Postal Services Bill (HL Bill 70)

(a) for the creation, in favour of the old company or a new company, of
an interest or right in or in relation to property or rights transferred
in accordance with the scheme,

(b) for giving effect to a transfer by the creation, in favour of a new
5company, of an interest or right in or in relation to property or rights
retained by the old company, and

(c) for the creation of new rights and liabilities (including rights of
indemnity and duties to indemnify) as between the old company and
a new company.

(2) 10A postal transfer scheme may contain provision for the creation of rights and
liabilities for the purpose of converting arrangements between different
parts of the old company’s undertaking into a contract—

(a) between different new companies, or

(b) between a new company and the old company.

(3) 15A postal transfer scheme may contain provision—

(a) for rights and liabilities to be transferred so as to be enforceable by or
against more than one new company or by or against both the new
company and the old company, and

(b) for rights and liabilities enforceable against more than one person in
20accordance with provision falling within paragraph (a) to be
enforceable in different or modified respects by or against each or
any of them.

(4) A postal transfer scheme may contain provision for interests, rights or
liabilities of third parties in relation to anything to which the scheme relates
25to be modified in the manner set out in the scheme.

(5) The reference here to third parties is to persons other than the old company
and a new company.

(6) Paragraph 6(2)(c) and (3) apply to the creation of interests and rights as they
apply to the transfer of interests and rights.

30Transfer of regulatory conditions etc

8 (1) A postal transfer scheme may contain provision—

(a) for a new company to be treated for all purposes as having been
designated by OFCOM under section 35 as a universal service
provider, and

(b) 35for the transfer to a new company of the whole or part of any
obligation contained in a regulatory condition to which the old
company was subject.

(2) The reference to the transfer of a part of any obligation includes the transfer
of any obligation so far as relating to an area specified or described in
40provision made by the scheme.

(3) A postal transfer scheme may, in consequence of provision made under sub-
paragraph (1), make modifications of regulatory conditions to which the old
company or new company are subject.

Transfer etc of statutory functions

9 (1) 45A postal transfer scheme may contain provision—

(a) for the transfer of relevant statutory functions to a new company, or

(b) for relevant statutory functions to be exercisable concurrently by the
old company and a new company (or companies).

(2) For this purpose “relevant statutory functions” means powers and duties
5conferred or imposed on the old company by or under an enactment so far
as they are connected with—

(a) the undertaking of the old company to which the postal transfer
scheme relates, or

(b) property, rights or liabilities transferred in accordance with the
10scheme.

(3) Provision within sub-paragraph (1) may apply to relevant statutory
functions so far as exercisable in an area specified or described in the
provision.

Effect of postal transfer scheme: general

10 (1) 15At the time at which a postal transfer scheme takes effect—

(a) the property, rights and liabilities to be transferred in accordance
with the scheme, and

(b) the interests, rights and liabilities to be created in accordance with
the scheme,

20are, as a result of this paragraph, to vest in the appropriate person.

(2) For this purpose “the appropriate person” means—

(a) in the case of property, rights and liabilities to be transferred, the new
company (or companies), and

(b) in the case of interests, right and liabilities to be created, the person
25in whose favour, or in relation to whom, they are to be created.

Effect of postal transfer scheme on right to terminate or modify interest etc

11 (1) This paragraph applies where a person would otherwise be entitled, in
consequence of anything done or likely to be done by or under this Act in
connection with a postal transfer scheme—

(a) 30to terminate, modify, acquire or claim an interest or right, or

(b) to treat an interest or right as modified or terminated.

(2) The entitlement—

(a) is not enforceable in relation to the interest or right until after the
transfer of the interest or right by the scheme, and

(b) 35after that transfer, is enforceable in relation to the interest or right
only in so far as the scheme contains provision for the interest or
right to be transferred subject to whatever confers the entitlement.

(3) Where shares in a subsidiary of the old company are transferred, sub-
paragraph (2) has effect in relation to an interest or right of the subsidiary as
40if the references to the transfer of the interest or right included a reference to
the transfer of the shares.

Supplementary provisions of postal transfer schemes

12 (1) A postal transfer scheme may—

(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 91

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 15(4)of the Postal Services Act 2011,

• “the original holding company” has the meaning given
  15by section 15 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 15 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—