the purpose of resolving or reducing a serious threat to the stability of the UK financial system. (a) the Treasury have given a recommendation to the Bank to exercise the stabilisation power on the grounds that it is necessary in order to protect the (b) the Bank considers that the exercise of the stabilisation power is an appropriate way to provide that protection. Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (4) The condition in this paragraph is in addition to the conditions in paragraph 17. I598 Sch. 11 para. 19 not in force at Royal Assent, see s. 86(3) I599 Sch. 11 para. 19 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 20 (1) The Treasury must make arrangements for a panel to advise the Treasury about the effect of the special resolution regime on— (b) persons with whom CCPs do business, and (2) In particular, the panel may advise the Treasury about— (a) the exercise of powers to make statutory instruments under or by virtue of this Schedule, (excluding the stabilisation powers and regulations under (b) the code of practice under paragraph 16, and (c) anything else referred to the panel by the Treasury. (3) The Treasury must ensure that the panel includes— (a) a member appointed by the Treasury, (b) a member appointed by the Bank, (c) a member appointed by the PRA, (d) a member appointed by the FCA, (e) one or more persons who in the Treasury’s opinion represent the interests (f) one or more persons who in the Treasury’s opinion represent the interests of (g) one or more persons who in the Treasury’s opinion have expertise in law relating to the UK financial system, and (h) one or more persons who in the Treasury’s opinion have expertise in I600 Sch. 11 para.
20 not in force at Royal Assent, see s. 86(3) I601 Sch. 11 para. 20 in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(iv) Restrictions on use of certain resolution powers 21 (1) Where the Bank has exercised the first stabilisation option (private sector purchaser) in respect of a CCP it may only exercise the relevant resolution powers in relation

274 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (2) Where the Bank has exercised the third stabilisation option (transfer of ownership) in respect of a CCP it may only exercise the relevant resolution powers in respect of the CCP where the transferee under paragraph 30 is— (b) a company wholly owned by the Bank or the Treasury, or (c) a nominee of the Treasury. “relevant resolution powers” means any of the resolution powers under the “residual CCP” means the CCP all or part of whose business has been transferred in accordance with paragraph 27(2). I602 Sch. 11 para. 21 not in force at Royal Assent, see s. 86(3) I603 Sch. 11 para. 21 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 22 (1) Before the Bank exercises a stabilisation power in respect of a CCP, it must ensure that the assets and liabilities of the CCP are valued. (2) The purpose of a valuation carried out under sub-paragraph (1) is to— (a) inform the decision as to— (i) whether the conditions for the exercise of a stabilisation power are (ii) which stabilisation option should be employed, (iii) the extent to which any liabilities should be cancelled, modified, converted or deferred through the use of a write-down instrument, (iv) the extent to which any securities should be cancelled, diluted, modified, converted or deferred through the use of a write-down (v) what assets, liabilities or securities (if any) are to be transferred by a property transfer instrument, share transfer instrument or write- (vi) the value of any consideration to be paid to the CCP or the owners of the securities for any assets, liabilities or securities so transferred, (b) ensure that the full extent of any losses on the assets of that CCP are appreciated at the time that the Bank exercises a stabilisation power. (3) Unless sub-paragraph (4) applies, the Bank must arrange for the appointment of an independent valuer in accordance with paragraph 24 to carry out a valuation for the purposes of sub-paragraph (1). (4) Where the Bank considers that the urgency of the case makes it appropriate to exercise the stabilisation power before a valuation can be carried out by a person appointed in accordance with sub-paragraph (3), the Bank may carry out a

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes provisional valuation of the assets and liabilities of the CCP for the purposes of sub- (5) In carrying out a valuation required under sub-paragraph (1), the person carrying out (a) make prudent assumptions as to possible rates of default and the severity of (b) disregard potential financial assistance which may be provided by the Bank or the Treasury after the Bank has exercised the stabilisation power (except for ordinary market assistance offered by the Bank on its usual terms), (c) take account of the fact that the Bank and the Treasury may charge interest or fees in respect of any loans or guarantees provided to the CCP after the Bank has exercised the stabilisation power, (d) apply any relevant methodology specified in regulations made under this (6) A provisional valuation carried out under sub-paragraph (4) must in particular make provision in respect of additional losses by the CCP in accordance with any regulations made under this paragraph. (7) A valuation under sub-paragraph (1) must be accompanied by— (a) a balance sheet of the CCP as at the date of the valuation, (b) a report on the financial position of the CCP, (c) an analysis and an estimate of the accounting value of the assets of the CCP, (d) a list of the outstanding liabilities of the CCP (including any off-balance sheet liabilities), with the creditors subdivided into classes according to the priority their claims would receive in insolvency proceedings, and (e) an estimate of the amount that each class of creditors and shareholders might be expected to receive if the CCP went into insolvent liquidation. (8) Where appropriate, the information in sub-paragraph (7)(c) may be supplemented by an analysis and estimate of the value of the assets and liabilities of the CCP on (9) Where a provisional valuation is carried out under sub-paragraph (4), the Bank need only comply with sub-paragraph (7) as far as it is reasonable to do so in the (10) The Treasury may by regulations make provision for the purposes of a valuation under this paragraph specifying— (a) the methodology for assessing the value of the assets and liabilities of a CCP; (b) the methodology for calculating and including a buffer for additional losses (11) Before making regulations under sub-paragraph (10) the Treasury must consult the (12) Regulations under this paragraph are subject to the negative procedure. I604 Sch. 11 para.
22 not in force at Royal Assent, see s. 86(3) I605 Sch. 11 para. 22(1)-(9) in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

276 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes I606 Sch. 11 para. 22(10)-(12) in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(v) Replacement of Bank’s provisional valuation 23 (1) Where the Bank has carried out a provisional valuation under paragraph 22 before exercising a stabilisation power, the Bank must arrange for the appointment of an independent valuer in accordance with paragraph 24 to carry out a full valuation in accordance with this paragraph as soon as reasonably practicable. (2) The purpose of the valuation carried out under sub-paragraph (1) is to— (a) ensure the full extent of any losses on the assets of the CCP is recognised in the accounting records of the CCP, and (b) inform a decision by the Bank as to whether— (i) additional consideration should be paid by a bridge central counterparty for any property, rights or liabilities transferred by a property transfer instrument, or securities transferred by a share (ii) the Bank should exercise the power under paragraph 26 to increase or reinstate any liability which has been reduced, cancelled or deferred by a write-down instrument. (3) A valuation carried out under sub-paragraph (1) must comply with sub-paragraph (5) of paragraph 22 and be accompanied by the information required in sub- paragraph (7) of that paragraph. I607 Sch. 11 para. 23 not in force at Royal Assent, see s. 86(3) I608 Sch. 11 para. 23 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Independent valuation under paragraph 22 or 23 24 (1) The Bank must make arrangements for the appointment of a person to act as an independent valuer for the purposes of a valuation to be conducted under (2) The Bank may require the CCP to which the valuation relates to reimburse the Bank for costs it incurs in relation to the independent valuer (including remuneration and allowances paid to the valuer and the valuer’s staff). (3) A person may not be appointed as an independent valuer under sub-paragraph (1) unless the Bank is satisfied that the person is independent from the Bank and the CCP to which the valuation relates. (4) An independent valuer is to hold and vacate office in accordance with the terms of (5) An independent valuer may be removed from office only on the grounds of incapacity (6) In the event of the death of an independent valuer, or an independent valuer being removed from office or resigning, a new independent valuer must be appointed by the Bank in accordance with this paragraph. Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes I609 Sch. 11 para. 24 not in force at Royal Assent, see s. 86(3) I610 Sch. 11 para. 24 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Independent supplemental 25 (1) An independent valuer may do anything necessary or desirable for the purposes of or in connection with the performance of the functions of the office. (2) The Treasury may by regulations confer specific functions on independent valuers; in particular, the regulations may— (a) enable an independent valuer to apply to a court or tribunal for an order requiring the provision of information or the giving of oral or written (b) enable or require independent valuers to publish, disclose or withhold (3) Provision under sub-paragraph (2) may— (a) confer a discretion on independent valuers; (b) confer jurisdiction on a court or tribunal; (c) make provision about oaths, expenses and other procedural matters relating to the giving of evidence or the provision of information; (d) make provision about enforcement. (4) An independent valuer may appoint staff. (5) The Treasury may by regulations make provision about the procedure to be followed (6) Independent valuers (and their staff) are neither servants nor agents of the Crown (and, in particular, are not civil servants). (7) Records of an independent valuer are public records for the purposes of the Public (8) Regulations under this paragraph are subject to the negative procedure. I611 Sch. 11 para. 25 not in force at Royal Assent, see s. 86(3) I612 Sch. 11 para. 25(1)(4)(6)(7) in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) I613 Sch. 11 para. 25(2)(3)(5)(8) in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(vi) Consequences of a replacement valuation 26 (1) Where the independent valuation carried out under paragraph 23(1) produces a higher valuation of the net asset value of the CCP than a provisional valuation carried out under paragraph 22(4), the Bank may— (a) modify any liability of the CCP which has been reduced, deferred or cancelled by a write-down instrument so as to increase or reinstate that

278 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025.
There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (b) instruct a bridge central counterparty to pay additional consideration— (i) to the CCP for any property, rights or liabilities transferred to the bridge central counterparty by a property transfer instrument, or (ii) to the previous holders of securities issued by the CCP for any securities transferred to the bridge central counterparty by a share (2) The power in sub-paragraph (1)(a)— (a) may not be exercised so as to increase the value of the liability beyond the value it would have had if the write-down instrument which reduced, cancelled or deferred it had not been made, and (b) must be exercised by a resolution instrument (whether or not that instrument contains any other provision authorised by this Schedule). I614 Sch. 11 para. 26 not in force at Royal Assent, see s. 86(3) I615 Sch. 11 para. 26 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 27 (1) The first stabilisation option is to sell all or part of the business of the CCP to a (2) For that purpose the Bank may make— (a) one or more share transfer instruments; (b) one or more property transfer instruments. I616 Sch. 11 para. 27 not in force at Royal Assent, see s. 86(3) I617 Sch. 11 para. 27 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Private sector marketing 28 (1) Subject to sub-paragraph (4) and (5), the Bank must make arrangements for (a) any securities issued by the CCP which the Bank intends to transfer by a share transfer instrument under paragraph 27(2)(a), or (b) any property, rights or liabilities of the CCP which the Bank intends to transfer by a property transfer instrument under paragraph 27(2)(b). (2) The arrangements under sub-paragraph (1) must— (a) be as transparent as possible having regard to the circumstances and the need to maintain financial stability; (b) ensure there is no conflict of interest; (c) take account of the need for the Bank to act quickly to address the situation where a CCP is failing or likely to fail; (d) aim at maximising, as far as possible, the sale price for the property, rights

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (3) The arrangements under sub-paragraph (1) must not— (a) materially misrepresent the securities, property, rights or liabilities which the (b) favour or discriminate between potential purchasers or grant an unfair advantage to a potential purchaser. (4) Sub-paragraph (1) does not apply if the Bank considers that complying with that sub- paragraph would undermine one or more of the special resolution objectives. (5) In particular sub-paragraph (1) does not apply if the Bank considers that— (a) there is a material threat to financial stability in the United Kingdom arising from or aggravated by the failure or likely failure of the CCP, and (b) complying with sub-paragraph (1) would undermine the effectiveness of the first stabilisation option in addressing that threat or achieving the objective I618 Sch. 11 para. 28 not in force at Royal Assent, see s. 86(3) I619 Sch. 11 para. 28 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 29 (1) The second stabilisation option is to transfer all or part of the business of the CCP to a company which meets the requirements of sub-paragraph (2) (a “bridge central (2) Those requirements are that the company— (a) is wholly or partially owned by the Bank, (b) is controlled by the Bank, and (c) is created for the purposes of receiving a transfer by virtue of this paragraph with a view to maintaining access to critical clearing services and (in due course) selling the CCP or its business. (3) For that purpose the Bank may make— (a) one or more property transfer instruments; (b) one or more share transfer instruments. (4) The code of practice under paragraph 16 must include provision about the management and control of bridge central counterparties including, in particular, (b) the content of the articles of association, (c) the content of reports under paragraph 114, (d) different arrangements for management and control at different stages, and (5) The Bank must, without delay, take all necessary steps to wind up the bridge central (a) all or substantially all of the bridge central counterparty’s assets, rights and liabilities have been transferred to a third party, or

280 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (b) following a transfer to the bridge central counterparty under this paragraph, no further transfer to the bridge central counterparty is made under this paragraph during the relevant post-transfer period. (6) Sub-paragraph (5) does not apply if the bridge central counterparty— (a) has merged with another entity, (b) has ceased to meet the requirements of sub-paragraph (2)(a) or (b), or (c) has already been wound up.
(7) “The relevant post-transfer period” means the period of two years beginning with the day of the transfer mentioned in sub-paragraph (5)(a), subject to any extension (8) The Bank may extend (or further extend) the relevant post-transfer period by one year if it is satisfied that the extension— (a) would support one or more of the outcomes mentioned in sub-paragraph (5) (b) is necessary to ensure the continuity of critical clearing services. (9) Where property, rights or liabilities are first transferred by property transfer instrument to a bridge central counterparty and later transferred (whether or not by the exercise of a power under this Schedule) to another company which is wholly owned by the Bank, that other company is an “onward bridge central counterparty”. (10) An onward bridge central counterparty— (a) is a bridge central counterparty for the purposes of— (i) sub-paragraphs (4) to (6), (b) is not a bridge central counterparty for the purposes of— I620 Sch. 11 para. 29 not in force at Royal Assent, see s. 86(3) I621 Sch. 11 para. 29 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 30 (1) The third stabilisation option is to transfer ownership of the CCP to any person other than a bridge central counterparty or a commercial purchaser. (2) For that purpose the Bank may make one or more share transfer instruments. I622 Sch. 11 para. 30 not in force at Royal Assent, see s. 86(3)

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes I623 Sch. 11 para. 30 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 31 (1) The fourth stabilisation option is to make one or more tear-up instruments for the purpose of ensuring that the CCP has a matched book. (2) A tear-up instrument is an instrument that makes provision terminating one or more contracts held by the CCP with clearing members. (3) Where the Bank exercises the power under sub-paragraph (1), it must as soon as reasonably practicable determine the value of the terminated contract. (4) On the basis of the determination under sub-paragraph (3) the Bank must as soon as reasonably practicable either— (a) require the CCP to make a commercially reasonable payment, representing the value of the terminated contract, to the clearing member who is a party (b) require the clearing member who is a party to the contract to make a commercially reasonable payment, representing the value of the terminated (5) The Bank must within 12 months of this paragraph coming into force publish a statement of policy as to how it determines what a commercially reasonable payment is for the purpose of complying with sub-paragraph (4). (6) The Bank may alter or replace a statement of policy published under this paragraph. (7) The Bank must publish a statement as altered or replaced under sub-paragraph (6). (8) For the purposes of this paragraph, a CCP has a matched book when the sum of the financial obligations owed by the CCP to its clearing members is equal to the sum of the financial obligations owed to the CCP by its clearing members. I624 Sch. 11 para. 31 not in force at Royal Assent, see s. 86(3) I625 Sch. 11 para. 31 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 32 (1) The fifth stabilisation option is to make one or more cash call instruments. (2) A cash call instrument is an instrument that makes provision requiring one or more clearing members of the CCP to pay an amount in cash specified in the instrument (3) The Treasury may by regulations— (a) make provision for calculating the maximum cash amount that may be specified for the purposes of sub-paragraph (2); (b) specify circumstances in which the Bank may require a CCP to use specified funds of specified clearing members to satisfy all or part of that member’s obligations under sub-paragraph (2). 282 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (4) The power under sub-paragraph (1) does not apply to a clearing member— (a) which is an interoperable CCP, (b) which falls within Article 1(4) or (5) of EMIR, or (c) in relation to which a direction under regulation 3(1)(f) of the Equivalence Determinations for Financial Services and Miscellaneous Provisions (Amendment etc) (EU Exit) Regulations 2019 (S.I. 2019/541) is in force. (5) Regulations under this paragraph are subject to the negative procedure. I626 Sch. 11 para. 32 not in force at Royal Assent, see s. 86(3) I627 Sch. 11 para. 32(1)(2) in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) I628 Sch. 11 para. 32(3)-(5) in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(vii) Power to reduce variation margin payments 33 (1) The sixth stabilisation option is to make one or more variation instruments.
(2) A variation instrument is an instrument that makes provision to reduce or cancel a variation margin payment that a CCP would have otherwise paid to a clearing (3) The power under this paragraph may be exercised only for the purpose of recovering losses arising as a result of a clearing member defaulting on the member’s obligations (4) The power under sub-paragraph (1) does not apply to a clearing member— (a) which falls within Article 1(4) or (5) of EMIR, or (b) in relation to which a direction under regulation 3(1)(f) of the Equivalence Determinations for Financial Services and Miscellaneous Provisions (Amendment etc) (EU Exit) Regulations 2019 (S.I. 2019/541) is in force. (5) In this paragraph, a “variation margin payment” means a payment reflecting an increase in the market value of a clearing member’s position in the market. I629 Sch. 11 para. 33 not in force at Royal Assent, see s. 86(3) I630 Sch. 11 para. 33 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 34 (1) The seventh stabilisation option is for the Bank to make one or more write-down (2) A write-down instrument is an instrument that makes any of the following provision (or any combination of the following)— (a) provision cancelling an unsecured liability owed by the CCP; (b) provision modifying or changing the form of an unsecured liability owed by

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (c) provision that a contract under which the CCP has an unsecured liability is to have effect as if a specified right had been exercised under it; (d) provision under paragraph 35(1). (3) The power under this paragraph may be exercised only for the purpose of recovering losses arising otherwise than as a result of a clearing member defaulting on the member’s obligations to the CCP. (4) The power under sub-paragraph (2) may not be exercised so as to affect the following (a) liabilities to employees or workers, including liabilities owed to a pension scheme in respect of those persons; (b) liabilities to commercial or trade creditors arising from the provision to the CCP of goods or services that are critical to the continuity of the CCP’s (c) HMRC debts which are preferential debts within the meaning of section 386 (d) liabilities to designated systems, operators of designated systems, or participants in such systems to the extent that the liabilities arise from their (e) liabilities to interoperable CCPs; (f) liabilities to central banks; (g) liabilities to clearing members so far as these relate to initial margin (h) liabilities to small enterprises. (5) The reference to modifying a liability owed by the CCP includes a reference to modifying the terms (or the effect of the terms) of a contract under which the CCP (6) The reference to changing the form of a liability owed by the CCP includes, for (a) converting an instrument under which a CCP owes a liability from one form (b) replacing such an instrument with another instrument of a different form or (c) creating a new security (of any form or class) in connection with the modification of such an instrument, or (d) converting those liabilities into securities issued by the CCP or a bridge central counterparty or UK parent of the CCP. (7) The Treasury may by regulations amend sub-paragraph (4) by— (a) adding to the list of liabilities; (b) amending or omitting any liability listed. (8) Regulations under this paragraph are subject to the affirmative procedure. “designated system” has the meaning given by regulation 2 of the Financial Markets and Insolvency (Settlement Finality) Regulations 1999 (S.I. 1999/2979) as amended from time to time;

284 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes “initial margin requirements” means margins provided by clearing members to a CCP to cover the CCP’s potential future exposure in the event “small enterprise” means an enterprise which employs fewer than 50 people and whose annual turnover or annual balance sheet total does not I631 Sch. 11 para. 34 not in force at Royal Assent, see s. 86(3) I632 Sch. 11 para. 34 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Powers in relation to securities 35 (1) A write-down instrument may— (a) cancel, transfer, dilute or modify any securities to which this sub-paragraph (b) convert any such securities from one form or class into another.
(2) Sub-paragraph (1) applies to securities issued by the CCP that fall within class 1 in (3) A write-down instrument may— (a) make provision with respect to rights attaching to securities issued by the (b) provide for the listing of securities issued by the CCP to be discontinued or (c) provide for the listing or admission to trading on a regulated market of securities in class 1 (and related class 3 securities) created in accordance with that or any other write-down instrument; (d) provide for the listing or admission to trading on a regulated market of existing securities in class 2 modified by that or any other write-down (4) The reference in sub-paragraph (1) to converting securities from one form or class into another includes creating a new security in connection with the modification of (5) In sub-paragraph (3) any reference to a class of securities is to be construed in (6) The provision that may be made under sub-paragraph (3)(a) includes, for example— (a) provision that specified rights attaching to securities are to be treated as (b) provision that the Bank is to be treated as authorised to exercise specified rights attaching to securities; (c) provision that specified rights attaching to securities may not be exercised for a period specified in the instrument. (a) the reference to “listing” is to listing under section 74 of FSMA 2000, and (b) “regulated market” has the meaning given in section 103(1) of FSMA 2000. Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (8) Where the listing of securities is suspended in accordance with a write-down instrument, those securities are to be treated for the purposes of section 96 of, and paragraph 23(6) of Schedule 1ZA to, FSMA 2000 as still being listed. (9) The provision that may be made under this paragraph in relation to any securities is in addition to any provision that the Bank may have power to make in relation to F22 Words in Sch. 11 para. 35(3)(d) omitted (30.1.2024 for specified purposes and otherwise on the day on which EUR 2017/1129 is revoked by 2023 c. 29, s. 1(1), Sch. 1) by virtue of The Public Offers and Admissions to Trading Regulations 2024 (S.I. 2024/105), reg. 2(2)(3), Sch. 3 para. 26 (with regs. 48-50) I633 Sch. 11 para. 35 not in force at Royal Assent, see s. 86(3) I634 Sch. 11 para. 35 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Report on provisions in write-down instrument 36 (1) This paragraph applies to a relevant provision in a write-down instrument. (2) The Bank must report to the Chancellor of the Exchequer stating the reasons why that provision has been made in the case of the securities or liabilities concerned. (3) If the provision departs from the insolvency treatment principles, the report must state the reasons why it does so. (4) The insolvency treatment principles are that where an instrument includes a relevant (a) the provision made by the instrument must be consistent with treating existing claims in respect of the CCP’s shares and all the liabilities of the CCP in accordance with the priority they would enjoy on a liquidation, and (b) any creditors who would have equal priority on a liquidation are to bear losses on an equal footing with each other. (5) A report must comply with any other requirements as to content that may be specified (6) A report must be made as soon as reasonably practicable after the making of the instrument to which it relates. (7) The Chancellor of the Exchequer must lay a copy of each report under sub- paragraph (2) before Parliament. (8) In this paragraph a “relevant provision” means a provision falling within I635 Sch. 11 para. 36 not in force at Royal Assent, see s. 86(3) I636 Sch. 11 para. 36 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

286 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes 37 (1) The Treasury may, for the purpose of ensuring that the treatment of any claims in respect of a CCP’s shares or any liabilities in any write-down instrument is aligned to an appropriate degree with the treatment of claims and liabilities on an insolvency, by regulations specify matters or principles to which the Bank is to be required to have regard in making any such instrument. (2) Regulations under this paragraph may for example— (a) specify the insolvency treatment principles (as defined in paragraph 36(4)) (b) specify the meaning of “insolvency” for one or more purposes of the (3) Regulations under this paragraph may amend paragraph 36(4). (4) Regulations under this paragraph are subject to the affirmative procedure. I637 Sch. 11 para. 37 not in force at Royal Assent, see s. 86(3) I638 Sch. 11 para. 37 in force at 31.12.2023 by S.I. 2023/1382, reg.
8(b) 38 (1) The eighth stabilisation option is for the Bank to make one or more instruments of (2) An instrument of control is an instrument that makes any of the following (a) provision transferring any voting rights exercisable by shareholders of the CCP or, if the CCP is an unincorporated association, members of the CCP to the Bank for a specified period; (b) provision transferring specified powers, rights, duties or liabilities of the directors or senior managers of the CCP to the Bank for a specified period. (3) Provision made under sub-paragraph (2) may for example include— (a) provision for exemptions or applying modifications in relation to any powers, rights, duties or liabilities transferred; (b) provision for the Bank to exercise such powers, rights, duties or liabilities under the CCP’s rules as may be specified in the instrument; (c) provision for the Bank to exercise such powers, rights, duties or liabilities in relation to any contracts that the CCP is a party to as may be specified I639 Sch. 11 para. 38 not in force at Royal Assent, see s. 86(3) I640 Sch. 11 para. 38 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes 39 (1) This paragraph applies where the Bank uses one or more of the stabilisation options mentioned in paragraph 1(3) in respect of a CCP unless the CCP has ceased to be subject to the exercise of any stabilisation power mentioned in paragraph 1(4). (2) A relevant person is not to be treated in relation to the CCP— (a) as a shadow director for the purposes of the relevant enactments, (b) as a person who discharges managerial responsibilities for the purposes of those enactments (unless that person has been appointed as a director or a (c) as a director within the meaning of section 417(1)(b) of FSMA 2000 (a person in accordance with whose directions or instructions the directors of a body corporate are accustomed to act). (c) the Company Directors Disqualification Act 1986; (e) the Insolvency (Northern Ireland) Order 1989 ( S.I. 1989/2405 (N.I. (f) the Company Directors Disqualification (Northern Ireland) Order 2002 (b) persons who are employed by, or act on behalf of, the Bank, and (c) a temporary manager appointed under paragraph 6 of this Schedule. I641 Sch. 11 para. 39 not in force at Royal Assent, see s. 86(3) I642 Sch. 11 para. 39 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 40 (1) In this Schedule “securities” includes anything falling within any of the following (2) Class 1: shares and stock. (3) Class 2: debentures, including— (d) certificates of deposit, and (e) any other instrument creating or acknowledging a debt. (4) Class 3: warrants or other instruments that entitle the holder to acquire anything in

288 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes I643 Sch. 11 para. 40 not in force at Royal Assent, see s. 86(3) I644 Sch. 11 para. 40 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 41 (1) A share transfer instrument is for purposes of this Schedule an instrument which— (a) provides for securities issued by a specified CCP to be transferred; (b) makes other provision for the purposes of, or in connection with, the transfer of securities issued by a specified CCP (whether or not the transfer has been or is to be effected by that instrument, by another share transfer instrument (2) A share transfer instrument may relate to— (b) securities of a specified description. I645 Sch. 11 para. 41 not in force at Royal Assent, see s. 86(3) I646 Sch. 11 para. 41 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 42 (1) In this paragraph “transfer” means a transfer provided for by a share transfer (2) A transfer takes effect by virtue of the instrument (and in accordance with its provisions as to timing or other ancillary matters). (3) A transfer takes effect despite any restriction arising by virtue of contract or legislation or in any other way. (4) In sub-paragraph (3) “restriction” includes— (a) any restriction, inability or incapacity affecting what can or cannot be assigned or transferred (whether generally or by a particular person), and (b) a requirement for consent (by any name). (5) A share transfer instrument may provide for a transfer to take effect free from any trust, liability or other encumbrance (and may include provision about their (6) A share transfer instrument may extinguish rights to acquire securities falling within I647 Sch. 11 para. 42 not in force at Royal Assent, see s. 86(3) I648 Sch. 11 para. 42 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date.
Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes 43 (1) A share transfer instrument may provide for a transferee to be treated for any purpose connected with the transfer as the same person as the transferor. (2) A share transfer instrument may provide for agreements made or other things done by or in relation to a transferor to be treated as made or done by or in relation to (3) A share transfer instrument may provide for anything (including legal proceedings) that relates to anything transferred and is in the process of being done by or in relation to the transferor immediately before the transfer date, to be continued by or in relation (4) A share transfer instrument may modify references (express or implied) in an instrument or document to a transferor. (5) A share transfer instrument may require or permit— (a) a transferor to provide a transferee with information and assistance; (b) a transferee to provide a transferor with information and assistance. I649 Sch. 11 para. 43 not in force at Royal Assent, see s. 86(3) I650 Sch. 11 para. 43 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 44 (1) A share transfer instrument may provide for securities to be converted from one form (2) A share transfer instrument may provide for the listing of securities, under section 74 of FSMA 2000, to be discontinued or suspended. (3) Where the listing of securities is suspended in accordance with a share transfer instrument, those securities are to be treated for the purposes of section 96 of, and paragraph 23(6) of Schedule 1ZA to, FSMA 2000 as still being listed. I651 Sch. 11 para. 44 not in force at Royal Assent, see s. 86(3) I652 Sch. 11 para. 44 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 45 (1) A share transfer instrument may enable the Bank— (a) to remove a director or senior manager of a specified CCP; (b) to vary the service contract of a director or senior manager of a specified (c) to terminate the service contract of a director or senior manager of a specified (d) to appoint a director or a senior manager of a specified CCP. 290 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (2) Sub-paragraph (1) also applies to a director or senior manager of a relevant CCP group company of the specified CCP. (3) A “relevant CCP group company” means a CCP group company that is incorporated in, or formed under the law of any part of, the United Kingdom. (4) Appointments under sub-paragraph (1)(d) are to be on terms and conditions agreed I653 Sch. 11 para. 45 not in force at Royal Assent, see s. 86(3) I654 Sch. 11 para. 45 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Ancillary production, registration, etc 46 (1) A share transfer instrument may permit or require the execution, issue or delivery (2) A share transfer instrument may provide for a transfer to have effect irrespective of — (a) whether an instrument has been produced, delivered, transferred or (3) A share transfer instrument may provide for the effect of an instrument executed, issued or delivered, in accordance with the instrument. (4) A share transfer instrument may modify or annul the effect of an instrument. (5) A share transfer instrument may— (a) entitle a transferee to be registered in respect of transferred securities; (b) require a person to effect registration. I655 Sch. 11 para. 46 not in force at Royal Assent, see s. 86(3) I656 Sch. 11 para. 46 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 47 (1) A share transfer instrument may include incidental, consequential or transitional (2) In relying on sub-paragraph (1) a share transfer instrument— (a) may make provision generally or only for specified purposes, cases or (b) may make different provision for different purposes, cases or circumstances. I657 Sch. 11 para. 47 not in force at Royal Assent, see s. 86(3)

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes I658 Sch. 11 para. 47 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 48 (1) As soon as is reasonably practicable after making a share transfer instrument in respect of a CCP, the Bank must send a copy to— (c) if the CCP is a PRA-authorised person, the PRA, (e) any other person specified in the code of practice under paragraph 16.
(2) As soon as is reasonably practicable after making share transfer instrument the Bank (b) in at least one other medium chosen by the Bank to maximise the likelihood of the instrument coming to the attention of persons likely to be affected by (c) if securities of the CCP have been admitted to trading on a regulated market (within the meaning of section 103(1) of FSMA 2000), by means of a regulatory information service (within the meaning of section 313D of that and arrange for the publication of a copy on the website of the CCP in respect of which the instrument was made. (3) Where the Treasury receive a copy of a share transfer instrument under sub- paragraph (1) they must lay a copy before Parliament. I659 Sch. 11 para. 48 not in force at Royal Assent, see s. 86(3) I660 Sch. 11 para. 48 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 49 (1) This paragraph applies where the Bank has made a share transfer instrument, in respect of securities issued by a CCP, in accordance with paragraph 27(2), 29(3) or 30(2) (“the original instrument”). (2) The Bank may make one or more supplemental share transfer instruments. (3) A supplemental share transfer instrument is a share transfer instrument which— (a) provides for the transfer of securities which were issued by the CCP before the original instrument and have not been transferred by the original instrument or another supplemental share transfer instrument; (b) makes provision of a kind that a share transfer instrument may make under paragraph 41(1)(b) (whether or not in connection with a transfer under the (4) Paragraphs 17 and 19 do not apply to a supplemental share transfer instrument (but it is to be treated in the same way as any other share transfer instrument for all

292 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes other purposes, including for the purposes of the application of a power under this (5) Before making a supplemental share transfer instrument the Bank must consult— (a) if the CCP is a PRA-authorised person, the PRA, (6) The possibility of making a supplemental share transfer instrument in reliance on sub-paragraph (2) is without prejudice to the possibility of making a new instrument in accordance with paragraphs 27(2), 29(3) and 30(2) (and not in reliance on sub- (7) Paragraph 48 applies where the Bank has made a supplemental share transfer I661 Sch. 11 para. 49 not in force at Royal Assent, see s. 86(3) I662 Sch. 11 para. 49 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 50 (1) This paragraph applies where the Bank has made a share transfer instrument, in respect of securities issued by a CCP, in accordance with paragraph 27(2), 29(3) or 30(2) (“the original instrument”). (2) The Bank may make one or more onward share transfer instruments. (3) An onward share transfer instrument is a share transfer instrument which— (a) provides for the transfer of— (i) securities which were issued by the CCP before the original instrument and have been transferred by the original instrument or a supplemental share transfer instrument, or (ii) securities which were issued by the CCP after the original (b) makes other provision for the purposes of, or in connection with, the transfer of securities issued by the CCP (whether the transfer has been or is to be effected by that instrument, by another share transfer instrument or (4) An onward share transfer instrument may not transfer securities to the transferor under the original instrument. (5) The Bank may not make an onward share transfer instrument unless the transferee under the original instrument is— (b) a nominee of the Treasury, or (c) a company wholly owned by the Bank or the Treasury. (6) Paragraphs 17 and 19 do not apply to an onward share transfer instrument (but it is to be treated in the same way as any other share transfer instrument for all

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes other purposes, including for the purposes of the application of a power under this (7) Before making an onward share transfer instrument the Bank must consult— (a) if the CCP is a PRA-authorised person, the PRA, and (8) Paragraph 48 applies where the Bank has made an onward share transfer instrument. I663 Sch. 11 para. 50 not in force at Royal Assent, see s. 86(3) I664 Sch. 11 para. 50 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 51 (1) This paragraph applies where the Bank has made a share transfer instrument in accordance with paragraph 27(2), 29(3) or 30(2) (“the original instrument”) providing for the transfer of securities issued by a CCP to a person (“the original (2) The Bank may make one or more reverse share transfer instruments in respect of securities issued by the CCP and held by the original transferee (whether or not they were transferred by the original instrument).
(3) If the Bank makes an onward share transfer instrument in respect of securities transferred by the original instrument, the Bank may make one or more reverse share transfer instruments in respect of securities issued by the CCP and held by a transferee under the onward share transfer instrument (“the onward transferee”). (4) A reverse share transfer instrument is a share transfer instrument which— (a) provides for transfer to the transferor under the original instrument (where (b) provides for transfer to the original transferee (where sub-paragraph (3) (c) makes other provision for the purposes of, or in connection with, the transfer of securities which are, could be or could have been transferred under (5) The Bank may not make a reverse share transfer instrument under sub-paragraph (2) (a) the original transferee is— (ii) a company wholly owned by the Bank or the Treasury, or (iii) a nominee of the Treasury, or (b) the reverse share transfer instrument is made with the written consent of the (6) The Bank may not make a reverse share transfer instrument under sub-paragraph (3)

294 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (ii) a company wholly owned by the Bank or the Treasury, or (iii) a nominee of the Treasury, or (b) the reverse share transfer instrument is made with the written consent of the (7) Paragraphs 17 and 19 do not apply to a reverse share transfer instrument (but it is to be treated in the same way as any other share transfer instrument for all other purposes including for the purposes of the application of a power under this Schedule). (8) Before making a reverse share transfer instrument the Bank must consult— (a) if the CCP is a PRA-authorised person, the PRA, and (9) Paragraph 48 applies where the Bank has made a reverse share transfer instrument. I665 Sch. 11 para. 51 not in force at Royal Assent, see s. 86(3) I666 Sch. 11 para. 51 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Bridge central share transfers 52 (1) This paragraph applies where the Bank has made a property transfer instrument or share transfer instrument in respect of a bridge central counterparty in accordance with paragraph 29(3) (“the original instrument”). (2) The Bank may make one or more bridge central counterparty share transfer (3) A bridge central counterparty share transfer instrument is a share transfer instrument (a) provides for securities issued by the bridge central counterparty to be (b) makes other provision for the purposes of, or in connection with, the transfer of securities issued by the bridge central counterparty (whether the transfer has been or is to be effected by that instrument, by another share transfer (4) Paragraphs 17 and 19 do not apply to a bridge central counterparty share transfer instrument (but it is to be treated in the same way as any other share transfer instrument for all other purposes, including for the purposes of the application of a (5) Before making a bridge central counterparty share transfer instrument the Bank must (a) if the CCP is a PRA-authorised person, the PRA, (6) Paragraph 48 applies where the Bank has made a bridge central counterparty share

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes I667 Sch. 11 para. 52 not in force at Royal Assent, see s. 86(3) I668 Sch. 11 para. 52 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Bridge central reverse share transfer 53 (1) This paragraph applies where the Bank has made a bridge central counterparty share transfer instrument in accordance with paragraph 52(2) (“the original instrument”). (2) The Bank may make one or more bridge central counterparty reverse share transfer instruments in respect of securities issued by the bridge central counterparty and held by a transferee under the original instrument. (3) A bridge central counterparty reverse share transfer instrument is a share transfer (a) provides for transfer to the transferor under the original instrument; (b) makes other provision for the purposes of, or in connection with, the transfer of securities which are, could be or could have been transferred under (4) The Bank must not make a bridge central counterparty reverse share transfer (a) the transferee under the original instrument is— (i) a company wholly owned by the Bank, (ii) a company wholly owned by the Treasury, or (iii) a nominee of the Treasury, or (b) the bridge central counterparty reverse share transfer instrument is made with the written consent of the transferee under the original instrument. (5) Paragraphs 17 and 19 do not apply to a bridge central counterparty reverse share transfer instrument (but it is to be treated in the same way as any other share transfer instrument for all other purposes including for the purposes of the application of a (6) Before making a bridge central counterparty reverse share transfer instrument the (a) if the CCP is a PRA-authorised person, the PRA, (7) Paragraph 48 applies where the Bank has made a bridge central counterparty reverse I669 Sch. 11 para.
53 not in force at Royal Assent, see s. 86(3) I670 Sch. 11 para. 53 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

296 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes 54 (1) A property transfer instrument is an instrument which— (a) provides for property, rights or liabilities of a specified CCP to be transferred; (b) makes other provision for the purposes of, or in connection with, the transfer of property, rights or liabilities of a specified CCP (whether the transfer has been or is to be effected by that instrument, by another property transfer (2) A property transfer instrument may relate to— (a) all property, rights and liabilities of the specified CCP, (b) all its property, rights and liabilities subject to specified exceptions, (c) specified property, rights or liabilities, or (d) property, rights or liabilities of a specified description. I671 Sch. 11 para. 54 not in force at Royal Assent, see s. 86(3) I672 Sch. 11 para. 54 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 55 (1) In this paragraph “transfer” means a transfer provided for by a property transfer (2) A transfer takes effect by virtue of the instrument (and in accordance with its provisions as to timing or other ancillary matters). (3) A transfer takes effect despite any restriction arising by virtue of contract or legislation or in any other way. (4) In sub-paragraph (3) “restriction” includes— (a) any restriction, inability or incapacity affecting what can and cannot be assigned or transferred (whether generally or by a particular person), and (b) a requirement for consent (by any name). (5) A property transfer instrument may provide for a transfer to be conditional upon a (6) A property transfer instrument may include provision dealing with the consequences of breach of a condition imposed under sub-paragraph (5); and the consequences (a) automatic vesting in the original transferor; (b) an obligation to effect a transfer back to the original transferor, with specified consequences for failure to comply (which may include provision conferring a discretion on a court or tribunal); (c) provision making a transfer or anything done in connection with a transfer (7) Where a property transfer instrument makes provision in respect of property held on trust (however arising) it may also make provision about—

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (a) the terms on which the property is to be held after the instrument takes effect, (b) how any powers, rights or obligations in respect of the property are to be exercisable or have effect after the instrument takes effect. (8) Provision under sub-paragraph (7)(a) may remove or alter the terms of the trust on which the property is held only to the extent that the Bank thinks it necessary or expedient for the purpose of transferring— (a) the legal or beneficial interest of the transferor in the property; (b) any powers, rights or obligations of the transferor in respect of the property. (9) In sub-paragraph (8) references to the transferor are references to the transferor under the property transfer instrument. I673 Sch. 11 para. 55 not in force at Royal Assent, see s. 86(3) I674 Sch. 11 para. 55 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 56 A property transfer instrument may transfer any property, rights or liabilities (a) property, rights and liabilities acquired or arising between the making of the instrument and the transfer date, (b) rights and liabilities arising on or after the transfer date in respect of matters (c) property outside the United Kingdom, (d) rights and liabilities under the law of a country or territory outside the (e) rights and liabilities under an enactment. I675 Sch. 11 para. 56 not in force at Royal Assent, see s. 86(3) I676 Sch. 11 para. 56 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 57 (1) A property transfer instrument may provide— (a) for a transfer to be, or to be treated as, a succession; (b) for a transferee to be treated for any purpose connected with the transfer as the same person as the transferor. (2) A property transfer instrument may provide for agreements made or other things done by or in relation to a transferor to be treated as made or done by or in relation (3) A property transfer instrument may provide for anything (including legal proceedings) that relates to anything transferred and is in the process of being done

298 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
(See end of Document for details) View outstanding changes by or in relation to the transferor immediately before the transfer date, to be continued by or in relation to the transferee. (4) A property transfer instrument which transfers or enables the transfer of a contract of employment may include provision about continuity of employment. (5) A property transfer instrument may modify references (express or implied) in an instrument or document to a transferor. (6) In so far as rights and liabilities in respect of anything transferred are enforceable after transfer, a property transfer instrument may provide for apportionment between transferor and transferee to a specified extent and in specified ways. (7) A property transfer instrument may enable the transferor and transferee by agreement to modify a provision of the instrument; but a modification— (a) must achieve a result that could have been achieved by the instrument, and (b) may not transfer (or arrange for the transfer of) property, rights or liabilities. (8) A property transfer instrument may require or permit— (a) a transferor to provide a transferee with information and assistance; (b) a transferee to provide a transferor with information and assistance. I677 Sch. 11 para. 57 not in force at Royal Assent, see s. 86(3) I678 Sch. 11 para. 57 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 58 (1) A property transfer instrument may enable the Bank— (a) to remove a director or senior manager of a specified CCP; (b) to vary the service contract of a director or senior manager of a specified (c) to terminate the service contract of a director or senior manager of a specified (d) to appoint a director or senior manager of a specified CCP. (2) Sub-paragraph (1) also applies to a director or senior manager of a relevant CCP group company of the specified CCP. (3) A “relevant CCP group company” means a CCP group company incorporated in, or formed under the law of any part of, the United Kingdom. (4) Appointments under sub-paragraph (1)(d) are to be on terms and conditions agreed I679 Sch. 11 para. 58 not in force at Royal Assent, see s. 86(3) I680 Sch. 11 para. 58 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes Recognised central counterparty rules 59 (1) A property transfer instrument made in respect of a CCP may make provision about the consequences of a transfer for the rules of the CCP. (2) In particular, an instrument may— (a) modify or amend the rules of a CCP; (b) in a case where some, but not all, of the business of a CCP is transferred, make provision as to the application of the rules in relation to the parts of the business that are, and are not, transferred. (3) Provision by virtue of this paragraph may (but need not) be limited so as to have (a) for a specified period, or (b) until a specified event occurs or does not occur. I681 Sch. 11 para. 59 not in force at Royal Assent, see s. 86(3) I682 Sch. 11 para. 59 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Recognised central counterparty membership 60 (1) A property transfer instrument made in respect of a CCP may make provision about the consequences of a transfer for membership of the CCP. (2) In particular, an instrument may— (a) make provision modifying the terms on which a person is a clearing member (b) in a case where some, but not all, of the business of a CCP is transferred, provide for a person who was a clearing member of the transferor to remain a clearing member of the transferor while also becoming a clearing member I683 Sch. 11 para. 60 not in force at Royal Assent, see s. 86(3) I684 Sch. 11 para. 60 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 61 (1) A licence in respect of anything transferred by a property transfer instrument continues to have effect despite the transfer. (2) A property transfer instrument may disapply sub-paragraph (1) to a specified extent. (3) Where a licence imposes rights or obligations, a property transfer instrument may apportion responsibility for exercise or compliance between transferor and (4) In this paragraph “licence” includes permission and approval and any other permissive document in respect of anything transferred. 300 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes I685 Sch. 11 para. 61 not in force at Royal Assent, see s. 86(3) I686 Sch. 11 para. 61 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 62 (1) This paragraph applies where a property transfer instrument transfers foreign (2) In sub-paragraph (1) “foreign property” means— (a) property outside the United Kingdom, or (b) rights and liabilities under foreign law. (3) The transferor and the transferee must each take any necessary steps to ensure that the transfer is effective as a matter of foreign law (if it is not wholly effective by virtue of the property transfer instrument).
(4) Until the transfer is effective as a matter of foreign law, the transferor must— (a) hold the property or right for the benefit of the transferee (together with any additional property or right accruing by virtue of the original property or (b) discharge the liability on behalf of the transferee. (5) If the Bank determines that, in spite of any action taken by the transferee or the transferor, it is not possible for the transfer of certain property to be effective under the law of the jurisdiction where the property is located or (where the property consists of rights or liabilities) the law under which it arises— (a) sub-paragraph (4) ceases to apply, and (b) the provisions of the property transfer instrument relating to that property (6) The Bank must give notice of any determination under sub-paragraph (5) to the transferor and the transferee. (7) The transferor must meet any expenses of the transferee in complying with this (8) An obligation imposed by this paragraph is enforceable as if created by contract between the transferor and transferee. (9) The transferor must comply with any directions of the Bank in respect of the obligations under sub-paragraphs (3) and (4); and— (a) a direction may disapply sub-paragraphs (3) and (4) to a specified extent, and (b) obligations imposed by direction are enforceable as if created by contract between the transferor and the Bank. (10) In this paragraph “foreign law” means the law of a country or territory outside the I687 Sch. 11 para. 62 not in force at Royal Assent, see s. 86(3)

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes I688 Sch. 11 para. 62 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 63 (1) A property transfer instrument may include incidental, consequential or transitional (2) In relying on sub-paragraph (1) an instrument— (a) may make provision generally or only for specified purposes, cases or (b) may make different provision for different purposes, cases or circumstances. I689 Sch. 11 para. 63 not in force at Royal Assent, see s. 86(3) I690 Sch. 11 para. 63 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 64 (1) As soon as is reasonably practicable after making a property transfer instrument in respect of a CCP, the Bank must send a copy to— (c) if the CCP is a PRA-authorised person, the PRA, (e) any other person specified in the code of practice under paragraph 16. (2) As soon as is reasonably practicable after making a property transfer instrument the (b) in at least one other medium chosen by the Bank to maximise the likelihood of the instrument coming to the attention of persons likely to be affected, and (c) if securities of the CCP have been admitted to trading on a regulated market (within the meaning of section 103(1) of FSMA 2000), by means of a regulatory information service (within the meaning of section 313D of that and arrange for the publication of a copy on the website of the CCP in respect of which the instrument was made. (3) Where the Treasury receive a copy of a property transfer instrument under sub- paragraph (1) they must lay a copy before Parliament. I691 Sch. 11 para. 64 not in force at Royal Assent, see s. 86(3) I692 Sch. 11 para. 64 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

302 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes Property transfer delisting 65 (1) A property transfer instrument may provide for the listing of securities, under section 74 of FSMA 2000, to be discontinued or suspended. (2) Where the listing of securities is suspended in accordance with a property transfer instrument, those securities are to be treated for the purposes of section 96 of, and paragraph 23(6) of Schedule 1ZA to, FSMA 2000 as still being listed. I693 Sch. 11 para. 65 not in force at Royal Assent, see s. 86(3) I694 Sch. 11 para. 65 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Transfer of property subsequent to resolution instrument 66 (1) This paragraph applies where the Bank has made a resolution instrument. (2) The Bank may make one or more property transfer instruments in respect of property, rights or liabilities of the CCP. (3) Paragraph 17 does not apply to a property transfer instrument under sub- (4) Before making a property transfer instrument under sub-paragraph (2) the Bank must (a) if the CCP is a PRA-authorised person, the PRA, I695 Sch. 11 para. 66 not in force at Royal Assent, see s. 86(3) I696 Sch. 11 para. 66 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 67 (1) This paragraph applies where the Bank has made a property transfer instrument in accordance with paragraph 27(2) or 29(3) (“the original instrument”). (2) The Bank may make one or more supplemental property transfer instruments.
(3) A supplemental property transfer instrument is a property transfer instrument (a) provides for property, rights or liabilities to be transferred from the transferor under the original instrument (whether accruing or arising before or after the (b) makes other provision of a kind that an original property transfer instrument may make under paragraph 54(1)(b) (whether in connection with a transfer under the original instrument or in connection with a transfer under that or another supplemental instrument). Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (4) Paragraphs 17 and 19 do not apply to a supplemental property transfer instrument (but it is to be treated in the same way as any other property transfer instrument for all other purposes, including for the purposes of the application of a power under (5) Before making a supplemental property transfer instrument the Bank must consult— (a) if the CCP is a PRA-authorised person, the PRA, (6) The possibility of making a supplemental property transfer instrument in reliance on sub-paragraph (2) is without prejudice to the possibility of making a new instrument in accordance with paragraph 27(2) or 29(3) (and not in reliance on sub-paragraph (2) (7) Paragraph 64 applies where the Bank has made a supplemental property transfer I697 Sch. 11 para. 67 not in force at Royal Assent, see s. 86(3) I698 Sch. 11 para. 67 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Private sector reverse property transfer 68 (1) This paragraph applies where the Bank has made a property transfer instrument in accordance with paragraph 27(2) (“the original instrument”) providing for the transfer of property, rights or liabilities of a CCP to a person (“the original (2) The Bank may make one or more private sector reverse property transfer instruments in respect of property, rights or liabilities of the original transferee. (3) A private sector reverse property transfer instrument is a property transfer instrument (a) provides for transfer to the transferor under the original instrument; (b) makes other provision for the purposes of, or in connection with, the transfer of property, rights or liabilities that are, could be or could have been transferred under paragraph (a) (whether the transfer has been or is to be effected by that instrument or otherwise). (4) The Bank must not make a private sector reverse property transfer instrument without the written consent of the original transferee. (5) Paragraphs 17 and 19 do not apply to a private sector reverse property transfer instrument (but it is to be treated in the same way as any other property transfer instrument for all other purposes including for the purposes of the application of a (6) Before making a private sector reverse property transfer instrument the Bank must (a) if the CCP is a PRA-authorised person, the PRA,

304 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (7) Paragraph 64 applies where the Bank has made a private sector reverse property I699 Sch. 11 para. 68 not in force at Royal Assent, see s. 86(3) I700 Sch. 11 para. 68 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 69 (1) This paragraph applies where the Bank has made a property transfer instrument in respect of a bridge central counterparty in accordance with paragraph 29(3) (“the (2) The Bank may make one or more onward property transfer instruments. (3) An onward property transfer instrument is a property transfer instrument which— (a) provides for property, rights or liabilities of the bridge central counterparty to be transferred (whether accruing or arising before or after the original (b) makes other provision for the purposes of, or in connection with, the transfer of property, rights or liabilities of the bridge central counterparty (whether the transfer has been or is to be effected by that instrument, by another property transfer instrument or otherwise). (4) An onward property transfer instrument may relate to property, rights or liabilities of the bridge central counterparty whether or not they were transferred under the (5) An onward property transfer instrument may not transfer property, rights or liabilities to the transferor under the original instrument. (6) Paragraphs 17 and 19 do not apply to an onward property transfer instrument (but for other purposes it is to be treated in the same way as any other property transfer instrument, including for the purposes of the application of a power under this (7) Before making an onward property transfer instrument the Bank must consult— (a) if the CCP is a PRA-authorised person, the PRA (8) Paragraph 64 applies where the Bank of England has made an onward property I701 Sch. 11 para. 69 not in force at Royal Assent, see s. 86(3) I702 Sch. 11 para. 69 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025.
There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes Bridge central reverse property transfer 70 (1) This paragraph applies where the Bank has made a property transfer instrument in accordance with paragraph 29(3) (“the original instrument”) providing for the transfer of property, rights or liabilities to a bridge central counterparty. (2) The Bank may make one or more bridge central counterparty reverse property transfer instruments in respect of property, rights or liabilities of the bridge central (3) If the Bank makes an onward property transfer instrument under paragraph 69 the Bank may make one or more reverse property transfer instruments in respect of property, rights or liabilities of a transferee under the onward property transfer instrument (“the onward transferee”). (4) A bridge central counterparty reverse property transfer instrument is a property (a) provides for transfer to the transferor under the original instrument (where (b) provides for transfer to the bridge central counterparty (where sub- (c) makes other provision for the purposes of, or in connection with, the transfer of property, rights or liabilities that are, could be or could have been transferred under paragraph (a) or (b) (whether the transfer has been or is to be effected by that instrument or otherwise). (5) The Bank must not make a bridge central counterparty reverse property transfer (i) a company wholly owned by the Bank, (ii) a company wholly owned by the Treasury, or (iii) a company wholly owned by a nominee of the Treasury, or (b) the bridge central counterparty reverse property transfer is made with the written consent of the onward transferee. (6) Paragraphs 17 and 19 do not apply to a bridge central counterparty reverse property transfer instrument (but it is to be treated in the same way as any other property transfer instrument for all other purposes including for the purposes of the application of a power under this Schedule). (7) Before making a bridge central counterparty reverse property transfer instrument the (a) if the CCP is a PRA-authorised person, the PRA, (8) Paragraph 64 applies where the Bank has made a bridge central counterparty reverse I703 Sch. 11 para. 70 not in force at Royal Assent, see s. 86(3) I704 Sch. 11 para. 70 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

306 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes Transfer of ownership and private sector property transfer 71 (1) This paragraph applies where the Bank has made a share transfer instrument, in respect of securities issued by a CCP, in accordance with paragraph 27(2) or 30(2) (2) The Bank may make one or more property transfer instruments. (3) A property transfer instrument is an instrument which— (a) provides for property, rights or liabilities of the CCP to be transferred (whether accruing or arising before or after the original instrument); (b) makes other provision for the purposes of, or in connection with, the transfer of property, rights or liabilities of the CCP (whether the transfer has been or is to be effected by the instrument or otherwise). (4) The Bank may not make a property transfer instrument in accordance with this paragraph unless the original instrument transferred securities to— (b) a company wholly owned by the Bank or the Treasury, or (c) a nominee of the Treasury. (5) Paragraphs 17 and 19 do not apply to a property transfer instrument made in accordance with this paragraph. (6) Before making a property transfer instrument in accordance with this paragraph, the (a) if the CCP is a PRA-authorised person, the PRA, and (7) Paragraph 64 applies where the Bank has made a property transfer instrument in accordance with this paragraph. I705 Sch. 11 para. 71 not in force at Royal Assent, see s. 86(3) I706 Sch. 11 para. 71 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Transfer of reverse property transfer 72 (1) This paragraph applies where the Bank has made a property transfer instrument in accordance with paragraph 71(2) (“the original instrument”). (2) The Bank may make one or more reverse property transfer instruments in respect of property, rights and liabilities of the transferee under the original instrument. (3) A reverse property transfer instrument is a property transfer instrument which— (a) provides for transfer to the transferor under the original instrument; (b) makes other provision for the purposes of, or in connection with, the transfer of property, rights or liabilities which are, could be or could have been (4) The Bank must not make a reverse property transfer instrument unless— (a) the transferee under the original instrument is—

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (ii) a company wholly owned by the Bank or the Treasury, or (iii) a nominee of the Treasury, or (b) the reverse property transfer instrument is made with the written consent of the transferee under the original instrument.
(5) Paragraphs 17 and 19 do not apply to a reverse property transfer instrument made in accordance with this paragraph. (6) Before making a reverse property transfer instrument in accordance with this paragraph, the Bank must consult— (a) if the CCP is a PRA-authorised person, the PRA, and (7) Paragraph 64 applies where the Bank has made a reverse property transfer instrument in accordance with this paragraph. I707 Sch. 11 para. 72 not in force at Royal Assent, see s. 86(3) I708 Sch. 11 para. 72 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Bridge central supplemental property transfer powers 73 (1) This paragraph applies where the Bank has made a share transfer instrument in accordance with paragraph 29(3) (“the original instrument”) providing for the transfer of securities issued by a CCP (“the CCP”) to a bridge central counterparty. (2) The Bank may make one or more property transfer instruments in relation to the CCP (“bridge central counterparty supplemental property transfer instruments”). (3) A bridge central counterparty supplemental property transfer instrument is an (a) provides for property, rights or liabilities of the CCP to be transferred (whether accruing or arising before or after the original instrument); (b) makes other provision for the purposes of, or in connection with, the transfer of property, rights or liabilities of the CCP (whether the transfer has been or is to be effected by the instrument or otherwise). (4) Paragraphs 17 and 19 do not apply to a bridge central counterparty supplemental property transfer instrument (but it is to be treated in the same way as any other property transfer instrument for all other purposes including for the purposes of the application of a power under this Schedule). (5) Before making a bridge central counterparty supplemental property transfer instrument the Bank must consult— (a) if the CCP is a PRA-authorised person, the PRA, (6) The possibility of making a bridge central counterparty supplemental property transfer instrument in reliance on sub-paragraph (2) is without prejudice to the possibility of making a property transfer instrument in accordance with paragraph 29(3) (and not in reliance on sub-paragraph (2) above). 308 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (7) Paragraph 64 applies where the Bank has made a bridge central counterparty supplemental property transfer instrument. I709 Sch. 11 para. 73 not in force at Royal Assent, see s. 86(3) I710 Sch. 11 para. 73 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Bridge central supplemental reverse property transfer powers 74 (1) This paragraph applies where the Bank has made a bridge central counterparty supplemental property transfer instrument in accordance with paragraph 73 (“the (2) The Bank may make one or more reverse property transfer instruments (“bridge central counterparty supplemental reverse property transfer instruments”) in respect of property, rights or liabilities of the transferee under the original instrument. (3) A bridge central counterparty supplemental reverse property transfer instrument is (a) provides for transfer to the transferor under the original instrument; (b) makes other provision for the purposes of, or in connection with, the transfer of property, rights or liabilities which are, could be or could have been transferred under paragraph (a) (whether the transfer has been or is to be effected by that instrument or otherwise). (4) Paragraphs 17 and 19 do not apply to a bridge central counterparty supplemental reverse property transfer instrument (but it is to be treated in the same way as any other property transfer instrument for all other purposes including for the purposes of the application of a power under this Schedule). (5) The Bank must not make a bridge central counterparty supplemental reverse property (a) the transferee under the original instrument is— (i) a company wholly owned by the Bank of England, (ii) a company wholly owned by the Treasury, or (iii) a nominee of the Treasury, or (b) it is made with the written consent of the transferee under the original (6) Before making a bridge central counterparty supplemental reverse property transfer instrument the Bank must consult— (a) if the CCP is a PRA-authorised person, the PRA, (7) Paragraph 64 applies where the Bank has made a bridge central counterparty supplemental property transfer instrument. Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes I711 Sch. 11 para. 74 not in force at Royal Assent, see s. 86(3) I712 Sch. 11 para. 74 in force at 31.12.2023 by S.I. 2023/1382, reg.
8(b) Restriction of partial transfers 75 (1) In this Schedule, “partial property transfer” means a property transfer instrument which provides for the transfer of some, but not all of the property, rights and (2) The Treasury may by regulations— (a) restrict the making of partial property transfers; (b) impose conditions on the making of partial property transfers; (c) require partial property transfers to include specified provision or provision (d) provide for a partial property transfer to be void or voidable, or for other consequences (including automatic transfer of other property, rights or liabilities) to arise, if or in so far as the partial property transfer is made or purported to be made in contravention of a provision of the regulations. (3) Regulations under this paragraph may apply to partial property transfers generally or only to partial property transfers— (b) made or applying in specified circumstances. (4) Provision under sub-paragraph (2) may, in particular, refer to particular classes of (5) Regulations under this paragraph are subject to the affirmative procedure. I713 Sch. 11 para. 75 not in force at Royal Assent, see s. 86(3) I714 Sch. 11 para. 75 in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(viii) Power to protect certain interests (a) “security interests” means arrangements under which one person acquires, by way of security, an actual or contingent interest in the property of another, (b) “title transfer collateral arrangements” are arrangements under which Person 1 transfers assets to Person 2 on terms providing for Person 2 to transfer assets if specified obligations are discharged, (c) “set-off arrangements” are arrangements under which two or more debts, claims or obligations can be set off against each other, (d) “netting arrangements” are arrangements under which a number of claims or obligations can be converted into a net claim or obligation and include, in particular, “close-out” netting arrangements, under which actual or theoretical debts are calculated during the course of a contract for the purpose

310 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes of enabling them to be set off against each other or to be converted into a (e) “protected arrangements” means security interests, title transfer collateral arrangements, set-off arrangements and netting arrangements. (2) The Treasury may by regulations — (a) restrict the making of partial property transfers in cases that involve, or where they might affect, protected arrangements; (b) impose conditions on the making of partial property transfers in cases that involve, or where they might affect, protected arrangements; (c) require partial property transfers to include specified provision, or provision to a specified effect, in respect of or for purposes connected with protected (d) provide for a partial property transfer to be void or voidable, or for other consequences (including automatic transfer of other property, rights or liabilities) to arise, if or in so far as the partial property transfer is made or purported to be made in contravention of a provision of the regulations. (3) Regulations under this paragraph may apply to protected arrangements generally or (b) made or applying in specified circumstances. (4) Regulations under this paragraph may include provision for determining which arrangements are to be, or not to be, treated as protected arrangements; in particular, regulations may provide for arrangements to be classified not according to their description by the parties but according to one or more indications of how they are treated, or are intended to be treated, in commercial practice. (5) In this paragraph “arrangements” includes arrangements which— (a) are formed wholly or partly by one or more contracts or trusts; (b) arise under or are wholly or partly governed by the law of a country or territory outside the United Kingdom; (c) wholly or partly arise automatically as a matter of law; (d) involve any number of parties; (e) operate partly by reference to other arrangements between other parties. (6) Regulations under this paragraph are subject to the affirmative procedure. I715 Sch. 11 para. 76 not in force at Royal Assent, see s. 86(3) I716 Sch. 11 para. 76 in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(ix) 77 (1) The provision that may be made by a property transfer instrument in reliance on paragraph 54(1)(b), 67(3)(b), 68(3)(b), 69(3)(b), 70(4)(c), 71(3)(b), 72(3)(b), 73(3) (b), or 74(3)(b) includes provision for the creation of liabilities. Financial Services and Markets Act 2023 (c. 29) SCHEDULE 11 – Central counterparties Document 2025-04-01 This version of this Act contains provisions that are prospective. Changes to Financial Services and Markets Act 2023 is up to date with all changes known to be in force on or before 01 April 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations. (See end of Document for details) View outstanding changes (2) The provision may be framed by reference to an agreement which has been or is to be entered into, or anything else which has been or is to be done, by any person (including a person other than the person making the instrument). I717 Sch. 11 para. 77 not in force at Royal Assent, see s. 86(3) I718 Sch. 11 para. 77 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Regulations for safeguarding certain financial write-down instruments 78 (1) In this paragraph “protected arrangements” means security interests, title transfer collateral arrangements, set-off arrangements and netting arrangements.