Postal Services Bill (HL Bill 66)

(a) contain incidental, supplementary, consequential, transitional,
transitory or saving provision, and

(b) make different provision for different cases or circumstances.

(2) Nothing in paragraphs 13 to 17 limits sub-paragraph (1).

(3) 5In those paragraphs any reference to a transfer in accordance with a postal
transfer scheme includes the creation in accordance with a postal transfer
scheme of an interest, right or liability.

13 (1) A postal transfer scheme may provide, in relation to transfers in accordance
with the scheme—

(a) 10for a new company to be treated as the same person in law as the old
company,

(b) for agreements made, transactions effected or other things done by
or in relation to the old company to be treated, so far as may be
necessary for the purposes of or in connection with the transfers, as
15made, effected or done by or in relation to a new company,

(c) for references in any document to the old company, or to an
employee or office holder of it, to have effect, so far as may be
necessary for the purposes of or in connection with any of the
transfers, with such modifications as are specified in the scheme, and

(d) 20for proceedings commenced by or against the old company to be
continued by or against a new company.

(2) In sub-paragraph (1)(c) “document” includes an agreement or instrument,
but does not include an enactment.

14 (1) A postal transfer scheme may contain provision about—

(a) 25the transfer of foreign property, rights and liabilities, and

(b) the creation of foreign rights, interests and liabilities.

(2) For this purpose property, or a right, interest or liability, is “foreign” if an
issue relating to it arising in any proceedings would (in accordance with the
rules of private international law) be determined under the law of a country
30or territory outside the United Kingdom.

15 (1) A postal transfer scheme may contain provision for and in connection with
the payment of compensation to persons other than the old company and a
new company if their property, rights, interests or liabilities have been
affected by (or as a result of) a postal transfer scheme.

(2) 35The provision may provide for the appointment of an arbitrator to
determine disputes about compensation.

16 A postal transfer scheme may make provision for disputes as to the effect of
the scheme—

(a) between different new companies, or

(b) 40between the old company and a new company,

to be referred to such arbitration as may be specified in or determined under
the scheme.

17 (1) This paragraph applies if, in consequence of a postal transfer scheme, a
person (“P”) is entitled to possession of a document relating in part to the
45title to, or to the management of, land or other property.

(2) If the land or other property is in England and Wales—

(a) the scheme may provide for P to be treated as having given another
person an acknowledgement in writing of the other person’s right to
production of the document and to delivery of copies of it, and

(b) section 64 of the Law of Property Act 1925 (production and safe
5custody of documents) is to apply to the acknowledgement and is to
apply on the basis that the acknowledgement does not contain an
expression of contrary intention.

(3) If the land or other property is in Scotland, section 16(1) of the Land
Registration (Scotland) Act 1979 (omission of certain clauses in deeds) has
10effect in relation to the transfer as if—

(a) the transfer had been effected by deed, and

(b) the words “unless specially qualified” were omitted from that
subsection.

(4) If the land or other property is in Northern Ireland—

(a) 15the scheme may provide for P to be treated as having given another
person an acknowledgement in writing of the other person’s right to
production of the document and to delivery of copies of it, and

(b) section 9 of the Conveyancing Act 1881 (which corresponds to
section 64 of the 1925 Act) is to apply to the acknowledgement and is
20to apply on the basis that the acknowledgement does not contain an
expression of contrary intention.

Proof of title by certificate

18 A certificate issued by the Secretary of State to the effect that any property,
interest, right or liability vested (in accordance with a postal transfer
25scheme) in a person specified in the certificate at a time so specified is
conclusive evidence of the matters so specified.

Staff

19 The Transfer of Undertakings (Protection of Employment) Regulations 2006
apply to a transfer (under a postal transfer scheme) of rights and liabilities
30under a contract of employment (whether or not the transfer would
otherwise be a relevant transfer for the purposes of those regulations).

20 If an employee of the old company becomes an employee of a new company
as a result of a postal transfer scheme—

(a) a period of employment with the old company is to be treated as a
35period of employment with the new company, and

(b) the transfer to the new company is not to be treated as a break in
service.

Transfers in case of foreign companies

21 (1) This paragraph applies if the old company is a foreign company.

(2) 40The property, rights and liabilities which may be transferred by a postal
transfer scheme, or in or in relation to which interests, rights or liabilities
may be created by a postal transfer scheme, are confined to—

(a) property of the old company in the United Kingdom,

(b) rights and liabilities arising in relation to its property in the United
45Kingdom, and

(c) rights and liabilities arising in connection with its affairs and
business so far as carried on in the United Kingdom.

Transfers by two or more postal transfer schemes

22 (1) This paragraph applies if there are two or more postal transfer schemes
5making transfers to new companies.

(2) Paragraph 7 has effect as if—

(a) in sub-paragraph (1)(a) the reference to property or rights
transferred in accordance with a postal transfer scheme included
property or rights transferred in accordance with another postal
10transfer scheme, and

(b) in sub-paragraphs (2)(a) and (3) references to a new company
included a company that is a new company for the purposes of
another postal transfer scheme.

(3) Accordingly, in relation to anything done by a postal transfer scheme as a
15result of this paragraph, any reference to a new company in paragraphs 13
to 16 includes a company that is a new company for the purposes of another
postal transfer scheme.

Section 89

SCHEDULE 12 Minor and consequential amendments

20Part 1 Postal Services Act 2000

1 The Postal Services Act 2000 is amended as follows.

2 Omit sections 1 and 3 to 5 (introductory).

3 Omit sections 6 to 41 (licences for postal services).

4 25Omit sections 42 to 50 (the Postal Services Commission).

5 Omit sections 60 to 61A (the Postal Services Commission and the Council).

6 In section 62 (transfer of property etc to nominated company), omit
subsections (1) to (5), (7) and (8).

7 For section 63 substitute—

“63 30Power to direct issue of certain securities etc

(1) This section applies to—

(a) a Post Office company,

(b) a Royal Mail company, or

(c) a company in the same group as a company within
35paragraph (a) or (b),

that is wholly owned by the Crown.

(2) The Secretary of State may direct a company to which this section
applies to issue securities to—

(a) the Secretary of State or the Treasury (or to a nominee of
either of them), or

(b) a parent company that is wholly owned by the Crown.

(3) A direction must specify—

(a) 5the kind and amount of securities to be issued,

(b) the terms of issue, and

(c) the date at or by which the securities must be issued.

(4) Any shares issued in pursuance of a direction under this section are
to be—

(a) 10issued as fully paid, and

(b) treated for the purposes of the Companies Acts as if they had
been paid up by virtue of payment of their nominal value in
cash.

(5) A direction under this section may be given only with the consent of
15the Treasury.

(6) Before giving a direction under this section, the Secretary of State
must consult—

(a) the company to whom the direction is to be given, and

(b) if the company has a parent company, its parent company
20(or, if it has more than one parent company, the parent
company that does not itself have a parent company).”

8 (1) Section 64 (government investment in certain securities) is amended as
follows.

(2) In the heading, for “the Post Office company and its subsidiaries”
25substitute “certain companies”.

(3) In subsection (1), for “the Post Office company or of any of its subsidiaries”
substitute “—

(a) a Post Office company,

(b) a Royal Mail company, or

(c) 30a company in the same group as a company within
paragraph (a) or (b).”

(4) After that subsection insert—

“(1A) Securities acquired under this section may be held by a nominee.”

(5) Omit subsection (3).

9 (1) 35Section 68 (loans by the Secretary of State to the Post Office company etc) is
amended as follows.

(2) In the heading, for “the Post Office company and its subsidiaries”
substitute “relevant companies”.

(3) In subsection (1), for “the Post Office company or any of its subsidiaries”
40substitute “a relevant company”.

(4) After that subsection insert—

“(1A) In this Part “relevant company” means—

(a) a Post Office company,

(b) a Royal Mail company, or

(c) a company that is, or has at any time been, in the same group
as a company within paragraph (a) or (b).”

10 (1) Section 69 (guarantees by the Secretary of State for the Post Office company
5etc) is amended as follows.

(2) In the heading, for “the Post Office company and its subsidiaries”
substitute “relevant companies”.

(3) In subsection (1), for “the Post Office company or any of its subsidiaries”
substitute “a relevant company”.

(4) 10In subsection (3), for “the Post Office company or the subsidiary concerned”
substitute “the relevant company”.

11 (1) Section 70 (extinguishment of certain liabilities) is amended as follows.

(2) In subsections (1) and (2), for “the Post Office company or of any of its
subsidiaries” substitute “a relevant company”.

(3) 15For subsections (3) and (4) substitute—

“(3) Before exercising a power under subsection (1) or (2), the Secretary
of State must consult—

(a) the relevant company, and

(b) if the relevant company has a parent company, its parent
20company (or, if it has more than one parent company, the
parent company that does not itself have a parent company).”

12 In section 71(1) and (2) (limit on loans and other arrangements with
government), for “the Post Office company and any of its subsidiaries”
substitute “relevant companies”.

13 (1) 25Section 72 (reserves of the Post Office company and its subsidiaries) is
amended as follows.

(2) In the heading, for “the Post Office company and its subsidiaries”
substitute “relevant companies”.

(3) In subsection (1)—

(a) 30for “the Post Office company”, in the first place, substitute “a
relevant company that does not have a parent company (“the
relevant company”)”, and

(b) in paragraphs (a), (b) and (c), for “the Post Office company”
substitute “the relevant company”.

(4) 35For subsection (6) substitute—

“(5A) No direction under this section may be given to, or in respect of, a
company that is not wholly owned by the Crown.

(6) Before giving a direction under this section to a company, the
Secretary of State must consult the company.”

14 40In section 73 (statutory accounts of the Post Office company), for “the Post
Office company”, in each place, substitute “the original holding company”.

15 (1) Section 74 (further provisions relating to the capital structure of the Post
Office company) is amended as follows.

(2) In the heading, for “the Post Office company” substitute “certain relevant
companies”.

(3) In subsection (1), for “the Post Office company” substitute “a company
within subsection (1A)”.

(4) 5After that subsection insert—

“(1A) A company is within this subsection if—

(a) it is a relevant company,

(b) it is wholly owned by the Crown, and

(c) it does not have a parent company.”

(5) 10In subsection (3)—

(a) for “The Post Office company” substitute “A company within
subsection (1A)”, and

(b) at the end insert “(or their nominees)”.

(6) In subsection (4), after “the Secretary of State” insert “(or a nominee of the
15Secretary of State)”.

(7) In subsection (7)(b), for “the Post Office company” substitute “the relevant
company”.

16 Omit section 75 (dissolution of the Post Office).

17 (1) Section 77 (publicity requirements for certain accounts and reports of the
20Post Office company) is amended as follows.

(2) In the heading, omit “of the Post Office company”.

(3) Before subsection (1) insert—

“(A1) This section applies to—

(a) a relevant company that is wholly owned by the Crown and
25does not have a parent company, and

(b) the original holding company if it is wholly owned by the
Crown.”

(4) In subsections (1) and (2), for “The Post Office company” substitute “A
company to which this section applies”.

18 (1) 30Section 78 (information requirements on the Post Office company) is
amended as follows.

(2) In the heading, for “the Post Office company” substitute “certain relevant
companies”.

(3) Before subsection (1) insert—

“(A1) 35This section applies to—

(a) a relevant company that is wholly owned by the Crown and
does not have a parent company, and

(b) the original holding company if it is wholly owned by the
Crown.”

(4) 40In subsection (1), for “, on or after the appointed day, serve notice on the Post
Office company” substitute “serve notice on a company to which this section
applies”.

19 Omit section 79 (exercise of functions through nominees).

20 In section 80(1) (shadow directors), for “the Post Office company” substitute
“a relevant company any part of which is owned by the Crown”.

21 In section 82(1) (interpretation of Part 4)—

(a) 5after the definition of “the appointed day” insert—

• ““the Companies Acts” has the meaning given by
  section 2 of the Companies Act 2006,

• “company” includes any body corporate,”,

(b) for the definitions of “the Post Office company” and “relevant
10subsidiary” substitute—

• “any reference to a company being in the same “group”
  as another company is to be read in accordance with
  section 14(4)of the Postal Services Act 2011,

• “the original holding company” has the meaning given
  15by section 14 of the Postal Services Act 2011,

• any reference to a company being a “parent” of another
  company is to be read in accordance with section 1162
  of the Companies Act 2006,

• “Post Office company” has the meaning given by section
  206 of the Postal Services Act 2011,

• “relevant company” has the meaning given by section
  68(1A) of this Act,

• “Royal Mail company” has the meaning given by section
  2 of the Postal Services Act 2011,”,

(c) 25omit the definition of “share rights”, and

(d) for the definition of “wholly owned by the Crown” substitute—

• ““wholly owned by the Crown” has the meaning given
  by section 14 of the Postal Services Act 2011.”

22 For the heading of Part 6 substitute “Postal services: supplementary”.

23 (1) 30Section 89 (schemes as to terms and conditions for provision of a universal
postal service) is amended as follows.

(2) In the heading, for “a universal postal service” substitute “postal services”.

(3) For subsection (1) substitute—

“(1) A postal operator may make a scheme under this section in relation
35to any or all of the postal services provided by the operator.”

(4) In subsection (2)—

(a) at the end of paragraph (a), insert “and”, and

(b) omit paragraph (c) (together with the “and” before it).

(5) In subsections (3)(a), (4)(a) and (7), for “the universal service provider
40concerned” substitute “the postal operator”.

24 After section 89 insert—

“89A Powers of OFCOM in relation to schemes

(1) A postal operator may not make a scheme under section 89 unless—

(a) the operator has notified OFCOM of the scheme that the
operator is proposing to make, and

(b) the operator has carried out a consultation exercise in relation
to the proposed scheme in accordance with requirements
5contained in a notification published by OFCOM.

(2) OFCOM may give a direction to a postal operator who has notified a
scheme to them under subsection (1)(a) requiring the operator to
make such modifications of the scheme as are specified in the
direction.

(3) 10Before giving a direction under subsection (2), OFCOM must publish
a notification—

(a) setting out the terms of the scheme that the operator proposes
to make,

(b) stating that OFCOM are proposing to give a direction under
15subsection (2) modifying the scheme,

(c) setting out the effect of the proposed modification,

(d) giving reasons for making the proposed modification, and

(e) specifying the period within which representations may be
made to them about the proposed modification.

(4) 20The specified period must be at least one month beginning with the
day after the day the notification under subsection (3) is published.

(5) OFCOM may not give a direction under subsection (2) unless they
have considered every representation and proposal made to them
during the period specified in that notification.

(6) 25If the scheme is not in force at the time at which that notification is
published, the operator may not bring the scheme into force until
such time as OFCOM may direct.

(7) OFCOM must publish a notification of any direction that they make
under subsection (2).

(8) 30The publication of a notification under this section must be in such
manner as OFCOM consider appropriate for bringing its contents to
the attention of such persons as they consider appropriate.

(9) An obligation imposed on a postal operator by a direction under
subsection (2) is enforceable by OFCOM under Schedule 7 to the
35Postal Services Act 2011 (enforcement of regulatory requirements).”

25 (1) Section 90 (exclusion of liability) is amended as follows.

(2) Before subsection (1) insert—

“(A1) This section applies in relation to—

(a) the provision by a universal service provider of a universal
40postal service, and

(b) the provision by a postal operator of a service in relation to
which a scheme under section 89 (made by the operator)
applies.

(A2) In this section—

(a) 45“the operator” means the universal service provider or the
postal operator concerned, and

(b) “the service” means the service mentioned in subsection
(A1)(a) or (b) (as the case may be).”

(3) In subsection (1)—

(a) for “a universal service provider” substitute “the operator”, and

(b) 5for “a universal postal service” substitute “the service”.

(4) In subsection (2)—

(a) for “a universal service provider” substitute “the operator”,

(b) for “the provider”, in both places, substitute “the operator”, and

(c) in paragraph (b), for “an inland packet” substitute “a postal packet”.

(5) 10In subsection (3)—

(a) for “the universal service provider concerned” substitute “the
operator”,

(b) for “the provider” substitute “the operator”, and

(c) in paragraph (b), for “an inland packet” substitute “a postal packet”.

26 (1) 15Section 91 (limited liability for registered inland packets) is amended as
follows.

(2) In the heading, for “registered inland packets” substitute “postal packets”.

(3) In subsection (1)—

(a) for “a universal service provider” substitute “a postal operator”,

(b) 20for “an inland packet” substitute “a postal packet”, and

(c) for “the universal service provider” substitute “the operator”.

(4) In subsection (2), for “the universal service provider” substitute “the postal
operator”.

(5) In subsection (4), for “universal service provider” substitute “postal
25operator”.

(6) Omit subsection (6).

27 In section 93(2) (power to modify sections 89 to 92 of that Act), for “the
Commission” substitute “OFCOM”.

28 (1) Section 97 (harbour charges on mail-bags) is amended as follows.

(2) 30In subsection (1)—

(a) in paragraph (a), for “a universal service provider in connection with
the provision of a universal postal service” substitute “a postal
operator in connection with the provision of postal services”, and

(b) in paragraphs (b) and (c), for “such a provider in connection with the
35provision of such a service” substitute “a postal operator in
connection with the provision of postal services”.

(3) In subsection (2)(b), for “a universal service provider in connection with the
provision of a universal postal service” substitute “a postal operator in
connection with the provision of postal services”.

29 40In section 98 (mail-bags not to be subject to control by harbour authorities)—

(a) in paragraph (a), for “a universal service provider in connection with
the provision of a universal postal service” substitute “a postal
operator in connection with the provision of postal services”,

(b) in paragraph (b), for “such a provider in the provision of such a
service” substitute “a postal operator in connection with the
provision of postal services”,