(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, and (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 of enabling them to be set off against each other or to be converted into a (3) The Treasury may by regulations — (a) restrict the making of a write-down instrument in cases that involve, or where they might affect, protected arrangements; (b) impose conditions on the making of write-down instruments in cases that involve, or where they might affect, protected arrangements; (c) require write-down instruments to include specified provision, or provision to a specified effect, in respect of or for purposes connected with protected (d) provide for a write-down instrument to be void or voidable, or for other consequences to arise, if or in so far as the write-down instrument is made or purported to be made in contravention of a provision of the regulations; (e) specify principles to which the Bank is to be required to have regard in making a write-down instrument— (i) that involves protected arrangements, or (ii) where the making of the instrument might affect protected (4) Regulations under this paragraph may apply to protected arrangements generally or (b) made or applying in specified circumstances. 312 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) 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. (6) 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. (7) Regulations under this paragraph are subject to the affirmative procedure. I719 Sch. 11 para. 78 not in force at Royal Assent, see s. 86(3) I720 Sch. 11 para. 78 in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(x) Resolution effect and supplementary matters 79 (1) In this Schedule “resolution instrument” means— (2) A resolution instrument must be made in writing. (3) A resolution instrument in respect of a CCP ceases to have effect on whichever of (a) such date as may be specified in the instrument, (b) the making of a share transfer instrument or a property transfer instrument (c) any of the conditions under paragraph 17 ceasing to be met in relation to (4) The Bank may at any time amend a resolution instrument to specify or amend a date for the purposes of sub-paragraph (3)(a). (5) Before amending a resolution instrument in accordance with sub-paragraph (4) the Bank must consult the Treasury. (6) Provision made in a resolution instrument takes effect despite any restriction arising by virtue of contract or legislation or in any other way. (7) A resolution instrument may provide for anything (including legal proceedings) that relates to anything affected by the instrument and is in the process of being done

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 immediately before the instrument takes effect to be continued from the time the (8) A resolution instrument may modify references (express or implied) in an instrument (9) A resolution instrument may require or permit any person to provide information and assistance to the Bank or another person, for the purposes of or in connection with provision made or to be made in that or another resolution instrument. (a) may include supplemental, incidental, consequential or transitional (b) may make provision generally or only for specified purposes, cases or (c) may make different provision for different purposes, cases or circumstances, (d) may make provision for exemptions. (11) A resolution instrument ceasing to have effect does not affect the validity of anything previously done in accordance with it. I721 Sch. 11 para. 79 not in force at Royal Assent, see s. 86(3) I722 Sch. 11 para. 79 in force at 31.12.2023 by S.I. 2023/1382, reg.
8(b) Write-down supplementary 80 (1) A write-down instrument may permit or require the execution, issue or delivery of (2) A write-down instrument may provide for any provision in the instrument to have (a) whether an instrument has been produced, delivered, transferred or (3) A write-down instrument may provide for the effect of an instrument executed, issued or delivered in accordance with the instrument. (4) A write-down instrument may— (a) entitle a person to be registered in respect of a security; (b) require a person to effect registration. I723 Sch. 11 para. 80 not in force at Royal Assent, see s. 86(3) I724 Sch. 11 para. 80 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

314 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 Resolution procedure 81 (1) As soon as is reasonably practicable after making a resolution instrument in respect of a CCP, the Bank must send a copy of the instrument 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 resolution 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, 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 resolution instrument under sub-paragraph (1) they must lay a copy before Parliament. I725 Sch. 11 para. 81 not in force at Royal Assent, see s. 86(3) I726 Sch. 11 para. 81 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Supplemental resolution instruments 82 (1) This paragraph applies where the Bank has made a resolution instrument (“the original instrument”) with respect to a CCP. (2) The Bank may make, with respect to the CCP, one or more resolution instruments designated by the Bank as supplemental resolution instruments. (3) Paragraphs 17, 22 and 79(3)(c) do not apply to a supplemental resolution instrument (but it is to be treated in the same way as a resolution instrument for all other purposes, including for the purposes of the application of a power under this Schedule). (4) Before making a supplemental resolution instrument, the Bank must consult— (a) if the CCP is a PRA-authorised person, the PRA, (5) The possibility of making a supplemental resolution instrument in reliance on sub- paragraph (2) is without prejudice to the possibility of making a new resolution instrument in accordance with paragraphs 31(1), 32(1), 33(1), 34(1) and 38(1) (and not in reliance on sub-paragraph (2) above). 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 I727 Sch. 11 para. 82 not in force at Royal Assent, see s. 86(3) I728 Sch. 11 para. 82 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 83 (1) A resolution 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. (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” is 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 I729 Sch. 11 para. 83 not in force at Royal Assent, see s. 86(3) I730 Sch. 11 para. 83 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) (a) the making by the Bank of a stabilisation instrument in relation to a (b) where an instrument of control under paragraph 38 is in place in relation to a CCP, the exercise by the Bank of any relevant rules of the (c) a measure taken by a CCP as a result of directions given under (d) the removal by a CCP of a director or senior manager as a result of a requirement imposed under paragraph 5, (e) the appointment of a temporary manager in relation to a CCP under (f) a restriction or prohibition on payments under paragraph 13 or 102, (g) the recognition by the Bank of third-country resolution action (or part of such action) in accordance with Part 7 of this Schedule, or (h) the exercise by the Bank of a stabilisation power by virtue of

316 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 “default event provision” means a Type 1 or Type 2 default event provision (see sub-paragraphs (2) and (3)); “relevant rules”, in relation to a CCP, mean rules ensuring that the requirements under paragraph 29A or 36 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) are met; “stabilisation instrument” means— (a) a share transfer instrument, (b) a property transfer instrument, or (2) A Type 1 default event provision is a provision of a contract or other agreement that has the effect that if a specified event occurs or situation arises— (a) the agreement is terminated, modified or replaced, (b) rights or duties under the agreement are terminated, modified or replaced, (c) a right accrues to terminate, modify or replace the agreement, (d) a right accrues to terminate, modify or replace rights or duties under the (e) a sum becomes payable or ceases to be payable, (f) delivery of anything becomes due or ceases to be due, (g) a right to claim a payment or delivery accrues, changes or lapses, (h) any other right accrues, changes or lapses, (i) a right to accelerate, close out, set-off or net obligations accrues, changes (j) an interest is created, changes or lapses. (3) A Type 2 default event provision is a provision of a contract or other agreement that has the effect that a provision of the contract or agreement— (a) takes effect only if a specified event occurs or does not occur, (b) takes effect only if a specified situation arises or does not arise, (c) has effect only for so long as a specified event does not occur, (d) has effect only while a specified situation lasts, (e) applies differently if a specified event occurs, (f) applies differently if a specified situation arises, or (g) applies differently while a specified situation lasts. (4) For the purposes of sub-paragraphs (2) and (3) it is the effect of a provision that matters, not how it is described (nor, for example, whether it is presented in a positive (5) Subject to sub-paragraph (7), sub-paragraph (6) applies where— (a) a contract or agreement is entered into by a CCP, and (b) the substantive obligations provided for in the contract or agreement (including payment and delivery obligations and provision of collateral) (6) The following are to be disregarded in determining whether a default event provision

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 occurrence of any event directly linked to the application of such a (7) A stabilisation instrument may provide for sub-paragraph (6)— (a) not to apply in relation to a contract or other agreement, or (b) to apply in relation to a contract or other agreement only to the extent specified by the Bank in the instrument. (8) Provision may be made under sub-paragraph (7) only if the Bank considers that such provision would advance one or more of the special resolution objectives. (9) A stabilisation instrument may provide for sub-paragraph (10) or (11) to apply (but need not apply either) in circumstances where sub-paragraph (6) would not apply. (10) If this sub-paragraph applies, the stabilisation instrument is to be disregarded in determining whether a default event provision applies. (11) If this sub-paragraph applies, the stabilisation instrument is to be disregarded in determining whether a default event provision applies except so far as the instrument (12) In sub-paragraphs (9), (10) and (11) a reference to a stabilisation instrument is a (a) the making of the instrument, (b) anything that is done by the instrument or is to be, or may be, done under or by virtue of the instrument, and (c) any action or decision taken or made under this or another enactment in so far as it resulted in, or was connected to, the making of the instrument. (13) Provision under sub-paragraph (9) may apply sub-paragraph (10) or (11)— (a) generally or only for specified purposes, cases or circumstances, or (b) differently for different purposes, cases or circumstances. (14) A thing is not done by virtue of a stabilisation instrument for the purposes of sub- paragraph (12)(b) merely by virtue of being done under a contract or other agreement rights or obligations under which have been affected by the instrument. I731 Sch. 11 para. 84 not in force at Royal Assent, see s. 86(3) I732 Sch. 11 para. 84 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 85 (1) The Treasury may by regulations make provision for and in connection with the suspension or waiver of provisions made under a resolution instrument. (2) The following are examples of provision that may be made by regulations under this (a) provision specifying matters to which the Bank must have regard before suspending or waiving provisions under a resolution instrument; (b) provision specifying the procedure for suspending or waiving such

318 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 specifying the maximum time period for which a suspension under the regulations may take effect; (d) provision for review of any suspension or waiver of provisions under a (3) Regulations under this paragraph are subject to the negative procedure. I733 Sch. 11 para. 85 not in force at Royal Assent, see s. 86(3) I734 Sch. 11 para. 85 in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(xi) 86 (1) The Bank may, in making a resolution instrument, share transfer instrument or property transfer instrument in relation to a CCP, direct that CCP to pay the Bank a specified fee to cover expenses reasonably incurred by the Bank in connection with (2) The Treasury may direct a CCP in relation to which the Bank has made a resolution instrument, share transfer instrument or property transfer instrument to pay the Treasury a specified fee to cover expenses reasonably incurred by the Treasury in connection with the exercise by the Bank of that power in relation to the CCP. I735 Sch. 11 para. 86 not in force at Royal Assent, see s. 86(3) I736 Sch. 11 para. 86 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 87 (1) The Treasury may by regulations make provision for protecting the financial interests of relevant persons in connection with the making of a stabilisation instrument in (2) For the purposes of sub-paragraph (1) regulations may make provision establishing a scheme, which may for example include provision— (a) for determining whether relevant persons should be paid compensation or providing for relevant persons to be paid compensation; (b) for paying any compensation (including payments in instalment or subject (c) under which specified relevant persons become entitled to the proceeds of disposal of things transferred under a share transfer instrument or property (3) In making regulations under this paragraph the Treasury must have regard (among other matters) to the desirability of ensuring that any person who is a relevant person before the making of a stabilisation instrument does not receive less favourable treatment than they would have received had— (a) the CCP entered insolvency immediately before the stabilisation 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 (b) all the relevant rules of the CCP been applied in the period leading up to (4) The regulations may provide for the amount of compensation payable to relevant persons to be determined by a person appointed in accordance with the regulations (5) The regulations may make such further provision about independent valuers as the Treasury consider to be appropriate, including (among other things)— (a) provision about appointment and tenure, (b) provision for remuneration of independent valuers and their staff, (c) provision conferring functions on independent valuers (including conferring (d) provision specifying principles to be applied by independent valuers to determine the amount of compensation, (e) provision about the procedure to be followed by independent valuers, (f) provision about the liability of independent valuers, and (g) provision about appeals against decisions by independent valuers (including conferring jurisdiction on a court or tribunal). (6) The regulations may provide for compensation or other payments to be made by— (b) any other specified persons. references to “insolvency” include a reference to— (d) a composition with creditors, and “relevant person”, in relation to a CCP, means— (a) clearing members of the CCP; (d) clients within the meaning of Article 2 of EMIR where they have a contractual relationship as principal with the CCP. (8) Regulations under this paragraph are subject to the affirmative procedure. I737 Sch. 11 para. 87 not in force at Royal Assent, see s. 86(3) I738 Sch. 11 para. 87 in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(xii) notification of members and creditors 88 (1) This paragraph applies where the Bank has applied one or more of the stabilisation

320 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) Except where securities issued by the CCP have been admitted to trading on a regulated market (within the meaning given in section 103(1) of FSMA 2000), the Bank must send a copy of any property transfer instrument, share transfer instrument or resolution instrument made in respect of the CCP to each of the following persons (a) the CCP’s shareholders or, if the CCP is an unincorporated association, its I739 Sch. 11 para. 88 not in force at Royal Assent, see s. 86(3) I740 Sch. 11 para. 88 in force at 31.12.2023 by S.I. 2023/1382, reg.
8(b) General continuity property transfers (a) “residual CCP” means a CCP all or part of whose business has been transferred under a property transfer instrument in accordance with paragraph 27(2), 29(3), 66(2) or 73(2), (b) “group company” means anything which is, or was immediately before the transfer, a group undertaking in relation to a residual CCP, (c) “group undertaking” has the meaning given by section 1161(5) of the (d) “the transferred business” means the part of the CCP’s business that has been (e) “transferee” means a commercial purchaser or bridge central counterparty to whom all or part of the transferred business has been transferred. (2) In this paragraph a reference to insolvency includes a reference to liquidation, administration, receivership, composition with creditors and a scheme of (3) The residual CCP and each group company must provide such services and facilities as are required to enable a transferee to operate the transferred business, or part of (4) The duty under sub-paragraph (3) (the “continuity obligation”) may be enforced as if created by contract between the residual CCP or group company and the transferee. (5) The continuity obligation continues to apply despite the residual CCP or group company entering insolvency, and may not be disclaimed by a liquidator under section 178(2) of the Insolvency Act 1986 or Article 152(1) of the Insolvency (Northern Ireland) Order 1989. (6) The duty to provide services and facilities in pursuance of the continuity obligation is subject to a right to receive reasonable consideration. (7) But if the services and facilities provided in pursuance of the continuity obligation were provided to the CCP whose business has been transferred, under an agreement with that CCP, before the property transfer instrument providing for the transfer 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 made, they are to continue for the duration of that agreement to be provided on the terms set out in that agreement (and sub-paragraph (6) does not apply). (8) The continuity obligation is not limited to the provision of services or facilities (9) The Bank may, with the consent of the Treasury, by notice to the residual CCP or a group company state that in the Bank’s opinion— (a) specified activities are required to be undertaken in accordance with the (b) activities are required to be undertaken in accordance with the continuity obligation on specified terms. (10) A notice under sub-paragraph (9) is to be determinative of the nature and extent of the continuity obligation as from the time when the notice is given. I741 Sch. 11 para. 89 not in force at Royal Assent, see s. 86(3) I742 Sch. 11 para. 89 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Special continuity property transfers 90 (1) Expressions in this paragraph have the same meaning as in paragraph 89. (a) cancel a contract or other arrangement between the residual CCP and a group company or a third party (whether or not rights or obligations under it have been transferred to a transferee); (b) modify the terms of a contract or other arrangement between the residual CCP and a group company or a third party (whether or not rights or obligations under it have been transferred to a transferee); (c) add or substitute a transferee as a party to a contract or other arrangement between the residual CCP and a group company or a third party; (d) confer and impose rights and obligations on a group company or third party and a transferee, which must have effect as if created by contract between (e) confer and impose rights and obligations on the residual CCP and a transferee which must have effect as if created by contract between them. (3) In modifying or setting terms under sub-paragraph (2) the Bank must aim, so far as is reasonably practicable, to preserve or include— (a) provision for reasonable consideration, and (b) any other provision that would be expected in arrangements concluded between parties dealing at arm’s length. (4) The power under sub-paragraph (2)— (a) may be exercised only in so far as the Bank thinks it necessary to ensure the provision of such services and facilities as are required to enable the transferee to operate the transferred business, or part of it, effectively, (b) may be exercised only with the consent of the Treasury, and (c) must be exercised by way of provision in a property transfer instrument. 322 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) An obligation imposed on the residual CCP or a group company under sub- paragraph (2)(d) or (e) continues to apply despite the residual CCP or group company entering insolvency, and may not be disclaimed by a liquidator under section 178(2) of the Insolvency Act 1986 or Article 152(1) of the Insolvency (Northern Ireland) I743 Sch. 11 para. 90 not in force at Royal Assent, see s. 86(3) I744 Sch. 11 para. 90 in force at 31.12.2023 by S.I. 2023/1382, reg.
8(b) Continuity onward property transfers (a) “onward transfer” means a transfer of property, rights or liabilities (whether or not under a power in this Schedule) from— (i) a person who is a transferee under a property transfer instrument under paragraph 29(3) (an “original transferee”), or (ii) a CCP, securities issued by which were earlier transferred by a share transfer instrument under paragraph 29(3) or 30(2), and (b) the person to whom the onward transfer is made is referred to as an “onward (a) provide for an obligation under paragraph 89 to apply in respect of an onward (b) extend paragraph 90 so as to permit action to be taken under paragraph 90(2) for the purpose of enabling an onward transferee to operate the transferred business, or part of it, effectively. (3) Sub-paragraph (2) may be relied on to impose obligations on— (a) an original transferee (where the original transfer was a property transfer), (b) a residual CCP within the meaning of paragraph 89 (where the original transfer was a property transfer), (c) the CCP (where the original transfer was a share transfer), (d) anything which is or was a group undertaking (within the meaning of section 1161(5) of the Companies Act 2006) of anything within (e) any combination of the above. (4) Sub-paragraph (2) may be used to impose obligations— (a) in addition to obligations under or by virtue of paragraph 89 or 90, or (b) replacing obligations under or by virtue of either of those paragraphs to a (5) A power under sub-paragraph (2) is exercisable by giving a notice to each person— (a) on whom a continuity obligation is to be imposed under the power, or (b) who is expected to benefit from a continuity obligation under the power. 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) Paragraphs 89(3) to (10) and 90(3) and (4) apply to an obligation as applied under (a) construing “transferred business” as the business transferred by means of the (b) with any other necessary modification. (7) The Bank may act under or by virtue of sub-paragraph (2) only with the consent of I745 Sch. 11 para. 91 not in force at Royal Assent, see s. 86(3) I746 Sch. 11 para. 91 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) General continuity share transfers 92 (1) In this paragraph and paragraph 93— (a) “transferred CCP” means a CCP all or part of the ownership of which has been transferred in accordance with paragraph 27(2), 29(3), or 30(2), (b) “former group company” means anything which was a group undertaking in relation to the transferred CCP immediately before the transfer (whether or not it is also a group undertaking in relation to the transferred CCP immediately after the transfer), (c) “group undertaking” has the meaning given by section 1161(5) of the (2) In this paragraph a reference to insolvency includes a reference to liquidation, administration, receivership, composition with creditors and a scheme of (3) Each former group company must provide such services and facilities as are required to enable the transferred CCP to operate effectively. (4) The duty under sub-paragraph (3) (the “continuity obligation”) may be enforced as if created by contract between the transferred CCP and the former group company. (5) The continuity obligation continues to apply despite the former group company entering insolvency, and may not be disclaimed by a liquidator under section 178(2) of the Insolvency Act 1986 or Article 152(1) of the Insolvency (Northern Ireland) (6) The duty to provide services and facilities in pursuance of the continuity obligation is subject to a right to receive reasonable consideration. (7) But if the services and facilities provided in pursuance of the continuity obligation were provided to the transferred CCP, under an agreement with that CCP, before the share transfer instrument providing for the transfer was made, they are to continue for the duration of that agreement to be provided on the terms set out in that agreement (and sub-paragraph (6) does not apply). (8) The continuity obligation is not limited to the provision of services or facilities directly to the transferred CCP. 324 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 (9) The Bank may by notice to a former group company state that in the Bank’s (a) specified activities are required to be undertaken in accordance with the (b) activities are required to be undertaken in accordance with the continuity obligation on specified terms. (10) A notice under sub-paragraph (9) is to be determinative of the nature and extent of the continuity obligation as from the time when the notice is given. (11) The Bank may act under or by virtue of sub-paragraph (9) only with the consent of I747 Sch. 11 para. 92 not in force at Royal Assent, see s. 86(3) I748 Sch. 11 para. 92 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Special continuity share transfers 93 (1) Expressions in this paragraph have the same meaning as in paragraph 92.
(a) cancel a contract or other arrangement between the transferred CCP and a former group company or a third party; (b) modify the terms of a contract or other arrangement between the transferred CCP and a former group company or a third party; (c) confer and impose rights and obligations on a former group company or a third party and the transferred CCP, which has effect as if created by contract (3) In modifying or setting terms under sub-paragraph (2) the Bank must aim, so far as is reasonably practicable, to preserve or include— (a) a provision for reasonable consideration, and (b) any other provision that would be expected in arrangements concluded between parties dealing at arm’s length. (4) The power under sub-paragraph (2)— (a) may be exercised only in so far as the Bank thinks it necessary to ensure the provision of such services and facilities as are required to enable the transferred CCP to operate effectively, (b) may be exercised by the Bank only with the consent of the Treasury, and (c) must be exercised by way of provision in a share transfer instrument. (5) An obligation imposed on the transferred CCP or a former group company under sub-paragraph (2)(b) or (c) continues to apply despite the transferred CCP or former group company entering insolvency, and may not be disclaimed by a liquidator under section 178(2) of the Insolvency Act 1986 or Article 152(1) of the Insolvency (Northern Ireland) Order 1989. 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 I749 Sch. 11 para. 93 not in force at Royal Assent, see s. 86(3) I750 Sch. 11 para. 93 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Continuity onward share transfers 94 (1) In this paragraph “onward transfer” means a transfer (whether or not under a power in this Schedule) of securities issued by a CCP where— (a) securities issued by the CCP were earlier transferred by a share transfer instrument under paragraph 29(3) or 30(2), or (b) the CCP was the transferee under a property transfer instrument under (a) provide for an obligation under paragraph 92 to apply in respect of the CCP (b) extend paragraph 93 so as to permit action to be taken under paragraph 93(2) to enable the CCP to operate effectively after the onward transfer. (3) Sub-paragraph (2) may be relied on to impose obligations on— (b) anything which is or was a group undertaking (within the meaning of section 1161(5) of the Companies Act 2006) of the CCP, (c) anything which is or was a group undertaking of the residual CCP (in a case to which sub-paragraph (1)(b) applies), or (d) any combination of the above. (4) Sub-paragraph (2) may be used to impose obligations— (a) in addition to obligations under or by virtue of paragraph 92 or 93, or (b) replacing obligations under or by virtue of either of those paragraphs to a (5) A power under sub-paragraph (2) is exercisable by giving a notice to each person— (a) on whom a continuity obligation is to be imposed under the power, or (b) who is expected to benefit from a continuity obligation under the power. (6) Paragraphs 92(4) to (10) and 94(3) and (4) apply to an obligation as applied under sub-paragraph (2) with any necessary modification. (7) The Bank may act under or by virtue of sub-paragraph (2) only with the consent of I751 Sch. 11 para. 94 not in force at Royal Assent, see s. 86(3) I752 Sch. 11 para. 94 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

326 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 Continuity consideration and terms 95 (1) The Treasury may by regulations specify matters which are to be or not to be (a) what amounts to reasonable consideration for the purpose of paragraphs 89 (b) what provisions to include in accordance with paragraph 90(3)(b) or 93(3) (2) The Bank may give guarantees or indemnities in respect of consideration for services or facilities provided or to be provided in pursuance of a continuity obligation. (3) Regulations under this paragraph are subject to the negative procedure. I753 Sch. 11 para. 95 not in force at Royal Assent, see s. 86(3) I754 Sch. 11 para. 95 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Continuity termination 96 (1) The Bank may by notice terminate an obligation arising under paragraph 89 or 92. (2) The power under sub-paragraph (1) is exercisable by giving a notice to each person— (a) on whom the obligation is imposed, or (b) who has benefited or might have expected to benefit from the obligation. (3) A reference in sub-paragraph (1) to obligations under a paragraph includes a reference to obligations under that paragraph as applied under paragraph 91 or 94. I755 Sch. 11 para. 96 not in force at Royal Assent, see s. 86(3) I756 Sch. 11 para. 96 in force at 31.12.2023 by S.I. 2023/1382, reg.
8(b) 97 (1) Where the Bank is exercising a stabilisation power in respect of a CCP (a “CCP under resolution”) the Bank may suspend obligations to make a payment, or delivery, under a contract where one of the parties to the contract is the CCP under resolution. (2) A suspension imposed under sub-paragraph (1) does not apply to— (a) payments of eligible claims, or (b) payments or deliveries to excluded persons (see paragraph 100). (3) A suspension imposed under sub-paragraph (1)— (a) begins when the instrument providing for the suspension is first published, (b) must end no later than midnight at the end of the first business day following the day on which the instrument providing for the suspension is published,

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) subject to sub-paragraph (2), suspends all obligations to make a payment or delivery under the contract in question, whether the obligation concerned is that of the CCP under resolution or of any other party to the contract. (4) Where a payment or delivery under the contract concerned first fell due within the period of the suspension, that payment or delivery is treated as being due immediately on the expiry of the suspension. (5) The power under sub-paragraph (1) must be exercised by way of provision in a share transfer instrument, property transfer instrument, resolution instrument or third- (6) The Bank must have regard to the impact a suspension might have on the orderly functioning of the financial markets before exercising the power in sub- (7) In this paragraph, “eligible claim” means a claim in respect of which compensation is payable under the Financial Services Compensation Scheme. I757 Sch. 11 para. 97 not in force at Royal Assent, see s. 86(3) I758 Sch. 11 para. 97 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Restriction of security interests 98 (1) Where the Bank is exercising a stabilisation power in respect of a CCP (a “CCP under resolution”) the Bank may suspend the rights of a secured creditor of the CCP to enforce any security interest the creditor has in relation to any assets of the CCP. (2) A suspension under sub-paragraph (1)— (a) begins when the instrument providing for the suspension is first published, (b) must end no later than midnight at the end of the first business day following the day on which that instrument is published. (3) But the Bank may not suspend the rights of an excluded person to enforce any security interest that person may have in relation to any asset of the CCP under resolution which has been pledged or provided to the excluded person in question as collateral or as cover for margin. (4) The power under sub-paragraph (1) must be exercised by way of provision in a share transfer instrument, property transfer instrument, resolution instrument or third- (5) Where the power in sub-paragraph (1) is being exercised in a partial property transfer, the Bank must ensure that any restrictions on the enforcement of security interests which it imposes under that sub-paragraph are applied consistently for all CCP group companies in respect of which the Bank is exercising a stabilisation power. (6) The Bank must have regard to the impact a suspension might have on the orderly functioning of the financial markets before exercising the power in sub-

328 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) For the purposes of this paragraph, a “security interest” means an interest or right held for the purpose of securing the payment of money or the performance of any I759 Sch. 11 para. 98 not in force at Royal Assent, see s. 86(3) I760 Sch. 11 para. 98 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Suspension of termination rights 99 (1) The Bank may suspend the termination right of any party to a qualifying contract (other than a party who is an excluded person). (2) A contract is a “qualifying contract” for the purpose of this paragraph if— (a) one of the parties to the contract is a CCP in respect of which the Bank is exercising a stabilisation power (a “CCP under resolution”) and all the obligations under the contract to make a payment, make delivery or provide collateral continue to be performed, or (b) one of the parties to the contract is a subsidiary of a CCP under resolution and the condition in sub-paragraph (3) is met. (a) the obligations of the subsidiary are guaranteed or otherwise supported by (b) the termination rights under the contract are triggered by the insolvency or the financial condition of the CCP under resolution, and (c) if a property transfer instrument has been made in relation to the CCP under (i) all the assets and liabilities relating to the contract have been or are being transferred to, or assumed by, a single transferee, or (ii) the Bank is providing adequate protection for the performance of the obligations of the subsidiary under the contract in any other way.
(4) The Bank must have regard to the impact a suspension might have on the orderly functioning of the financial markets before exercising the power in sub- (5) The power under sub-paragraph (1) must be exercised by way of provision in a share transfer instrument, property transfer instrument, resolution instrument or third- (6) A suspension imposed under sub-paragraph (1)— (a) begins when the instrument providing for the suspension is first published, (b) must end no later than midnight at the end of the first business day following the day on which that instrument is published. (7) A person may exercise a termination right under a contract before the expiry of the suspension if that person is given notice by the Bank that the rights and liabilities of the CCP under resolution covered by the contract are not—

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) to be transferred to another undertaking through the exercise of a (b) to be made subject to a share transfer instrument, property transfer instrument, resolution instrument or third-country instrument. (a) no notice has been given by the Bank under sub-paragraph (7), and (b) a termination right has been triggered otherwise than through the exercise of a stabilisation power or the imposition of a suspension under sub- paragraph (1) (or the occurrence of an event directly linked to the exercise a person may, on the expiry of the suspension, exercise the termination right in accordance with the terms of the contract. (9) But, where the rights and liabilities of the CCP under resolution or the subsidiary under the contract have been transferred to another undertaking, sub-paragraph (8) applies only if the event giving rise to the termination right has been triggered by (10) For the purposes of this paragraph, “termination right” means— (a) a right to terminate a contract, (b) a right to accelerate, close out, set-off or net obligations, or any similar provision that suspends, modifies or extinguishes an obligation of a party to (c) a provision that prevents an obligation from arising under the contract. I761 Sch. 11 para. 99 not in force at Royal Assent, see s. 86(3) I762 Sch. 11 para. 99 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 100 For the purposes of paragraphs 97 to 99— “business day” means any day other than a Saturday, a Sunday, or a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in any part of the United Kingdom; (a) a person who has been declared to be, or who is an operator of, a designated system under regulation 4 of the Financial Markets and Insolvency (Settlement Finality) Regulations 1999 (S.I. 1999/2979), (c) a third-country central counterparty (within the meaning given by I763 Sch. 11 para. 100 not in force at Royal Assent, see s. 86(3) I764 Sch. 11 para. 100 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

330 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 Stay on terminating membership 101 (1) This paragraph applies where the Bank has made a resolution instrument, share transfer instrument or a property transfer instrument in relation to a CCP. (2) A clearing member of the CCP may not at any time during the relevant period terminate their membership of the CCP. (3) The “relevant period” for the purposes of sub-paragraph (2) is the period of 48 hours beginning with the time the instrument in question comes into force. (4) A resolution instrument, share transfer instrument or property transfer instrument in relation to a CCP may provide for sub-paragraph (2)— (a) not to apply in relation to clearing members of the CCP, or (b) to apply in relation to clearing members of the CCP only to the extent specified by the Bank in the instrument. (5) Provision may be made under sub-paragraph (4) only if the Bank considers that such provision would advance one or more of the special resolution objectives. I765 Sch. 11 para. 101 not in force at Royal Assent, see s. 86(3) I766 Sch. 11 para. 101 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 102 (1) The Bank may restrict or prohibit for a specified period discretionary payments to specified employees or specified shareholders of a CCP. (2) The power under sub-paragraph (1) must be exercised by way of provision in a share transfer instrument, property transfer instrument or resolution instrument. (3) The specified period for the purposes of sub-paragraph (1) must not exceed 5 years (but this is subject to sub-paragraph (4)).
(4) A provision under sub-paragraph (1) restricting or prohibiting discretionary payments in relation to a CCP ceases to have effect if— (a) any of the conditions under paragraph 17 cease to be met in relation to the (b) the Bank is satisfied that following the exercise of any of the stabilisation powers in relation to the CCP, the CCP has sufficient resources to pay compensation and repay any public funds in connection with the exercise of “discretionary payments” has the meaning given in paragraph 13; “specified” means specified in the instrument under sub-paragraph (2). I767 Sch. 11 para. 102 not in force at Royal Assent, see s. 86(3) I768 Sch. 11 para. 102 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 103 (1) This paragraph applies to— (a) share transfer instruments, and (b) property transfer instruments. (2) An instrument may make provision— (a) about the consequences of a transfer for a pension scheme; (b) about property, rights and liabilities of any pension scheme of the CCP. (3) In particular, an instrument may— (a) modify any rights and liabilities, (b) apportion rights and liabilities, or (c) transfer property of, or accrued rights in, one pension scheme to another (4) Provision by virtue of this paragraph may (but need not) amend the terms of a pension (5) A share or property transfer instrument may make provision in reliance on this paragraph only with the consent of the Treasury. (a) “pension scheme” includes any arrangement for the payment of pension, allowances and gratuities, and (b) a reference to a pension scheme of a CCP is a reference to a scheme in respect of which the CCP, or a CCP group company, is or was an employer. I769 Sch. 11 para. 103 not in force at Royal Assent, see s. 86(3) I770 Sch. 11 para. 103 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 104 (1) This paragraph applies to— (a) share transfer instruments, (b) property transfer instruments, (c) resolution instruments, and (d) third-country instruments. (2) An instrument may include provision for disputes to be determined in a specified (3) Provision by virtue of sub-paragraph (2) may, in particular— (a) confer jurisdiction on a court or tribunal; (b) confer discretion on a specified person. I771 Sch. 11 para. 104 not in force at Royal Assent, see s. 86(3)

332 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 I772 Sch. 11 para. 104 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 105 (1) The Treasury may by regulations make provision about the fiscal consequences of the exercise of a stabilisation power. (2) Regulations may relate to— (a) anything done in connection with an instrument, (b) things transferred or otherwise affected by virtue of an instrument, (c) a transferor or transferee under an instrument, and (d) persons otherwise affected by an instrument. (a) modify or disapply an enactment; (b) provide for an action to have or not have specified consequences; (c) provide for specified classes of property (including securities), rights or liabilities to be treated, or not treated, in a specified way; (d) withdraw or restrict a relief; (e) extend, restrict or otherwise modify a charge to tax; (f) provide for matters to be determined by the Treasury in accordance with provision made by or in accordance with the regulations. (5) Regulations may make provision for the fiscal consequences of the exercise of a stabilisation power in respect of things done— (a) during the period of three months before the date on which the stabilisation (6) In relation to the exercise of a supplemental, onward, bridge or subsequent instrument under paragraph 49, 50, 52, 66, 67, 69, 71, 73 or 82, in sub-paragraph (5)(a) above “the stabilisation power” is a reference to the first stabilisation power in connection with which the supplemental, onward, bridge or subsequent instrument is made. (7) The Treasury may by regulations amend sub-paragraph (2) so as to— (8) Regulations under this paragraph are subject to the affirmative procedure. 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 I773 Sch. 11 para. 105 not in force at Royal Assent, see s. 86(3) I774 Sch. 11 para. 105 in force at 31.12.2023 by S.I. 2023/1382, reg.
8(b) Stay or sist of legal proceedings 106 (1) This paragraph applies where— (a) the Bank has exercised a stabilisation power in relation to a CCP or a CCP (b) the CCP or CCP group company is a party to legal proceedings before a (2) The Bank may apply to that court for a stay or sist of proceedings where the Bank reasonably considers that a stay or sist of those proceedings is necessary for an effective application of the stabilisation options or the stabilisation powers. I775 Sch. 11 para. 106 not in force at Royal Assent, see s. 86(3) I776 Sch. 11 para. 106 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 107 (1) This paragraph applies to a CCP if— (a) a stabilisation power has been exercised in respect of the CCP, or (b) the conditions in paragraph 17 are met in relation to the CCP. (2) Insolvency proceedings may not be commenced in relation to the CCP except by, or with the consent of, the Bank. (3) For the purposes of sub-paragraph (2), the commencement of insolvency proceedings (a) making an application for an administration order, (b) presenting a petition for winding up, (c) proposing a resolution for voluntary winding up, or (d) appointing an administrator. I777 Sch. 11 para. 107 not in force at Royal Assent, see s. 86(3) I778 Sch. 11 para. 107 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Recognition of transferee company 108 (1) The Bank may provide for a company to which the business of a CCP is transferred in accordance with paragraph 29(3) to be treated as a CCP for the purposes of FSMA (a) for a specified period, or

334 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) until a specified event occurs. (2) The provision may have effect— (a) for a period specified in the instrument, or (b) until the occurrence of an event specified or described in the instrument. (3) The power under this paragraph— (a) may be exercised only with the consent of the Treasury, and (b) must be exercised by way of provision in a property transfer instrument. I779 Sch. 11 para. 108 not in force at Royal Assent, see s. 86(3) I780 Sch. 11 para. 108 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) International obligation general 109 (1) The Bank may not exercise a stabilisation power in respect of a CCP if the Treasury notify the Bank that the exercise would be likely to contravene an international obligation of the United Kingdom. (2) A notice under sub-paragraph (1)— (b) may be withdrawn (generally, partially or conditionally). (3) If the Treasury give a notice under sub-paragraph (1) the Bank must consider other exercises of the stabilisation powers with a view to— (a) pursuing the special resolution objectives, and (b) avoiding the objections on which the Treasury’s notice was based. (4) The Treasury may by notice to the Bank disapply sub-paragraph (3) in respect of a CCP and a notice may be revoked by further notice. I781 Sch. 11 para. 109 not in force at Royal Assent, see s. 86(3) I782 Sch. 11 para. 109 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) International obligation bridge central counterparty 110 (1) This paragraph applies where the Bank has transferred all or part of a CCP’s business to a bridge central counterparty. (2) The Bank must comply with any notice of the Treasury requiring the Bank, for the purpose of ensuring compliance by the United Kingdom with its international (a) to take specified action under this Schedule in respect of the bridge central (b) not to take specified action under this Schedule in respect of the bridge (3) A notice under sub-paragraph (2)—

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) may be withdrawn (generally, partially or conditionally). (4) A notice may include requirements about timing. I783 Sch. 11 para. 110 not in force at Royal Assent, see s. 86(3) I784 Sch. 11 para. 110 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 111 (1) The Bank may not exercise a stabilisation power in respect of a CCP without the Treasury’s consent if the exercise of that power would be likely to have implications (a) “public funds” means the Consolidated Fund and any other account or source of money which cannot be drawn or spent other than by, or with the authority (b) action has implications for public funds if it would or might involve or lead to a need for the application of public funds. (3) The Treasury may by regulations specify considerations which are to be, or not to be, taken into account in determining whether action has implications for public funds for the purpose of sub-paragraph (1). (4) If the Treasury refuse consent under sub-paragraph (1), the Bank must consider other exercises of the stabilisation powers with a view to— (a) pursuing the special resolution objectives, and (b) avoiding the objections on which the Treasury’s refusal was based.
(5) The Treasury may by notice to the Bank disapply sub-paragraph (4) in respect of a CCP; and a notice may be revoked by further notice. (6) Regulations under this paragraph are subject to the negative procedure. I785 Sch. 11 para. 111 not in force at Royal Assent, see s. 86(3) I786 Sch. 11 para. 111 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Public bridge central counterparty 112 (1) This paragraph applies where the Bank has transferred all or part of a CCP’s business to a bridge central counterparty. (2) The Bank may not take action in respect of the bridge central counterparty without the Treasury’s consent if the action would be likely to have implications for public (3) Paragraph 111(2) and (3) have effect for the purposes of this paragraph. 336 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 I787 Sch. 11 para. 112 not in force at Royal Assent, see s. 86(3) I788 Sch. 11 para. 112 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Private sector report 113 (1) This paragraph applies where the Bank sells all or part of a CCP’s business to a (2) The Bank must report to the Chancellor of the Exchequer about the exercise of the power to make share transfer instruments and property transfer instruments under (3) The report must comply with any requirements as to content specified by the (4) The report must be made as soon as is reasonably practicable after the end of one year beginning with the date of the first transfer instrument made under paragraph 27(2). I789 Sch. 11 para. 113 not in force at Royal Assent, see s. 86(3) I790 Sch. 11 para. 113 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Bridge central report 114 (1) Where the Bank transfers all or part of a CCP’s business to a bridge central counterparty, the Bank must report to the Chancellor of the Exchequer about the activities of the bridge central counterparty. (2) The first report must be made as soon as is reasonably practicable after the end of one year beginning with the date of the first transfer to the bridge central counterparty. (3) A report must be made as soon as is reasonably practicable after the end of each (4) The Chancellor of the Exchequer must lay a copy of each report under sub- paragraph (2) or (3) before Parliament. (5) The Bank must comply with any request of the Treasury for a report dealing with specified matters in relation to a bridge central counterparty. (6) A request under sub-paragraph (5) may include provision about— (a) the content of the report; I791 Sch. 11 para. 114 not in force at Royal Assent, see s. 86(3) I792 Sch. 11 para. 114 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 Resolution report 115 (1) This paragraph applies where the Bank makes one or more resolution instruments (2) The Bank must, on request by the Treasury, report to the Chancellor of the Exchequer (a) the exercise of the power to make the resolution instrument, and (b) any other matters in relation to the CCP that the Treasury may specify. (3) In relation to the matter specified in sub-paragraph (2)(a), the report must comply with any requirements that the Treasury may specify. (4) The Chancellor of the Exchequer must lay a copy of each report under sub- paragraph (2) before Parliament. I793 Sch. 11 para. 115 not in force at Royal Assent, see s. 86(3) I794 Sch. 11 para. 115 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 116 (1) This paragraph applies where the Bank makes one or more share transfer instruments in respect of a CCP under paragraph 30(2). (2) The Bank must report to the Chancellor of the Exchequer about the exercise of the power to make share transfer instruments under that paragraph. (3) The report must comply with any requirements as to content specified by the (4) The report must be made as soon as is reasonably practicable after the end of one year beginning with the date of the first transfer instrument made under paragraph 30(2). I795 Sch. 11 para. 116 not in force at Royal Assent, see s. 86(3) I796 Sch. 11 para. 116 in force at 31.12.2023 by S.I. 2023/1382, reg.
8(b) Sale to commercial purchaser, transfer to bridge central counterparty and transfer of conditions for group companies 117 (1) The Bank may exercise a stabilisation power in respect of a CCP group company in accordance with paragraph 27(2), 29(3) or 30(2) if each of the following conditions (2) Condition 1 is that the Bank is satisfied that the general conditions for the exercise of a stabilisation power set out in paragraph 17 are met in respect of a CCP in the (3) Condition 2 (which does not apply in a financial assistance case) is that the Bank is satisfied that the exercise of the power in respect of the CCP group company is necessary, having regard to the public interest in—

338 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 stability of the UK financial system, and (b) the maintenance of public confidence in the stability of that system. (4) Condition 3 (which applies only in a financial assistance case) is that— (a) the Treasury have recommended the Bank to exercise a stabilisation power on the grounds that it is necessary to protect the public interest, and (b) in the Bank’s opinion, exercise of the power in respect of the CCP group company is an appropriate way to provide that protection. (5) Condition 4 is that the CCP group company is an undertaking incorporated in, or formed under the law of any part of, the United Kingdom. (6) Before determining whether Condition 2 or 3 (as appropriate) is met, the Bank must (b) if the CCP is a PRA-authorised person, the PRA, and (7) In exercising a stabilisation power in reliance on this paragraph the Bank must have regard to the need to minimise the effect of the exercise of the power on other undertakings in the same group. (8) In this paragraph “financial assistance case” means a case in which the Treasury notify the Bank that they have provided financial assistance in respect of a CCP in the same group for the purpose of resolving or reducing a serious threat to the stability I797 Sch. 11 para. 117 not in force at Royal Assent, see s. 86(3) I798 Sch. 11 para. 117 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 118 (1) In paragraph 117 references to CCPs includes references to CCP group companies. (2) Where the Bank exercises a stabilisation power in respect of a CCP group company in reliance on paragraph 117, the provisions relating to the stabilisation powers contained in this Schedule (except paragraphs 17 and 19) and any other enactment apply (with any necessary modifications) as if the CCP group company were a CCP. I799 Sch. 11 para. 118 not in force at Royal Assent, see s. 86(3) I800 Sch. 11 para. 118 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 119 (1) This paragraph applies only to information and documents reasonably required in connection with the exercise by the Bank of functions conferred by or under this (2) The Bank may, by notice in writing given to a CCP or CCP group company, require (a) to provide specified information or information of a specified description, or (b) to produce specified documents or documents of a specified description. (3) The information or documents must be provided or produced— (a) before the end of such reasonable period as may be specified, and (b) at such place as may be specified. (4) An officer who has written authorisation from the Bank to do so may require a CCP or CCP group company without delay— (a) to provide the officer with specified information or information of a specified (b) to produce to the officer specified documents or documents of a specified (5) The Bank may require any information provided under this paragraph to be provided in such form as it may reasonably require. (a) any information provided, whether in a document or otherwise, to be verified (b) any document produced to be authenticated in such manner, (7) The powers conferred by sub-paragraphs (2) and (4) may also be exercised by the Bank to impose requirements on a person who is connected with a CCP. (8) “Officer” means an officer of the Bank, and includes a member of the Bank’s staff (a) in sub-paragraphs (2) and (3), specified in the notice, and (b) in sub-paragraph (4), specified in the authorisation. (10) For the purposes of this paragraph, a person is connected with a CCP if that person is or has at any relevant time been— (a) a member of that CCP’s group, (b) a controller of that CCP (within the meaning of section 422 of FSMA 2000), (c) in relation to that CCP, a person mentioned in Part 1 of Schedule 15 to FSMA 2000 (reading references in that Part to the authorised person as references

340 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 I801 Sch. 11 para. 119 not in force at Royal Assent, see s. 86(3) I802 Sch. 11 para. 119 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 120 (1) This paragraph applies where the Bank has required or could require a person to whom sub-paragraph (2) applies (“the person concerned”) to provide information or produce documents with respect to any matter (“the matter concerned”) under (2) This sub-paragraph applies to— (b) a member of a CCP’s group, or (c) a person who has at any relevant time been a person falling within who is, or was at the relevant time, carrying on a business. (a) by notice in writing given to the person concerned, require that person to provide the Bank with a report on the matter concerned, or (b) itself appoint a person to provide the Bank with a report on the matter (4) When acting under sub-paragraph (3)(a), the Bank may require the report to be in such form as may be specified in the notice. (5) The Bank must give notice of an appointment under sub-paragraph (3)(b) to the (6) The person appointed to make a report— (a) must be a person appearing to the Bank to have the skills necessary to make a report on the matter concerned, and (b) where the appointment is to be made by the person concerned, must be a person nominated or approved by the Bank. (b) any person who is providing (or who has at any time provided) services to the person concerned in relation to the matter concerned, to give the person appointed to prepare a report all such assistance as the appointed person may reasonably require. (8) The obligation imposed by sub-paragraph (7) is enforceable, on the application of the Bank, by an injunction or, in Scotland, by an order for specific performance under section 45 of the Court of Session Act 1988. (9) The Bank may, in relation to an appointment under sub-paragraph (3)(b), require a CCP to pay to the Bank a fee to cover the expenses incurred by the Bank in relation

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 I803 Sch. 11 para. 120 not in force at Royal Assent, see s. 86(3) I804 Sch. 11 para. 120 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Appointment of persons to carry out general investigations 121 (1) This paragraph applies only for the purposes of the functions of the Bank conferred (2) If it appears to the Bank that there is a good reason for doing so, the Bank may appoint one or more competent persons to conduct an investigation on its behalf into— (a) the nature, conduct or state of the business of a CCP, (b) a particular aspect of that business, or (c) the ownership or control of a CCP. (3) If a person appointed under sub-paragraph (2) thinks it necessary for the purposes of the investigation, that person may also investigate the business of a person who is or has at any relevant time been a member of a group of which the CCP under (4) A person appointed under sub-paragraph (2) who decides to investigate the business of any person under sub-paragraph (3) must give that person written notice of that (5) In this paragraph, “business” includes any part of a business. I805 Sch. 11 para. 121 not in force at Royal Assent, see s. 86(3) I806 Sch. 11 para. 121 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Appointment of person to carry out investigations in particular cases 122 (1) This paragraph applies if it appears to the Bank that there are circumstances suggesting that a person may have failed to comply with any relevant requirement. (2) The Bank may appoint one or more competent persons to conduct an investigation (3) In this paragraph “relevant requirement” means a requirement imposed by or under I807 Sch. 11 para. 122 not in force at Royal Assent, see s. 86(3) I808 Sch. 11 para. 122 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

342 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 Investigations etc in support of foreign resolution authorities 123 (1) On receiving a request to which sub-paragraph (3) applies from a foreign resolution (a) exercise the power conferred by paragraph 119, or (b) appoint one or more competent persons to investigate any matter.
(2) Accordingly, for the purposes of sub-paragraph (1)(a), paragraph 119 has effect as if it also referred to information and documents reasonably required by the Bank to (3) This sub-paragraph applies to a request if the request is made by a foreign resolution authority in connection with the exercise by that authority of functions in relation to third-country resolution action (within the meaning of paragraph 145) corresponding to the stabilisation powers of the Bank under this Schedule. (4) An investigator appointed under sub-paragraph (1)(b) has the same powers as an investigator appointed under paragraph 122. (5) In deciding whether or not to exercise its investigative power, the Bank may take (a) whether, in the territory of the foreign resolution authority concerned, corresponding assistance would be given to the Bank, (b) whether the case concerns the breach of a law, or other requirement, which has no close parallel in the United Kingdom or involves the assertion of a jurisdiction not recognised by the United Kingdom, (c) the seriousness of the case and its importance to persons in the United (d) whether it is otherwise appropriate in the public interest to give the assistance (6) The Bank may decide that it will not exercise its investigative power unless the foreign resolution authority undertakes to make such contribution towards the cost of its exercise as the Bank considers appropriate. (7) “Foreign resolution authority” means an authority, in a country or territory outside the United Kingdom, which exercises functions referred to in sub-paragraph (3). (8) “Investigative power” means one of the powers mentioned in sub-paragraph (1). I809 Sch. 11 para. 123 not in force at Royal Assent, see s. 86(3) I810 Sch. 11 para. 123 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 124 (1) This paragraph applies if the Bank appoints one or more competent persons (“investigators”) under paragraph 121 or 122 to conduct an investigation on its (2) The Bank must give written notice of the appointment of an investigator to the person who is the subject of the investigation (“the person under investigation”). 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 notice under sub-paragraph (2) must— (a) specify the provisions under which, and as a result of which, the investigator (b) state the reason for the investigator’s appointment. (4) Nothing prevents the Bank from appointing a person who is a member of its staff (5) An investigator must make a report of the investigation to the Bank. (6) The Bank may, by a direction to an investigator, control— (a) the scope of the investigation, (b) the period during which the investigation is to be conducted, (c) the conduct of the investigation, and (d) the reporting of the investigation. (7) A direction may, in particular— (a) confine the investigation to particular matters; (b) extend the investigation to additional matters; (c) require the investigator to discontinue the investigation or to take only such steps as are specified in the direction; (d) require the investigator to make such interim reports as are so specified. (8) If there is a change in the scope or conduct of the investigation and, in the opinion of the Bank, the person under investigation is likely to be significantly prejudiced by not being made aware of it, that person must be given written notice of the change. (9) If the appointment is under paragraph 122, sub-paragraphs (2) and (8) do not apply if the Bank believes that the notice required by the sub-paragraph in question would be likely to result in the investigation being frustrated. I811 Sch. 11 para. 124 not in force at Royal Assent, see s. 86(3) I812 Sch. 11 para. 124 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Powers of persons appointed under paragraph 121 125 (1) This paragraph applies to an investigator appointed under paragraph 121 to conduct an investigation on behalf of the Bank. (2) The investigator may require the person who is the subject of the investigation (“the person under investigation”) or any person connected with the person under (a) to attend before the investigator at a specified time and place and answer (b) otherwise to provide such information as the investigator may require for the purposes of the investigation. (3) The investigator may also require any person to produce at a specified time and place any specified documents or documents of a specified description. 344 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) A requirement under sub-paragraph (2) or (3) may be imposed only so far as the investigator reasonably considers the question, provision of information or production of the document to be relevant to the purposes of the investigation. (5) For the purposes of this paragraph, a person (“B”) is connected with the person under investigation (“A”) if B is or has at any relevant time been— (c) in relation to A, a person mentioned in Part 1 or 2 of Schedule 15 to FSMA 2000 (reading references in those Parts to the authorised person or the person under investigation as references to A).
“controller” has the meaning given in section 422 of FSMA 2000; “specified” means specified in a notice in writing. I813 Sch. 11 para. 125 not in force at Royal Assent, see s. 86(3) I814 Sch. 11 para. 125 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Powers of persons appointed as a result of paragraph 122 126 (1) This paragraph applies to an investigator appointed under paragraph 122 to conduct an investigation on behalf of the Bank. (a) the powers conferred by paragraph 125 on an investigator appointed under (b) the powers conferred by sub-paragraphs (3) and (4). (3) The investigator may require the person who is the subject of the investigation (“the person under investigation”) to give the investigator all assistance in connection with the investigation which that person is reasonably able to give. (4) The investigator may require a person who is neither the person under investigation nor a person connected with the person under investigation— (a) to attend before the investigator at a specified time and place and answer (b) otherwise to provide such information as the investigator may require for the purposes of the investigation. (5) A requirement may only be imposed under sub-paragraph (4) if the investigator is satisfied that the requirement is necessary or expedient for the purposes of the (6) Paragraph 125(5) and (6) applies for the purposes of this paragraph. I815 Sch. 11 para. 126 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 I816 Sch. 11 para. 126 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Admissibility of statements made to investigators 127 (1) A statement made to an investigator appointed under paragraph 121 or 122 by a person in compliance with an information requirement is admissible in evidence in any proceedings, so long as it also complies with any requirement governing the admissibility of evidence in the circumstances in question. (2) But in criminal proceedings in which that person is charged with an offence to which (a) no evidence relating to the statement may be adduced, and (b) no question relating to it may be asked— by or on behalf of the prosecution, or the Bank (as the case may be), unless evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by (3) Sub-paragraph (2) applies to any offence other than one under— (b) section 398 of FSMA 2000 (misleading FCA or residual cases), (c) section 5 of the Perjury Act 1911 (false statements made otherwise than on (d) section 44(2) of the Criminal Law (Consolidation) (Scotland) Act 1995 (false statements made otherwise than on oath), or (e) Article 10 of the Perjury (Northern Ireland) Order 1979 (false declarations (4) “Information requirement” means a requirement imposed by an investigator under I817 Sch. 11 para. 127 not in force at Royal Assent, see s. 86(3) I818 Sch. 11 para. 127 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Information and supplemental provision 128 (1) If the Bank has power under this Schedule to require a person to produce a document but if it appears that the document is in the possession of a third person, that power may be exercised in relation to the third person. (2) If a document is produced in response to a requirement imposed under this Schedule, the person to whom it is produced may— (a) take copies or extracts from the document, or (b) require the person producing the document, or any relevant person to provide an explanation of the document. (3) A document so produced may be retained for so long as the person to whom it is produced considers that it is necessary to retain it (rather than copies of it) for the purposes for which the document was requested. 346 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) If the person to whom a document is so produced has reasonable grounds for (a) that the document may have to be produced for the purposes of any legal (b) that it might otherwise be unavailable for those purposes, it may be retained until the proceedings are concluded. (5) If a person who is required under this Schedule to produce a document fails to do so, the Bank or an investigator may require that person to state, to the best of that person’s knowledge and belief, where the document is.
(6) A lawyer may be required under this Schedule to furnish the name and address of (7) No person may be required under this Schedule to disclose information or produce a document in respect of which the person (“A”) owes an obligation of confidence (a) A is the person under investigation or a member of that person’s group, (b) the person to whom the obligation of confidence is owed is the person under investigation or a member of that person’s group, (c) the person to whom the obligation of confidence is owed consents to the (d) the imposing on A of a requirement with respect to such information or document has been specifically authorised by the Bank. (8) If a person claims a lien on a document, its production under this Schedule does not “controller” has the meaning given by section 422 of FSMA 2000; “investigator” means a person appointed under paragraph 121 or 122; “relevant person”, in relation to a person who is required to produce a (a) has been or is or is proposed to be a director or controller of that person, (b) has been or is an auditor of that person, (c) has been or is an actuary, accountant or lawyer appointed or instructed (d) has been or is an employee of that person. I819 Sch. 11 para. 128 not in force at Royal Assent, see s. 86(3) I820 Sch. 11 para. 128 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 129 (1) A person may not be required under this Schedule to produce, disclose or permit the inspection of protected items. 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) communications between a professional legal adviser and that adviser’s client or any person representing such a client which fall within sub- (b) communications between a professional legal adviser, that adviser’s client or any person representing such a client and any other person which fall within sub-paragraph (3) (as a result of paragraph (b) of that sub-paragraph), and (i) are enclosed with, or referred to in, such communications, (ii) fall within sub-paragraph (3), and (iii) are in the possession of a person entitled to be in possession of them. (3) A communication or item falls within this sub-paragraph if it is made— (a) in connection with the giving of legal advice to the client, or (b) in connection with, or in contemplation of, legal proceedings and for the purposes of those proceedings. (4) A communication or item is not a protected item if it is held with the intention of furthering a criminal purpose. I821 Sch. 11 para. 129 not in force at Royal Assent, see s. 86(3) I822 Sch. 11 para. 129 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Entry of premises under warrant 130 (1) A justice of the peace may issue a warrant under this paragraph if satisfied on information on oath given by or on behalf of the Secretary of State, the Bank or an investigator that there are reasonable grounds for believing that the first, second or third set of conditions is satisfied. (2) The first set of conditions is— (a) that a person on whom an information requirement has been imposed has failed (wholly or in part) to comply with it, and (b) that on the premises specified in the warrant— (i) there are documents which have been required, or (ii) there is information which has been required. (3) The second set of conditions is— (a) that the premises specified in the warrant are premises of a CCP or a member (b) that there are on the premises documents or information in relation to which an information requirement could be imposed, and (c) that if such a requirement were to be imposed— (i) it would not be complied with, or (ii) the documents or information to which it related would be removed, (4) The third set of conditions is— (a) that an offence mentioned in paragraph 132 has been (or is being) committed

348 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) that there are on the premises specified in the warrant documents or information relevant to whether that offence has been (or is being) (c) that an information requirement could be imposed in relation to those documents or that information, and (d) that if such a requirement were to be imposed— (i) it would not be complied with, or (ii) the documents or information to which it related would be removed, (5) A warrant under this paragraph authorises a constable— (a) to enter the premises specified in the warrant, (b) to search the premises and take possession of any documents or information appearing to be documents or information of a kind in respect of which a warrant under this paragraph was issued (“the relevant kind”) or to take, in relation to any such documents or information, any such steps which may appear to be necessary for preserving them or preventing interference with (c) to take copies of, or extracts from, any documents or information appearing (d) to require any person on the premises to provide an explanation of any document or information appearing to be of the relevant kind or to state (e) to use such force as may be reasonably necessary. (6) A warrant under this paragraph may be executed by any constable. (7) The warrant may authorise persons to accompany any constable who is executing it. (8) The powers in sub-paragraph (5) may be exercised by a person authorised by the warrant to accompany a constable; but that person may exercise those powers only in the company of, and under the supervision of, a constable. (9) In England and Wales, sections 15(5) to (8) and 16(3) to (12) of the Police and Criminal Evidence Act 1984 (execution of search warrants and safeguards) apply to warrants issued under this paragraph. (10) In Northern Ireland, Articles 17(5) to (8) and 18(3) to (12) of the Police and Criminal Evidence (Northern Ireland) Order 1989 apply to warrants issued under (11) In the application of this paragraph to Northern Ireland the reference to a justice of the peace is a reference to a lay magistrate. (12) In the application of this paragraph to Scotland— (a) for the reference to a justice of the peace substitute references to a justice of (b) for the references to information on oath substitute references to evidence (13) “Investigator” means an investigator appointed under paragraph 121 or 122. (14) “Information requirement” means a requirement imposed— (a) by the Bank under paragraph 119 or 128, or

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) by an investigator under paragraph 125, 126 or 128. I823 Sch. 11 para. 130 not in force at Royal Assent, see s. 86(3) I824 Sch. 11 para. 130 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Retention of documents obtained under paragraph 130 131 (1) Any document of which possession is taken under paragraph 130 (“a seized document”) may be retained for so long as it is necessary to retain it (rather than copies of it) in the circumstances. (2) A person claiming to be the owner of a seized document may apply to a magistrates’ court, or in Scotland the sheriff, for an order for the delivery of the document to the person appearing to the court or sheriff to be the owner. (3) If on an application under sub-paragraph (2) the court, or in Scotland the sheriff, cannot ascertain who is the owner of the seized document the court or sheriff (as the case may be) may make such order as the court or sheriff thinks fit. (4) An order under sub-paragraph (2) or (3) does not affect the right of any person to take legal proceedings against any person in possession of a seized document for the (5) Any right to bring proceedings (as described in sub-paragraph (4)) may only be exercised within 6 months of the date of the order made under sub-paragraph (2) I825 Sch. 11 para. 131 not in force at Royal Assent, see s. 86(3) I826 Sch. 11 para. 131 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 132 (1) If a person other than the investigator (“the defaulter”) fails to comply with a requirement imposed on the defaulter under paragraph 125, 126 or 128, the person imposing the requirement may certify that fact in writing to the court. (2) If the court is satisfied that the defaulter has failed without reasonable excuse to comply with the requirement, it may deal with the defaulter (and, in the case of a body corporate, any director or other officer) as if that person were in contempt. (3) “Officer”, in relation to a limited liability partnership, means a member of the limited (4) A person who knows or suspects that an investigation is being or is likely to be conducted under paragraph 121, 122 or 123 is guilty of an offence if— (a) that person falsifies, conceals, destroys or otherwise disposes of a document which that person knows or suspects is or would be relevant to such an

350 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) that person causes or permits the falsification, concealment, destruction or unless that person shows that that person had no intention of concealing facts disclosed by the document from the investigator. (5) A person who, in purported compliance with a requirement imposed on that person (a) provides information which that person knows to be false or misleading in (b) recklessly provides information which is false or misleading in a material (6) Any person who intentionally obstructs the exercise of any rights conferred by a warrant under paragraph 130 is guilty of an offence. (7) A person guilty of an offence under sub-paragraph (4), (5) or (6) is liable, on (a) in England and Wales, to imprisonment for a term not exceeding 3 months (b) In Scotland and Northern Ireland, to imprisonment for a term not exceeding 3 months or a fine not exceeding level 5 on the standard scale, or both. (b) in Scotland, the Court of Session; “relevant requirement” has the meaning given in paragraph 122. I827 Sch. 11 para. 132 not in force at Royal Assent, see s. 86(3) I828 Sch. 11 para. 132 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Prosecution of offences under paragraph 132 133 (1) Proceedings for an offence under paragraph 132 may be instituted— (a) in England and Wales, only by the Bank or by or with the consent of the Director of Public Prosecutions, and (b) in Northern Ireland, only by the Bank or by or with the consent of the Director of Public Prosecutions for Northern Ireland. (2) In exercising its power to institute proceedings for an offence under paragraph 132, the Bank must comply with any conditions or restrictions imposed in writing by the (3) Conditions or restrictions may be imposed under sub-paragraph (2) in relation to proceedings generally, or such proceedings or categories of proceedings as the

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 I829 Sch. 11 para. 133 not in force at Royal Assent, see s. 86(3) I830 Sch. 11 para. 133 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Offences under paragraph 132 by bodies corporate etc 134 (1) If an offence under paragraph 132 committed by a body corporate is shown— (a) to have been committed with the consent or connivance of an officer, or (b) to be attributable to any neglect on the part of an officer, the officer as well as the body corporate is guilty of the offence and liable to be proceeded against and punished accordingly. (2) If the affairs of a body corporate are managed by its members, sub-paragraph (1) applies in relation to the acts and defaults of a member in connection with that member’s functions of management as if that member were a director of the body. (3) If an offence under paragraph 132 committed by a partnership is shown— (a) to have been committed with the consent or connivance of a partner, or (b) to be attributable to any neglect on the part of a partner, the partner as well as the body corporate is guilty of the offence and liable to be proceeded against and punished accordingly. (4) In sub-paragraph (3) “partner” includes a person purporting to act as partner. (5) “Officer” in relation to a body corporate means— (a) a director, member of the committee of management, chief executive, manager, secretary or other similar officer of the body, or a person purporting to act in any such capacity, and (b) an individual who is a controller of the body (and for these purposes, “controller” has the meaning given in section 422 of FSMA 2000). (6) If an offence under paragraph 132 committed by an unincorporated association (other (a) to have been committed with the consent or connivance of an officer of the association or a member of its governing body, or (b) to be attributable to any neglect on the part of such an officer or member, the officer or member as well as the association is guilty of the offence and liable to be proceeded against and punished accordingly. I831 Sch. 11 para. 134 not in force at Royal Assent, see s. 86(3) I832 Sch. 11 para. 134 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Injunctions to prevent failure to comply with relevant requirement 135 (1) If, on the application of the Bank, the court is satisfied that there is a reasonable likelihood that any person will contravene a relevant requirement, the court may make an order restraining, or in Scotland an interdict prohibiting, the contravention. 352 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 jurisdiction conferred by this paragraph is exercisable— (a) in England and Wales, and Northern Ireland, by the High Court, and (b) in Scotland, by the Court of Session. (3) In this paragraph “relevant requirement” has the meaning given in paragraph 122. I833 Sch. 11 para.
135 not in force at Royal Assent, see s. 86(3) I834 Sch. 11 para. 135 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 136 (1) If the Bank considers that a person has failed to comply with a relevant requirement imposed on the person, it may do one or more of the following— (a) publish a statement to that effect; (b) impose on that person a penalty, in respect of the failure, of such amount as (c) with a view to ensuring that the failure ceases or is not repeated or the consequences of the failure are mitigated, direct that person to refrain from (d) prohibit that person from holding an office or position involving responsibility for taking decisions about the management of— (ii) a CCP of a specified description, or (2) A prohibition under sub-paragraph (1)(d)may apply— (3) If the Bank considers that a failure by a person to comply with a relevant requirement occurred with the consent or connivance of, or was attributable to any neglect on the part of, an officer of that person, it may do one or more of the following— (a) publish a statement to that effect; (b) impose on that officer a penalty, in respect of the failure, of such amount as (c) with a view to ensuring that the failure ceases or is not repeated or the consequences of the failure are mitigated, direct that person to refrain from any conduct specified in the direction. (4) A penalty under this paragraph— (a) must be paid to the Bank, and (b) may be enforced by the Bank as a debt. (5) In this paragraph “relevant requirement” has the meaning given in paragraph 122. 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 I835 Sch. 11 para. 136 not in force at Royal Assent, see s. 86(3) I836 Sch. 11 para. 136 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 137 When determining the type of sanction, and level of any penalty, to be imposed on a person under paragraph 136, the Bank must take into account all relevant circumstances, including where appropriate— (a) the gravity and the duration of the failure, (b) the degree of responsibility of the person, (c) the financial strength of the person, (d) the amount of profits gained or losses avoided by the person, (e) the losses for third parties caused by the failure, (f) the level of co-operation of the person with the Bank, (g) previous failures by the person, and (h) any potential systemic consequences of the failure. I837 Sch. 11 para. 137 not in force at Royal Assent, see s. 86(3) I838 Sch. 11 para. 137 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 138 (1) If the Bank proposes to impose a sanction on a person under paragraph 136(1) or (3) it must give that person a warning notice. (2) Section 387 of FSMA 2000 applies in relation to a warning notice given under sub- paragraph (1) and to the Bank as it applies in relation to a warning notice given under that Act and to the regulator which gave that notice, subject to sub-paragraphs (3) (3) In complying with section 387(1)(a) of that Act, a warning notice must in particular— (a) if it is about a proposal to publish a statement, set out the terms of the (b) if it is about a proposal to impose a penalty, specify the amount of the penalty, (c) if it is about a proposal to direct a person to refrain from certain conduct, (d) if it is about a proposal to impose a prohibition on holding an office or other position, specify the extent of the prohibition. (4) For the purposes of sub-paragraph (2), section 387 of that Act has effect as if subsections (1A) and (3A) were omitted. I839 Sch. 11 para. 138 not in force at Royal Assent, see s. 86(3)

354 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 I840 Sch. 11 para. 138 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 139 (1) If the Bank decides to impose a sanction on a person under paragraph 136(1) or (3) it must without delay give that person a decision notice. (2) If the decision is to publish a statement, the decision notice must set out the terms (3) If the decision is to impose a penalty, the decision notice must specify the amount (4) If the decision is to refrain from certain conduct, the decision notice must specify (5) If the decision is to impose a prohibition on holding an office or other position, the decision notice must specify the extent of the prohibition. (6) Section 388 of FSMA 2000 applies in relation to a decision notice given under sub- paragraph (1) and the Bank as it applies in relation to a decision notice given under that Act and the regulator which gave that notice, subject to sub-paragraph (7).
(7) Section 388 of that Act has effect for the purposes of sub-paragraph (6) as if— (a) in subsection (1)(e)(i) for “this Act” there were substituted “paragraph 141 of Schedule 11 to the Financial Services and Markets Act 2023”, and (b) subsections (1A) and (2) were omitted. I841 Sch. 11 para. 139 not in force at Royal Assent, see s. 86(3) I842 Sch. 11 para. 139 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 140 (1) Sections 389, 390 and 392 to 394 of FSMA 2000 apply in relation to a warning notice given under paragraph 138, a decision notice given under paragraph 139 and the Bank as they apply in relation to a warning notice or decision notice given under that Act and the regulator which gave that notice, subject to sub-paragraphs (2) to (4). (2) Section 389 of that Act has effect as if subsection (2) were omitted. (3) Section 390 has effect as if— (a) in subsection (2A), in paragraph (a), for “133(6)(b)” there were substituted (b) in that paragraph, for “133(6)” there were substituted “133(5)”, (c) for subsection (4) there were substituted— “(4) A final notice about a direction under paragraph 136(1)(c) or (3)(c) of Schedule 11 to the Financial Services and Markets Act 2023 or a prohibition under paragraph 136(1)(d) of that Schedule must— (a) specify the conduct to which the direction relates or the extent of the prohibition, and

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) give details of the date on which the direction or prohibition (4) Section 392 has effect as if for paragraphs (a) and (b) there were substituted— “(a) a warning notice given under paragraph 138 of Schedule 11 to the Financial Services and Markets Act 2023; (b) a decision notice given under paragraph 139 of Schedule 11 to the Financial Services and Markets Act 2023.” I843 Sch. 11 para. 140 not in force at Royal Assent, see s. 86(3) I844 Sch. 11 para. 140 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 141 (1) If the Bank decides to impose a sanction on a person under paragraph 136, the person may appeal to the Upper Tribunal. (2) The Bank may not impose a sanction while an appeal under this paragraph could be I845 Sch. 11 para. 141 not in force at Royal Assent, see s. 86(3) I846 Sch. 11 para. 141 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) failure to comply with certain paragraph 136 sanctions 142 (1) If, on the application of the Bank, the court is satisfied— (a) that there is a reasonable likelihood that there will be a compliance failure, or (b) that there has been a compliance failure and there is a reasonable likelihood that it will continue or be repeated, the court may make an order restraining the conduct constituting the failure. (2) If, on the application of the Bank, the court is satisfied— (a) that there has been a compliance failure, and (b) that there are steps which could be taken for remedying the failure, the court may make an order requiring anyone who appears to have been knowingly concerned in the failure to take such steps as the court may direct to remedy it. (3) If, on the application of the Bank, the court is satisfied— (a) that there may have been a compliance failure by any person, or (b) that a person may have been knowingly concerned in a compliance failure, the court may make an order restraining that person from dealing with any assets which it is satisfied the person is reasonably likely to deal with. (4) “Compliance failure” means— (a) a failure to comply with a direction under paragraph 136(1)(c) or (3)(c), or (b) a breach of a prohibition imposed under paragraph 136(1)(d). 356 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 jurisdiction conferred by this paragraph is exercisable— (a) in England and Wales and Northern Ireland, by the High Court, and (b) in Scotland, by the Court of Session. (a) references to an order restraining anything are, in Scotland, to be read as references to an interdict prohibiting that thing, (b) references to an order requiring steps to be taken are, in Scotland, to be read as references to an order for specific performance under section 45 of the (c) references to remedying a failure include mitigating its effect, and (d) references to dealing with assets include disposing of them. I847 Sch. 11 para. 142 not in force at Royal Assent, see s. 86(3) I848 Sch. 11 para. 142 in force at 31.12.2023 by S.I. 2023/1382, reg.
8(b) 143 (1) In the case of a warning notice under paragraph 138— (a) neither the Bank nor a person to whom it is given or copied may publish (b) a person to whom the notice is given or copied may not publish any details concerning the notice unless the Bank has published those details, and (c) after consulting the persons to whom the notice is given or copied, the Bank may publish such information about the matter to which the notice relates (2) A person to whom a decision notice under paragraph 139 is given or copied may not publish the notice or any details concerning it unless the Bank has published the (3) A notice of discontinuance must state that, if the person to whom the notice is given consents, the Bank may publish such information as it considers appropriate about the matter to which the discontinued proceedings related. (4) A copy of a notice of discontinuance must be accompanied by a statement that, if the person to whom the notice is copied consents, the Bank may publish such information as it considers appropriate about the matter to which the discontinued proceedings related, so far as relevant to that person. (5) Subject to sub-paragraph (8), where the Bank gives a decision notice it may publish such information about the matter to which the notice relates as it considers (6) Where the Bank publishes information under sub-paragraph (5) and the person to whom the decision notice is given refers the matter to the Upper Tribunal, the Bank must, without undue delay, publish on its website information about the status of the (7) Subject to sub-paragraph (8), where the Bank gives a final notice—

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) it must, without undue delay, publish details of any sanction to which the notice relates on its website, and (b) it may publish such other information about the matter to which the notice relates as it considers appropriate. (8) Information about a matter to which a decision notice or a final notice relates must be published anonymously where— (a) the sanction is imposed (or proposed to be imposed) on an individual and following an obligatory prior assessment publication of personal data is found to be disproportionate, or (b) were it not published anonymously, publication would— (i) jeopardise the stability of financial markets or an ongoing criminal (ii) cause, in so far as it can be determined, disproportionate damage to (9) Where sub-paragraph (8) applies, the person publishing the information may make such arrangements as to the publication of information (including as to the timing of publication) as are necessary to preserve the anonymity of the person on whom (10) Where the Bank publishes information in accordance with sub-paragraphs (6) to (9), it must ensure the information remains on its website for at least five years, unless the information is personal data and the data protection legislation requires the information to be retained for a different period. “the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act); “notice of discontinuance” and “final notice” have the same meaning as in sections 389 and 390 of FSMA 2000 (which are applied (with modifications) I849 Sch. 11 para. 143 not in force at Royal Assent, see s. 86(3) I850 Sch. 11 para. 143 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 144 In connection with the exercise of its powers to impose sanctions under paragraph 136, the Bank must take such steps as it considers appropriate to co-operate (b) any person who exercises functions outside the United Kingdom equivalent to those exercisable by the Bank under this Schedule. I851 Sch. 11 para. 144 not in force at Royal Assent, see s. 86(3) I852 Sch. 11 para. 144 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

358 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 Third-country resolution actions 145 (1) This paragraph applies where the Bank is notified of third-country resolution action in respect of a third-country central counterparty. (2) The Bank must make an instrument which— (b) refuses to recognise the action, or (c) recognises part of the action and refuses to recognise the remainder. An instrument within paragraph (a), (b) or (c) is a “third-country instrument” (as is an instrument under paragraph 146).
(3) The Bank may only make a decision under sub-paragraph (2) with the approval of (4) Recognition of the action (or a part of it) may be refused only if the Bank and the Treasury are satisfied that one or more of the following conditions are satisfied— (a) recognition would have an adverse effect on financial stability in the United (b) under the third-country resolution action creditors (including in particular clearing members) located or payable in the United Kingdom would not, by reason of being located or payable in the United Kingdom, receive the same treatment as creditors who are located or payable in the country concerned and have similar legal rights; (c) recognition of, and taking action in support of, the third-country resolution action (or the part) would have material fiscal implications for the United (d) recognition would be unlawful under section 6 of the Human Rights Act 1998 (public authority not to act contrary to Human Rights Convention). (5) The recognition of a third-country resolution action (or any part of it) is without prejudice to any normal insolvency proceedings. “third-country central counterparty” has the meaning given by section 285 “third-country resolution action” means action under the law of a country or territory outside the United Kingdom to manage the failure or likely failure of a third-country central counterparty— (a) the anticipated results of which are, in relation to a third-country central counterparty, broadly comparable to results which could have been anticipated from the exercise of a stabilisation option in relation to an entity in the United Kingdom corresponding to the third-country (b) the objectives of which are broadly comparable, in relation to the country or territory concerned, to the special resolution objectives in paragraph 15 as they apply in relation to the United Kingdom. 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 I853 Sch. 11 para. 145 not in force at Royal Assent, see s. 86(3) I854 Sch. 11 para. 145 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Effects of recognition on third-country resolution action 146 (1) This paragraph applies where an instrument under paragraph 145 recognises any third-country resolution action (or a part of it). (2) The third-country resolution action (or part) produces the same legal effects in any part of the United Kingdom as it would have produced had it been made (with due authority) under the law of that part of the United Kingdom. (3) For the purposes of supporting, or giving full effect to, the third-county resolution action (or the part), the Bank may exercise, in relation to a third-country central counterparty, one or more of the stabilisation options, or one or more of the stabilisation powers, available to the Bank in relation to a similar entity in the United (4) But, for the purposes of exercising a power by virtue of sub-paragraph (3), provision which could otherwise be made under this Schedule in a share transfer instrument, property transfer instrument or resolution instrument may instead be made in— (a) the instrument made under paragraph 145 recognising the third-country resolution action (or part), or (b) a further instrument made by the Bank under this paragraph. An instrument under paragraph (b) is a “third-country instrument” (as is an instrument under paragraph 145(2)(a), (b) or (c)). (5) This Schedule (other than this paragraph) applies in relation to the exercise of any power by virtue of sub-paragraph (3), subject to sub-paragraphs (6) and (7) and any other necessary modifications. (6) Paragraph 15 (special resolution objectives) has effect as if after sub-paragraph (7) “(7A) Objective 6 is to support third-country resolution action with a view to promoting objectives which, in relation to the country or territory concerned, correspond to Objectives 1 to 5 in relation to the United (7) Paragraphs 17 to 19 do not apply. (8) Paragraph 145(6) applies for the purposes of this paragraph. I855 Sch. 11 para. 146 not in force at Royal Assent, see s. 86(3) I856 Sch. 11 para. 146 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b)

360 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 Third-country supplementary provision 147 (1) Paragraph 47 (incidental provision) applies to a third-country instrument as it applies to a share transfer instrument. (2) Paragraph 48 (procedure: instruments) applies to a third-country instrument as it applies to a share transfer instrument, except that references in that paragraph to the CCP are to be read as references to the third-country central counterparty to which the third-country instrument relates.
(3) Paragraph 109 (international obligation general) applies in relation to the making of a third-country instrument under paragraph 145 or 146 as it applies in relation to the exercise of a stabilisation power, except that— (a) for the purposes of paragraph 109(3), paragraph 15 is to be read subject to the modification in paragraph 146(6), and (b) in sub-paragraph (4), the reference to a CCP is to be read as a reference to a third-country central counterparty in respect of which a third-country (4) Paragraph 110 (international obligation bridge central counterparty) applies where the Bank has, by virtue of paragraph 146, transferred all or part of the business of a third-country central counterparty to a bridge central counterparty as it applies where the Bank has transferred all or part of the business of a CCP to a bridge central (5) Paragraph 145(6) applies for the purposes of this paragraph. I857 Sch. 11 para. 147 not in force at Royal Assent, see s. 86(3) I858 Sch. 11 para. 147 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 148 (1) The Bank may disclose information that it thinks relevant to the financial stability (b) one or more aspects of the UK financial system. (2) Information about the business or other affairs of a specified or identifiable person may be disclosed under sub-paragraph (1) only to— (c) the scheme manager of the Financial Services Compensation Scheme (established under Part 15 of FSMA 2000); (d) the Payment Systems Regulator (established under section 40 of the Financial Services (Banking Reform) Act 2013);

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 (e) an authority in a country or territory outside the United Kingdom which exercises functions similar to those of the Treasury, the Bank, the PRA or the FCA in relation to financial stability. (3) Except as provided by sub-paragraph (4), the disclosure of information under this (a) any obligation of confidence owed by the person making the disclosure, or (b) any other restriction on the disclosure of information (however imposed). (4) This paragraph does not authorise a disclosure of information if the disclosure would contravene the data protection legislation (but in determining whether a disclosure would do so, take into account the duties imposed by this paragraph). (5) In this paragraph “the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act). I859 Sch. 11 para. 148 not in force at Royal Assent, see s. 86(3) I860 Sch. 11 para. 148 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Restrictions on disclosure of confidential information 149 (1) Sections 348, 349, 352 and 353 of FSMA 2000 (disclosure of information) apply for the purposes of this Schedule with the following modifications. (2) Section 348 of that Act has effect as if — (a) in subsection (2)(b), after “Act” there were inserted “or of the Bank of England under Schedule 11 to the Financial Services and Markets Act 2023”, (b) in subsection (3)(a), at the end there were inserted “or the Financial Services (i) after paragraph (c) there were inserted— “(ca) a person appointed to make a report under paragraph 120 of Schedule 11 to the Financial Services and Markets Act 2023 (reports by skilled (cb) a person appointed to act as a temporary manager under paragraph 6 of Schedule 11 to the Financial Services and Markets Act 2023,” (ii) in paragraph (e) for “to (c)” there were substituted “to (cb)”, and (d) after subsection (6)(b) there were inserted— “(c) a competent person appointed by the Bank of England under Part 6 of Schedule 11 to the Financial Services and Markets (3) Section 349 of that Act has effect as if, in subsection (2)(c), for “or the PRA” there were substituted “the PRA or the Bank of England”. (4) Section 353 of that Act has effect as if in subsection (1)—

362 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 (i) after “under this Act” there were inserted “or the Financial Services (ii) for “it” there were substituted “those Acts”; (b) in paragraph (b) after “to the” there were inserted “Bank of England, the”. I861 Sch. 11 para. 149 not in force at Royal Assent, see s. 86(3) I862 Sch. 11 para. 149 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 150 (1) Where an application is made for judicial review of a decision of the Bank to exercise the stabilisation powers in relation to a CCP or CCP group company (“relevant (a) a ruling by the court that the decision is unlawful does not affect a relevant transfer or a relevant provision in a stabilisation instrument made by the Bank pursuant to that decision, and (b) the court may not quash any provision in a stabilisation instrument made by the Bank if that provision makes a relevant transfer or a relevant provision.
(2) For the purposes of sub-paragraph (1)— (a) “stabilisation instrument” means— (i) a share transfer instrument, (ii) a property transfer instrument, or (iii) a resolution instrument; (b) a “relevant provision” in a stabilisation instrument means— (i) in relation to a tear-up instrument, provision under paragraph 31(2), (ii) in relation to a cash call instrument, provision under (iii) in relation to a variation instrument, provision under (iv) in relation to a write-down instrument, provision under (v) in relation to an instrument of control, provision under (c) a transfer is a “relevant transfer” if it transfers to any person— (i) property, rights or liabilities of the CCP or CCP group company, or of a bridge central counterparty, or (ii) securities issued by the CCP, or CCP group company, or of a bridge (3) Sub-paragraph (1) does not affect the power of the court, subject to section 244 of the Banking Act 2009 (immunity), to award damages as a remedy in relevant I863 Sch. 11 para. 150 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 I864 Sch. 11 para. 150 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Giving of notices, documents etc under this Schedule 151 Regulations under section 414 of FSMA 2000 (service of notices), and subsection (4) of that section, apply in relation to any notice, direction or document of any kind required to be given under any provision of this Schedule (however that requirement is expressed) as if those provisions were provisions of that Act. Modifications etc. (not altering text) C1 Sch. 11 para. 151 applied (31.12.2023) by The Financial Services and Markets Act 2023 (Resolution of Central Deferment of Provisions in Resolution Instruments) Regulations 2023 (S.I. I865 Sch. 11 para. 151 not in force at Royal Assent, see s. 86(3) I866 Sch. 11 para. 151 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 152 (1) In this Schedule “financial assistance” includes giving guarantees or indemnities and any other kind of financial assistance (actual or contingent). (2) The Treasury may by regulations provide that a specified activity or transaction, or class of activity or transaction, is to be or not to be treated as financial assistance for a specified purpose of this Schedule; and sub-paragraph (1) is subject to this sub- (3) Regulations under this paragraph are subject to the negative procedure. I867 Sch. 11 para. 152 not in force at Royal Assent, see s. 86(3) I868 Sch. 11 para. 152 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 153 (1) The Treasury may by regulations modify the law for the purpose of enabling the powers under this Schedule to be used effectively, having regard to the special (a) for the general purpose of the exercise of powers under this Schedule, (b) to facilitate a particular proposed or possible use of a power, or (c) in connection with a particular exercise of a power. (3) Regulations under sub-paragraph (2)(c) may make provision which has retrospective effect in so far as the Treasury consider it necessary or desirable for giving effect to the particular exercise of a power under this Schedule in connection with which the

364 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 regulations are made (but in relying on this sub-paragraph the Treasury must have regard to the fact that it is in the public interest to avoid retrospective legislation). (4) In sub-paragraph (1) “modify the law” means— (a) disapply or modify the effect of a provision of an enactment (other than a provision made by or under this Act), (b) disapply or modify the effect of a rule of law not set out in legislation, or (c) amend any provision of an instrument or regulations made in the exercise (5) Specific powers under this Schedule are without prejudice to the generality of this (6) Regulations under this paragraph are— (a) subject to the affirmative procedure, or (b) if the Treasury consider it necessary for the regulations to come into force without delay, subject to the made affirmative procedure. (7) Where regulations under this paragraph are subject to the made affirmative procedure the statutory instrument containing the regulations must be laid before Parliament (8) Regulations contained in a statutory instrument laid before Parliament under sub- paragraph (7) cease to have effect at the end of the period of 28 days beginning with the day on which the instrument is made unless, during that period, the instrument is approved by a resolution of each House of Parliament. (9) In calculating the period of 28 days, no account is to be taken of any whole days that fall within a period during which— (a) Parliament is dissolved or prorogued, or (b) either House of Parliament is adjourned for more than four days. (10) If regulations cease to have effect as a result of sub-paragraph (8), that does not— (a) affect the validity of anything previously done under the regulations, or (b) prevent the making of new regulations. I869 Sch. 11 para.
153 not in force at Royal Assent, see s. 86(3) I870 Sch. 11 para. 153 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) “Bank” means the Bank of England; “bridge central counterparty” has the meaning given by paragraph 29(1); “cash call instrument” has the meaning given by paragraph 32; “CCP” means a recognised central counterparty (see paragraph 155); “CCP group company” has the meaning given by paragraph 156; “central counterparty” means a body corporate or an unincorporated association which interposes itself between the counterparties to the

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 contracts traded on one or more financial markets, becoming the buyer to every seller and the seller to every buyer; “clearing member” has the meaning given in Article 2 of EMIR and, unless otherwise provided, includes an interoperable CCP; “clearing” and “clearing services”, in relation to a CCP, have the meaning given by section 313 of FSMA 2000; “critical clearing services” means clearing services the withdrawal of which the Bank considers may threaten the stability of the UK financial “director” includes, in relation to a CCP which has no board of directors, a member of the equivalent management body responsible for the management of the CCP concerned; “EMIR” means Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties “employee” includes the holder of an office; “extraordinary public financial support” means financial assistance that is provided by the Treasury or the Bank in order to preserve or restore the viability, liquidity or solvency of a CCP, a CCP group company or a group which includes a CCP, other than— (a) ordinary market assistance offered by the Bank on its usual terms, or (b) a liquidity facility which is provided— (i) to a CCP that is facing temporary liquidity problems but is (ii) by the Bank on its own initiative and on its own terms; “financial assistance” has the meaning given by paragraph 152; “group” has the meaning given by section 474 of the Companies Act “instrument of control” has the meaning given by paragraph 38; “interoperable CCP” means a CCP with which an interoperability arrangement (within the meaning of Article 2 of EMIR) has been established; “parent” means a parent undertaking within the meaning given by section 1162 of the Companies Act 2006; “partial property transfer” has the meaning given by paragraph 75(1); “PRA-authorised person” has the meaning given by section 2B(5) of “recognition requirements” means the requirements resulting from “resolution instrument” has the meaning given by paragraph 79; “securities” has the meaning given by paragraph 40; “service contract” has the meaning given by section 227 of the Companies “senior manager”, in relation to a CCP, means a person who— (a) exercises executive functions within that CCP, and (b) is responsible, and directly accountable to the directors, for the day to “special resolution objectives” means the objectives set out in

366 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 “stabilisation instrument” has the meaning given by paragraph 84; “stabilisation options” means the options described in paragraph 1(3); “stabilisation powers” means the powers described in paragraph 1(4); “subsidiary” means a subsidiary undertaking within the meaning given by section 1162 of the Companies Act 2006. “tear-up instrument” has the meaning given by paragraph 31; “third-country instrument” has the meaning given by paragraph 145; “third-country resolution action” has the meaning given by (a) in relation to a share transfer instrument, means the date on or at which a share transfer instrument (or the relevant part of it) takes effect, or (b) in relation to a property transfer instrument, means the date on or at which a property transfer instrument (or the relevant part of it) takes “UK financial system” has the meaning given by section 1I of FSMA “variation instrument” has the meaning given by paragraph 33; “write-down instrument” has the meaning given by paragraph 34. I871 Sch. 11 para. 154 not in force at Royal Assent, see s. 86(3) I872 Sch. 11 para. 154 in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(xiii) Recognised central counterparty 155 (1) In this Schedule “recognised central counterparty” has the meaning given by (2) But “recognised central counterparty” does not include a recognised clearing house (within the meaning of section 285 of FSMA 2000) which is also— (b) a building society (within the meaning of section 119 of the Building (c) a credit union (within the meaning of section 31 of the Credit Unions Act 1979 or Article 2(2) of the Credit Unions (Northern Ireland) Order 1985), or (3) Where a stabilisation power is exercised in respect of a recognised central counterparty, the body does not cease to be a recognised central counterparty for the purposes of this Schedule if the recognition order under Part 18 of FSMA 2000 is I873 Sch. 11 para. 155 not in force at Royal Assent, see s. 86(3) I874 Sch. 11 para. 155 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 “CCP group company”, etc 156 (1) In this Schedule “CCP group company” means an undertaking— (a) which is (or, but for the exercise of a stabilisation power, would be) in the (b) in respect of which any conditions specified in regulations made by the (2) Regulations under this paragraph may require the Bank to consult specified persons before determining whether the conditions are met. (3) Regulations under this paragraph are subject to the affirmative procedure. (4) Undertakings are in the same group for the purposes of paragraph 117 and this paragraph if they are group undertakings in respect of each other. (5) Expressions defined in the Companies Act 2006 have the same meaning in paragraph 117 and this paragraph as in that Act. I875 Sch. 11 para. 156 not in force at Royal Assent, see s. 86(3) I876 Sch. 11 para. 156 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 157 (1) There is to be paid out of money provided by Parliament expenditure incurred— (a) by the Treasury, or by the Secretary of State with the consent of the Treasury, in respect of, or in connection with giving, financial assistance to or in respect of a CCP (other than in respect of loans made in accordance with (b) by the Treasury in respect of financial assistance to the Bank in connection (2) For the purpose of sub-paragraph (1)(a) expenditure is incurred in respect of financial assistance in respect of CCPs if it is incurred in respect of an activity, transaction or arrangement, or class of activity, transaction or arrangement, which is expected to facilitate any part of the business of one or more CCPs; and for that purpose it (a) whether or not that is the sole or principal expected effect of the activity, transaction or arrangement, or (b) whether the sole or principal motive for the activity, transaction or (ii) its effect on the economy as a whole, (iii) its effect on a particular industry or sector of the economy, or (iv) its effect on clearing members of CCPs. 368 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) In this paragraph “financial assistance” has the meaning given by paragraph 152 (and regulations under that paragraph may restrict or expand the effect of sub- (4) Expenditure which could be paid out of money provided by Parliament under sub- paragraph (1) may be charged on and paid out of the Consolidated Fund if the Treasury are satisfied that the need for the expenditure is too urgent to permit arrangements to be made for the provision of money by Parliament. (5) Where money is paid in reliance on sub-paragraph (4) the Treasury must as soon as is reasonably practicable lay a report before Parliament specifying the amount paid (but not the identity of the CCP or other institution to or in respect of which it is paid). (6) If the Treasury think it necessary on public interest grounds, they may delay or dispense with a report under sub-paragraph (5). I877 Sch. 11 para. 157 not in force at Royal Assent, see s. 86(3) I878 Sch. 11 para. 157 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 158 (1) Where the Treasury propose to make a loan to or in respect of a CCP, they may arrange for money to be paid out of the National Loans Fund. (2) The Treasury may make arrangements under sub-paragraph (1) only where they think it necessary to make the loan urgently in order to protect the stability of the UK (3) The Treasury may determine— (a) the rate of interest on a loan, and (b) other terms and conditions. (4) Sums received by the Treasury in respect of loans by virtue of this paragraph must be paid into the National Loans Fund. (5) Neither section 16 of the Banking (Special Provisions) Act 2008 (finance) nor any other enactment restricts the breadth of application of this paragraph. (6) Where money is paid in reliance on sub-paragraph (1) the Treasury must as soon as is reasonably practicable lay a report before Parliament specifying the amount paid (but not the identity of the CCP or other institution to or in respect of which it is paid). (7) If the Treasury think it necessary on public interest grounds, they may delay or dispense with a report under sub-paragraph (6). I879 Sch. 11 para. 158 not in force at Royal Assent, see s. 86(3) I880 Sch. 11 para. 158 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 159 In section 7D of the Bank of England Act 1998 (examination by Comptroller and Auditor General), in subsection (10)— (a) in the definition of “resolution functions” after paragraph (b) insert— “(ba) Schedule 11 to the Financial Services and Markets Act 2023,”; (b) for the definition of “stabilisation powers” substitute— ““stabilisation powers” means a stabilisation power within the meaning given by section 1(4) of the Banking Act 2009 or paragraph 1(4) of Schedule 11 to the Financial Services and Markets Act 2023.” I881 Sch. 11 para. 159 not in force at Royal Assent, see s. 86(3) I882 Sch. 11 para. 159 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Financial Services and Markets Act 2000 160 (1) FSMA 2000 is amended as follows. (2) In section 77 (discontinuance and suspension of listing), in subsection (3A), after “2009” insert “or paragraph 44 or 65 of Schedule 11 to the Financial Services and (3) In section 78 (discontinuance or procedure)— (a) in subsection (10)(a), after “2009,” insert “or paragraph 44 or 65 of Schedule 11 to the Financial Services and Markets Act 2023”; (b) in subsection (14), after “2009” insert “or paragraph 44 or 65 of Schedule 11 to the Financial Services and Markets Act 2023”. (4) In section 133 (proceedings before general provision), in subsection (1)(c) for “or the Banking Act 2009” substitute “, the Banking Act 2009 or the Financial Services and Markets Act 2023”. (5) In section 133B (offences), in subsection (1)(c) for “or the Banking Act 2009” substitute “, the Banking Act 2009 or the Financial Services and Markets Act 2023”. I883 Sch. 11 para. 160 not in force at Royal Assent, see s. 86(3) I884 Sch. 11 para. 160 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 161 (1) The Companies Act 2006 is amended as follows. 370 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) In Part 2 of Schedule 2 (specified descriptions of disclosures for the purposes of section 948), in paragraph 49(c) for “or the Banking Act 2009” substitute “, the Banking Act 2009 or the Financial Services and Markets Act 2023”. (3) In Part 2 of Schedule 11A (specified descriptions of disclosures for the purposes of section 1224A), in paragraph 71(c) for “or the Banking Act 2009” substitute “, the Banking Act 2009 or the Financial Services and Markets Act 2023”. I885 Sch. 11 para. 161 not in force at Royal Assent, see s. 86(3) I886 Sch. 11 para. 161 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) 162 (1) The Banking Act 2009 is amended as follows. (3) In section 2 (interpretation: bank), omit subsection (9). (4) In section 39A (banks which are recognised central counterparties)— (a) for “Sections 89C to 89E” substitute “Paragraphs 59, 60 and 108 of Schedule 11 to the Financial Services and Markets Act 2023”; (b) for “section 89G(2)” substitute “paragraph 155(2) of Schedule 11 to that (5) In section 75 (power to change law), in subsection (5) omit paragraph (cb). (6) Omit sections 89B to 89G and the cross-heading preceding section 89B. (a) “PRA-authorised person”, and (b) “recognised central counterparty”. I887 Sch. 11 para. 162 not in force at Royal Assent, see s. 86(3) I888 Sch. 11 para. 162 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) (with reg. 14) 163 (1) The Financial Services Act 2012 is amended as follows. (2) In section 57A (duty of Bank to provide information required by Treasury)— (a) in subsection (2) after “credit union” insert “, recognised central

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) in subsection (5) after “credit union” insert “, recognised central (c) in subsection (5)(b), after “2009” insert “or in Schedule 11 to the Financial Services and Markets Act 2023”; (d) in subsection (7), after the definition of “public funds” insert— ““recognised central counterparty” has the meaning given by (3) In section 58 (duty of Bank to notify Treasury of possible need for public funds)— (a) in subsection (4) after “2009” insert “or under Schedule 11 to the Financial Services and Markets Act 2023”; (i) in the opening words, after “Scheme” insert “or any scheme established under paragraph 87 of Schedule 11 to the Financial Services and Markets Act 2023”; (ii) in the closing words, after “Scheme” insert “or any scheme established under paragraph 87 of Schedule 11 to the Financial Services and Markets Act 2023”. (4) In section 61 (Treasury power of direction), in subsection (2)(b)— (a) after “2009” insert “or paragraph 1(4) of Schedule 11 to the Financial Services and Markets Act 2023”; (b) for “that Act” substitute “the Banking Act 2009”. I889 Sch. 11 para. 163 not in force at Royal Assent, see s. 86(3) I890 Sch. 11 para. 163 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Financial Services (Banking Reform) Act 2013 164 (1) The Financial Services (Banking Reform) Act 2013 is amended as follows. (2) In Schedule 2 omit paragraph 9. (3) In Schedule 10 omit paragraph 7. I891 Sch. 11 para.
164 not in force at Royal Assent, see s. 86(3) I892 Sch. 11 para. 164 in force at 31.12.2023 by S.I. 2023/1382, reg. 8(b) Modified application of corporate law to CCPs in resolution 165 (1) The Treasury may by regulations provide for a relevant enactment to apply for the purposes of this Schedule with or without modifications. (2) In this paragraph “relevant enactment” means any provision made by or under— (a) the Company Directors Disqualification Act 1986;

372 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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 (f) the Bank Recovery and Resolution (No.2) Order 2014 (S.I. 2014/3348); (g) the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)); (h) the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. (3) Regulations under this paragraph are subject to the affirmative procedure. I893 Sch. 11 para. 165 not in force at Royal Assent, see s. 86(3) I894 Sch. 11 para. 165 in force at 29.8.2023 by S.I. 2023/779, reg. 4(ddd)(xiv) 1 (1) Part 24 of FSMA 2000 (insolvency) is amended as follows. (2) In section 360 (application of Part 2 of 1986 Act or Part 3 of 1989 Order (administration) to insurers), at the end insert— “(4) Subsection (5) applies where, by virtue of an order under this section, a person may be appointed as administrator of an insurer. (5) While a write-down order under section 377A has effect in relation to an insurer, a person may not be appointed as administrator of the insurer without (3) Omit section 377 (reducing the value of contracts instead of winding up). (4) Before section 378 (treatment of assets on winding up) insert— (1) A “write-down order” is an order of the court directing that the value of one or more of an insurer’s liabilities is reduced on such terms as may be (2) The court may make a write-down order in relation to an insurer if it is

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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 insurer is, or is likely to become, unable to pay its debts (within the meaning given to that expression by section 123 of the 1986 Act or Article 103 of the 1989 Order), and (b) making the order is reasonably likely to lead to a better outcome for the insurer’s policyholders and other creditors (taken as a whole) (a) takes effect on the later of— (i) the date specified in the order, and (ii) the date on which the appointment of a person to act as the manager of the order first takes effect (see section 377G(7)); (b) ceases to have effect in accordance with section 377H; (c) may be revoked or varied in accordance with section 377I. (4) A write-down order may not be made in relation to an insurer— (a) which is in administration (within the meaning of Schedule B1 to the 1986 Act or Schedule B1 to the 1989 Order), or (b) which is in liquidation by virtue of— (i) a resolution for voluntary winding up, or (ii) a winding-up order under section 125 of the 1986 Act or Article 105 of the 1989 Order. (5) A write-down order may not reduce the value of an excluded liability (within the meaning given by section 377B). (6) A liability, to the extent of its reduction by a write-down order under this section, is to be treated as extinguished unless and until revived by (7) In this section, “creditor” includes a contingent or prospective creditor. (1) Each of the following is an “excluded liability”— (a) a liability with an original maturity of less than 7 days; (b) an amount payable in respect of goods delivered, or a service provided, on or after the date on which the write-down order is made; (c) an amount in respect of remuneration or expenses of a person appointed under section 377G to act as the manager of the write- down order (including amounts incurred before, as well as after, the person’s appointment in connection with the order or the application (d) an amount secured on property of any kind, other than an amount secured by a charge which, as created, was a floating charge; (e) an amount payable in respect of wages or salary arising under a (f) a contribution or other sum payable in respect of an occupational (g) an amount payable in respect of redundancy payments;

374 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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 (h) an amount payable under a contract or other instrument involving “contract or other instrument involving financial services” has the meaning given by Schedule ZA2 to the 1986 Act, but does not include an agreement which is, or forms part of, an arrangement involving the issue of a capital market investment (see paragraph 6 “floating charge” has the meaning given by section 251 of the 1986 Act or paragraph (1) of Article 5 of the 1989 Order; (a) a redundancy payment under Part 11 of the Employment Rights Act 1996 or Part 12 of the Employment Rights (Northern Ireland) Order 1996 (S.I. 1996/1919 (N.I. 16)), or (b) a payment made to a person who agrees to the termination of their employment in circumstances where they would have been entitled to a redundancy payment under that Part if (a) a sum payable in respect of a period of holiday; (b) a sum payable in respect of a period of absence through illness (c) a sum payable in lieu of holiday. 377C Application for a write-down order (1) An application to the court for a write-down order in relation to an insurer (d) a shareholder of the insurer; (e) a policyholder or other creditor (including a contingent or prospective creditor) of the insurer. (2) An application for a write-down order may not be withdrawn without the (3) A person other than the PRA or the Treasury— (a) must obtain the consent of the PRA before making an application (b) must notify the PRA before seeking the court’s permission to withdraw an application for a write-down order. (4) Consent under subsection (3)— (b) must be filed with the court with the relevant application. (5) The PRA must consult the FCA before— (a) making an application for a write-down order, or

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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) giving or refusing consent for a person to make an application for 377D Powers of the FCA and PRA to participate in proceedings (1) This section applies if an application is made to the court for a write-down (2) The FCA and the PRA are entitled to be heard— (a) at any hearing relating to the application, and (b) if an order is made, at any hearing relating to the order. (3) Any notice or other document required to be sent to a creditor of the (a) in relation to the application, or (b) if an order is made, in relation to the order, must also be sent to the FCA and the PRA. On an application for a write-down order, the court may— (a) if, on hearing the application, it is satisfied of the matters in section 377A(2), make a write-down order in the terms sought, or in such other terms as the court thinks appropriate; (c) adjourn the hearing conditionally or unconditionally; (d) make any other order which the court thinks appropriate. (1) This section applies where a write-down order is made in relation to an (2) As soon as reasonably practicable after the order is made, the insurer must notify the FCA, the PRA and each affected person that the order has been (3) An “affected person” is a person of a description specified in rules made by the PRA for the purposes of this section. (4) Notification under this section— (a) must include such other information as may be specified in rules made by the PRA for the purposes of this section, and (b) must be given in such form and manner as may be specified in rules made by the PRA for the purposes of this section. (5) Failure to notify an affected person in accordance with this section, or rules made by the PRA for the purposes of this section, does not affect the validity of the write-down order in relation to that person or any other person. 376 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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 (1) The court may by order appoint one or more eligible persons to act as the manager of a write-down order (“the manager”). (2) An order under subsection (1) may— (a) be made at the same time as the write-down order or at a later date (b) appoint a person in addition to or instead of a person who is for the (c) give such directions about the carrying out of the person’s functions as the manager as the court thinks appropriate. (3) The court may by order terminate the appointment of a person who is for the time being appointed to act as the manager of a write-down order. (4) Sections 377C and 377D apply to an application to the court for an order under subsection (1) or (3) as they apply to an application for a write-down (a) if the application is for the appointment of a person in addition to, or instead of, a person for the time being appointed, section 377C(1) applies as if the persons mentioned included a person for the time (b) section 377C(2) does not apply.
(5) The court may appoint a person to act as the manager of a write-down order (a) the PRA has provided the court with a statement that the person is (b) the person has provided the court with a statement that the person (6) Where it is proposed that more than one person should act as the manager, the statement under subsection (5)(b) must specify— (a) which of the functions of the manager (if any) are to be exercised by the persons acting jointly, and (b) which of the functions of the manager (if any) are to be exercised (7) The appointment of a person to act as the manager— (a) takes effect at the time specified in the order by which the person (b) ceases to have effect at the time specified in the order by which the person’s appointment is terminated (whether by being replaced by (8) Schedule 19A makes further provision about the manager of a write-down

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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 377H Write-down order ceasing to have effect (1) A reduction in the value of a liability of an insurer under a write-down order (a) on such date as may be specified in the order (and different dates may be specified in relation to different liabilities or liabilities of (b) if earlier, or if no such date is specified, the date on which a termination event happens (or, if more than one termination event happens, the earliest of those dates). (a) the first column specifies each event which is a termination event for the purposes of this section, and (b) the second column specifies, in relation to each termination event, the date on which the event happens for the purposes of this section. (b) varied so as to remove the liability by an order under section 377I (a) The date specified in the order under section 377I as the date on which the revocation or variation is (b) if no date is specified, the date on which the order under section 377I The insurer ceasing to have permission under Part 4A to carry out contracts of The date on which the withdrawal of The transfer of the liability in question pursuant to an insurance business transfer scheme which has effect in accordance with an order under section 111(1) The date on which the transfer takes effect The making of a winding-up order against The date on which the order is made The voluntary winding up of the insurer The date on which the liquidator is The coming into force of a voluntary arrangement (under Part 1 of the 1986 Act or Part 2 of the 1989 Order) in relation to The date on which the voluntary The insurer entering administration The date on which the appointment of an (3) Where a write-down order is varied, this section applies as if references to the write-down order were to the order as varied. 378 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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 377I Variation or revocation of a write-down order (a) revoke a write-down order, or (b) vary (or further vary) a write-down order. (2) Section 377A(2)(b) applies to the making of an order under this section as it applies to the making of the write-down order. (3) In varying (or further varying) a write-down order the court may, in (a) remove one or more of the insurer’s liabilities from the scope of the order (but removing all such liabilities from the scope of the order takes effect as a termination of the order); (b) bring one or more of the insurer’s liabilities within the scope of the order (on such terms as the court may specify); (c) further reduce the value of one or more of the insurer’s liabilities; (d) increase the value of one or more of the insurer’s liabilities to any amount less than the value the liability had before the write-down (e) vary any term specified in the order, including the period for which a reduction in the value of a liability has effect; (f) make any other order that the court thinks appropriate.
(4) Sections 377C to 377F apply to an application for an order under this section as they apply to an application for a write-down order but with the following (a) section 377C(1) applies as if the list of persons entitled to make an (ii) the scheme manager of the Financial Services Compensation Scheme (see section 212(1)); (iii) a person appointed under section 377G to act as the manager (b) if the person making the application is the scheme manager of the Financial Services Compensation Scheme, section 377C(3) does not (5) The scheme manager of the Financial Services Compensation Scheme must consult the FCA and the PRA before making an application to vary or revoke (6) Where a provisional liquidator of the insurer has been appointed under section 135 of the 1986 Act or Article 115 of the 1989 Order, a person appointed to act as the manager of a write-down order must obtain the consent of the provisional liquidator before making an application for an 377J Further provision about write-down orders

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 19A – The manager of a write-down order 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) Part 1 makes provision about the enforcement of a liability of an insurer while a write-down order has effect; (b) Part 2 makes provision about the disposal of an insurer’s assets and the making of certain payments by an insurer while a write-down (c) Part 3 makes provision about the treatment of an insurer’s liabilities for the purposes of certain provisions relating to insolvency while a (d) Part 4 makes provision about interest payable in respect of liabilities reduced under a write-down order or prevented from being enforced while a write-down order has effect.” I895 Sch. 12 para.
1 in force at 29.8.2023, see s. 86(2)(e) 2 After Schedule 19 to FSMA 2000 (competition information), insert— 1 (1) This Schedule applies where— (a) a write-down order has been made under section 377A in (b) one or more persons have been appointed under section 377G to act as the manager of the order. (2) Where only one person acts as the manager, a reference in this Schedule to “the manager” is to that person.
(3) Where two or more persons act jointly as the manager— (a) a reference in this Schedule to the manager is a reference to those (b) where an offence of omission is committed by the manager, each of the persons appointed to act jointly— (ii) may be proceeded against and punished individually. (4) Where persons act jointly in respect of only some of the functions of the manager, sub-paragraph (3) applies only in relation to those functions.
380 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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) Where two or more persons act concurrently as the manager, a reference in this Schedule to the manager is a reference to any of the persons appointed (or any combination of them). (6) In this Schedule, “creditor” includes a contingent or prospective creditor. 2 The manager is an officer of the court. Monitoring the insurer’s affairs 3 (1) The manager must monitor the insurer’s affairs for the purpose of (a) it remains the case that the write-down order is reasonably likely to lead to a better outcome for the insurer’s policyholders and other creditors (taken as a whole) than if the write-down order (b) that will remain the case, or once again be the case, if the directors of the insurer were to take certain action or refrain from (2) If the manager forms the view mentioned in sub-paragraph (1)(b), the manager may make such recommendations to the directors of the insurer as the manager thinks appropriate. (3) In forming a view mentioned in sub-paragraph (1), the manager is entitled to rely on information provided by the insurer, unless the manager has reason to doubt its accuracy. (4) If directed to do so by the FCA or the PRA, the manager must provide a report to that regulator on such matters relating to the insurer’s affairs, and at such intervals, as that regulator may specify. Application by manager to revoke or vary a write-down order 4 (1) This paragraph applies if the manager forms the view that it is in the interests of the insurer’s policyholders and other creditors (taken as a whole) for the write-down order to be— (b) varied in one or more respects. (2) The manager must apply to the court for such orders (whether under section 377I or otherwise) as the manager thinks likely to achieve the best outcome for the insurer’s policyholders and other creditors (taken (3) In forming the view mentioned in sub-paragraph (1), the manager may have regard, among other things— (a) to whether recommendations under paragraph 3(2) have been made (and if so, whether they have been acted upon);

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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) to whether recommendations, or further recommendations, under paragraph 3(2) could be made (and if so, the likelihood that they will be acted upon). Provision of information and assistance to the manager 5 (1) The manager may require a relevant person to provide such information or assistance as the manager may reasonably require for the purpose of carrying out the manager’s functions. (2) Each of the following is a “relevant person” for these purposes— (a) a director of the insurer, or of a body corporate in the same group (b) an employee of the insurer, or of a body corporate in the same (c) a person providing a service to the insurer, or to a body corporate in the same group as the insurer; (d) a person who has at any relevant time been a person falling within paragraph (a), (b) or (c). (3) A relevant person must comply with a requirement under this paragraph to provide information as soon as is practicable. (4) The obligation imposed by sub-paragraph (3) is enforceable, on the (b) in Scotland, by an order for specific performance under section 45 of the Court of Session Act 1988. Application by manager for directions 6 The manager may apply to the court for directions about the carrying out Challenges to the manager’s actions 7 (1) Any of the following persons may apply to the court on the ground that an act, omission or decision of the manager has unfairly harmed the (a) a director of the insurer; (b) a shareholder of the insurer; (c) a policyholder or other creditor of the insurer; (d) any other person affected by the write-down order. (2) Any of the following persons may apply to the court on the ground that an act, omission or decision of the manager is not in the interests of the insurer’s policyholders and other creditors (taken as a whole)— (c) the scheme manager of the Financial Services Compensation (d) a provisional liquidator of the insurer. 382 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 19B – Further provision about write-down orders 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) Before making an application under sub-paragraph (2)— (a) the FCA must consult the PRA; (b) the PRA must consult the FCA; (c) the scheme manager of the Financial Services Compensation Scheme must notify the FCA and the PRA.
(4) On an application under this paragraph the court may— (a) confirm, reverse or modify any act or decision of the manager, (b) give the manager directions, or (c) make such other order as the court thinks appropriate (but may not, under this paragraph, order the manager to pay any (5) Where an application under this paragraph relates to a failure by the manager to apply to the court for the variation or termination of the write- down order, the court may treat the application as an application for an order under section 377I made by a person entitled to apply for an order I896 Sch. 12 para. 2 in force at 29.8.2023, see s. 86(2)(e) 3 After Schedule 19A to FSMA 2000 (the manager of a write-down order), inserted by Part 2 of this Schedule, insert— Application of this Part of this Schedule 1 (1) This Part of this Schedule applies in relation to an insurer— (i) beginning with the date on which an application is made for a write-down order in relation to the insurer, and (ii) ending with the date on which the order is made or the application is withdrawn or dismissed;

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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) beginning with the date on which a write-down order is made in relation to the insurer, and (ii) ending with the last day of the period of six months beginning with the day on which the write-down order takes effect (see section 377A(3)(a)); (c) during such further period as the court may order. (2) This Part of this Schedule ceases to apply— (a) where the court orders that it should cease to apply (and in accordance with the terms of the order), or (b) where the write-down order ceases to have effect (because, in accordance with section 377H, each reduction in the value of a liability of the insurer ceases to have effect). (a) may make an order under sub-paragraph (1)(c) or (2)(a) only on an application by a person mentioned in sub-paragraph (4); (b) may not specify in an order under sub-paragraph (1)(c) a period longer than six months (but may make one or more further such (a) a person entitled to make an application for a write-down order in relation to the insurer (see section 377C(1)); (b) a person appointed under section 377G to act as the manager of (c) a provisional liquidator of the insurer; (5) Before making an application for an order under this Part of this (a) a person other than the PRA or the Treasury must consult the (b) the PRA must consult the FCA. 2 (1) Where this Part of this Schedule applies in relation to an insurer, except with the permission of the court— (a) no step may be taken to enforce security over the insurer’s (b) no step may be taken to repossess goods in the insurer’s possession under a hire-purchase agreement; (c) a landlord may not exercise a right of forfeiture by peaceable re- entry in relation to premises let to the insurer; (d) in Scotland, a landlord may not exercise a right of irritancy in relation to premises let to the insurer; (e) no legal process (including legal proceedings, execution, distress or diligence) may be instituted, carried out or continued against the insurer or its property. 384 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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 court gives permission for something to be done that would otherwise be prevented by this paragraph, it may impose a condition on, or a requirement in connection with, the permission. (3) In this paragraph, “landlord” includes a person to whom rent is payable. 3 (1) This Part of this Schedule does not apply in relation to— (a) arrangements entered into after the date on which this Part of this Schedule first applied in relation to the insurer; (b) employment tribunal proceedings or any legal process arising (c) proceedings, not within paragraph (b), involving a claim between an employer and a worker. (2) Nothing in this Part of this Schedule— (a) prevents the FCA or the PRA from exercising a function it has in relation to the insurer or any other person; (b) prevents a consumer from taking steps to enforce a money award or direction under section 229 or 404B. (3) Nothing in this Part of this Schedule affects the operation of— (a) Part 7 of the Companies Act 1989 (financial markets and (b) the Financial Markets and Insolvency Regulations 1996 ( S.I. (c) the Financial Markets and Insolvency (Settlement Finality) Regulations 1999 (S.I. 1999/2979); (d) the Financial Collateral Arrangements (No.2) Regulations 2003 (4) The Treasury may by regulations amend sub-paragraph (3).
“agency worker” has the meaning given by section 13(2) of the Employment Relations Act 1999; “arrangements” includes any agreement, understanding, scheme, transaction or series of transactions; (a) in relation to an agency worker, has the meaning given by section 13(2) of the Employment Relations Act 1999; (b) otherwise, has the meaning given by section 230(4) of the “worker” means an individual who is— (a) a worker within the meaning of section 230(3) of the Employment Rights Act 1996, or

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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 Application of this Part of this Schedule 4 This Part of this Schedule applies while a write-down order has effect in relation to one or more liabilities of an insurer. 5 The insurer may not dispose of, or otherwise deal with, any of its assets (whether in the United Kingdom or elsewhere) except— (a) in the ordinary way of the insurer’s business, or (b) with the consent of the PRA. 6 The insurer may not pay variable remuneration that is not regulated by a collective bargaining agreement, except with the consent of the PRA. 7 The insurer may not make a distribution, within the meaning of Part 23 of the Companies Act 2006, except with the consent of the PRA. Application of this Part of this Schedule 8 (1) This Part of this Schedule applies in relation to a liability of an insurer while the value of the liability is reduced under a write-down order. (2) Where the write-down order is varied, this Part of this Schedule applies as if references to the write-down order were to the order as varied. Relevant insolvency provisions 9 (1) In determining the value of the liability for the purposes of a relevant insolvency provision, no account is to be taken of the contingent or prospective value of the liability, or interest on the liability, arising from any expectation that the write-down order will be varied, further varied or cease to have effect (whether in relation to the liability or generally). (2) The relevant insolvency provisions are— (a) section 123 of the 1986 Act or Article 103 of the 1989 Order, or any statutory provision which applies that section or that Article;

386 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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) Article 11 of Commission Delegated Regulation (EU) 2015/35 of 10 October 2014 supplementing Directive 2009/138/EC of the European Parliament and of the Council on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency (c) PRA rules applicable to non-directive insurers, within the meaning given by the Rulebook made by the PRA under this Act (as that Rulebook has effect from time to time). (3) The Treasury may by regulations amend sub-paragraph (2). 10 (1) This paragraph applies where— (a) the liability is a liability under a contract of insurance the insurer carries out as principal (“contract A”), and (b) the insurer enters into a reinsurance contract under which contract A, or any liability under contract A, is reinsured (2) In determining the value of the liability for the purposes of contract B, no account is to be taken of the reduction in value of the liability under 11 (1) This Part of this Schedule applies where— (a) the value of a liability of an insurer is reduced under a write- (b) while the write-down order has effect in relation to the liability, an amount of the liability is due and payable (or would be due and payable but for the write-down order), and (c) the amount remains due and payable after the reduction ceases (2) The amount carries statutory interest, within the meaning of the Late Payment of Commercial Debts (Interest) Act 1998, for the period— (a) beginning with the date on which the write-down order took effect or, if later, the date on which the amount became due and payable (or would have become due and payable but for the (b) ending with the day on which the amount is paid. (3) Where a write-down order is varied, this section applies as if references to the write-down order were to the order as varied.” I897 Sch. 12 para. 3 in force at 29.8.2023, see s. 86(2)(e)

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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 Part 15 of FSMA 2000 (the Financial Services Compensation Scheme) is amended I898 Sch. 12 para.
4 in force at 29.8.2023, see s. 86(2)(e) 5 After section 217 (insurers in financial difficulties) insert— “217ZA Insurers subject to write-down orders (1) The compensation scheme must include provision requiring the scheme manager to take specified measures for safeguarding policyholders affected (2) A person (“P”) is a policyholder affected by a write-down order if— (a) P is a policyholder of an insurer in respect of whom a write-down (b) the value of any thing to which P is (or may become) entitled, in P’s capacity as a policyholder of the insurer, is reduced under the write- (3) Measures specified by virtue of subsection (1) must, in particular, require financial assistance to be given to insurers subject to write-down orders for the purpose mentioned in subsection (4). (4) The purpose is to enable payments to be made to affected policyholders in respect of the reduction in value of their entitlements (or contingent entitlements), as mentioned in subsection (2)(b). (5) Financial assistance given under this section— (a) must not be used for any purpose other than the purpose mentioned (b) is not to be taken into account, to any extent, in valuing the assets of the insurer for any purpose. (6) Measures taken by the scheme manager by virtue of this section are in addition to any measures the scheme manager may take under powers provided by virtue of section 217(1). (7) In this section and section 217ZB— “insurer” means a relevant person who has permission to carry “write-down order” means an order under section 377A (as it has effect in accordance with section 377H). 388 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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 217ZB Recovery of financial assistance under section 217ZA (1) The compensation scheme may make provision giving the scheme manager a right of recovery in respect of financial assistance given to an insurer by (2) Any right of recovery the scheme manager has in respect of financial assistance given to an insurer by virtue of subsection (1) must not be exercised against a policyholder of the insurer. (3) Subsection (4) applies where, by virtue of subsection (1), the scheme manager has a right of recovery in respect of financial assistance given to (4) In valuing the insurer’s liabilities for the purposes of a relevant insolvency provision, no account is to be taken of any expectation that the right will be (5) In subsection (4), “relevant insolvency provision” has the same meaning as in paragraph 9 of Schedule 19B (treatment of written-down liabilities for purposes of relevant insolvency provisions).” I899 Sch. 12 para. 5 in force at 29.8.2023, see s. 86(2)(e) 6 In section 219 (scheme manager’s power to require information), in subsection (1A), after paragraph (b) insert— “(ba) on a person (P) who is an insurer who has been given financial assistance under section 217ZA,”. I900 Sch. 12 para. 6 in force at 29.8.2023, see s. 86(2)(e) 7 After section 220 (scheme manager’s power to inspect information held by “220A Power to inspect information held by write-down manager (1) For the purpose of assisting the scheme manager to discharge its functions under section 217ZA or 217ZB in relation to an insurer, a person to whom this section applies must permit a person authorised by the scheme manager to inspect relevant documents. (2) This section applies to a person appointed under section 377G to act as the manager of a write-down order which has effect in relation to the insurer. (3) A person inspecting a document under this section may take copies of, or

Financial Services and Markets Act 2023 (c. 29) SCHEDULE 12 – Write-down orders 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 I901 Sch. 12 para. 7 in force at 29.8.2023, see s. 86(2)(e) 8 FSMA 2000 is amended as follows. I902 Sch. 12 para. 8 in force at 29.8.2023, see s. 86(2)(e) 9 (1) Section 348 (restrictions on disclosure of confidential information by FCA, PRA etc) (2) After subsection (2) insert— “(2A) Where the primary recipient is a person appointed under section 377G to act as the manager of a write-down order, subsection (2)(b) has effect as if the reference to the discharge of functions of the FCA, PRA or Secretary of State were to the functions of that person.” (3) In subsection (5), after paragraph (d) insert— “(da) a person appointed under section 377G to act as the manager of a I903 Sch. 12 para. 9 in force at 29.8.2023, see s. 86(2)(e) 10 In section 429 (Parliamentary control of statutory instruments), in subsection (2B), “(d) provision made under paragraph 3(4) or 9(3) of Schedule 19B;”. I904 Sch. 12 para. 10 in force at 29.8.2023, see s. 86(2)(e) 11 In Schedule 1ZB (the PRA), in paragraph 33(2) (exemption from liability in damages), for “and 284” insert “, 284 and 377G”. I905 Sch. 12 para. 11 in force at 29.8.2023, see s. 86(2)(e)

390 Financial Services and Markets Act 2023 (c. 29) SCHEDULE 13 – Insurers in financial enforcement of contracts Document 2025-04-01 This version of this Act contains provisions that are prospective.