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CHAPTER II |
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TRANSFER SCHEMES |
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Introduction |
| Meaning of transfer scheme. |
40. - (1) For the purposes of this Chapter a transfer scheme is a scheme which-
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(a) contains provisions falling within subsection (2) or (3), or |
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(b) contains provisions falling within subsection (2) and provisions falling within subsection (3). |
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(2) Provisions falling within this subsection are ones for the transfer of any of the CAA's property, rights or liabilities or of all or part of its undertaking to any of the following-
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(a) the Secretary of State; |
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(b) a company which is wholly owned by the Crown; |
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(c) a company which is wholly owned by the CAA; |
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(d) a company which is a wholly owned subsidiary of a company falling within paragraph (b) or (c). |
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(3) Provisions falling within this subsection are ones for the transfer of any of the property, rights or liabilities of a company (the transferor) which is wholly owned by the CAA or of all or part of the transferor's undertaking to any of the following-
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(a) the Secretary of State; |
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(c) a company which is a wholly owned subsidiary of the transferor or of any other company falling within subsection (2)(b) or (c). |
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(4) To the extent that a scheme provides for the transfer of all or part of an undertaking, references in the following provisions of this Chapter to property, rights and liabilities are to the undertaking or part (including property, rights and liabilities falling within it).
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(5) The things which may be transferred by a scheme include-
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(a) anything which the transferor would not otherwise be capable of transferring or assigning; |
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(b) anything to which the transferor may become entitled or subject after the scheme is made and before it comes into force; |
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(c) anything situated anywhere in the United Kingdom or elsewhere; |
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(d) anything subsisting under an enactment; |
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(e) anything subsisting under the law of any part of the United Kingdom or of any country or territory outside the United Kingdom. |
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(6) A scheme may divide any property, rights or liabilities of a transferor and in connection with the division may-
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(a) create for a transferor or transferee an interest in any property to which the scheme relates; |
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(b) create new rights and liabilities as between a transferor and a transferee with respect to any property to which the scheme relates; |
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(c) in connection with any provision made by virtue of paragraph (a) or (b), make incidental provision as to the interests, rights and liabilities of other persons with respect to any property to which the scheme relates. |
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(7) A scheme may impose obligations on a transferor and transferee to take any necessary steps to secure that the following have effect-
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(a) any interest, right or liability created by virtue of subsection (6)(a) or (b); |
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(b) any incidental provision made by virtue of subsection (6)(c). |
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(8) A scheme may-
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(a) impose on a transferor or transferee an obligation to enter into a specified written agreement with a specified person or persons (who may be or include a transferor or transferee); |
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(b) impose on a transferor or transferee an obligation to execute a specified instrument in favour of a specified person or persons (who may be or include a transferor or transferee); |
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(c) make provision (for instance, where part of particular property is transferred) that rights and liabilities specified or identified in the scheme are enforceable by or against a transferor or transferee (or both). |
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(9) A scheme may make such supplementary, incidental, consequential or transitional provisions as the scheme's maker thinks are appropriate.
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CAA's schemes |
| Transfer schemes made by CAA. |
41. - (1) After consulting the CAA the Secretary of State may give a direction requiring it to make a transfer scheme.
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(2) A direction may specify how a scheme is to be made and the time within which it is to be made and submitted to the Secretary of State (as well as what is to be transferred, the transferor and the transferee).
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(3) In so far as a direction conflicts with the requirements of an enactment or instrument, the requirements are to be disregarded.
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| Effect of scheme made by CAA. |
42. - (1) This section applies to a scheme made under section 41.
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(2) A scheme does not come into force unless the Secretary of State approves it in writing.
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(3) Subject to that, a scheme comes into force on-
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(a) the day it specifies for it to come into force, or |
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(b) if the approval specifies a day for it to come into force, that day. |
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(4) The Secretary of State may modify a scheme before approving it and after consulting each person who is a transferor or a transferee.
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(5) When a scheme comes into force it has effect to transfer (in accordance with its provisions) the property, rights and liabilities to which it applies.
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(6) Any transferor or transferee (other than the Secretary of State) must provide the Secretary of State with any information and other assistance he may reasonably require in connection with his powers to approve and modify under this section.
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(7) If a body fails without reasonable excuse to comply with subsection (6) it is guilty of an offence and liable on summary conviction to a fine not exceeding level 5 on the standard scale.
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Secretary of State's schemes |
| Transfer schemes made by Secretary of State. |
43. - (1) This section applies if-
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(a) the CAA fails to submit a transfer scheme within the time specified in a direction under section 41, or |
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(b) the Secretary of State does not approve a transfer scheme submitted by the CAA. |
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(2) In such a case the Secretary of State may make a transfer scheme after consulting each person who is a transferor or a transferee.
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(3) A scheme made under this section comes into force on the day it specifies for it to come into force.
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(4) When the scheme comes into force it has effect to transfer (in accordance with its provisions) the property, rights and liabilities to which it applies.
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| Information for purposes of section 43. |
44. - (1) If the Secretary of State proposes to make a transfer scheme he may give a direction to an interested body requiring it-
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(a) to provide him with such information as he thinks necessary to enable him to make the scheme, and |
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(b) to do so within the period (not less than 28 days starting with the date on which the direction is given) specified in the direction. |
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(2) These are interested bodies-
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(b) a company which is wholly owned by the Crown; |
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(c) a company which is wholly owned by the CAA; |
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(d) a company which is a wholly owned subsidiary of a company falling within paragraph (b) or (c). |
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(3) If a body fails to comply with a direction under subsection (1) the Secretary of State may serve on it a notice which-
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(a) requires it to produce any documents which are specified or described in the notice and are in its custody or under its control, and to produce them at a time and place so specified and to a person so specified, or |
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(b) requires it to supply information specified or described in the notice, and to supply it at a time and place and in a form and manner so specified and to a person so specified. |
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(4) No body may be required under this section-
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(a) to produce documents which it could not be compelled to produce in civil proceedings in the court; |
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(b) to supply information which it could not be compelled to supply in such proceedings. |
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(5) If a body fails without reasonable excuse to do anything required of it by a notice under subsection (3) it is guilty of an offence and liable on summary conviction to a fine not exceeding level 5 on the standard scale.
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(6) If a body intentionally alters, suppresses or destroys a document which it has been required to produce by a notice under subsection (3) it is guilty of an offence and liable-
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(a) on summary conviction, to a fine not exceeding the statutory maximum; |
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(b) on conviction on indictment, to a fine. |
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(7) If a body makes default in complying with a notice under subsection (3) the court may on the Secretary of State's application make such order as the court thinks fit for requiring the default to be made good.
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(8) An order under subsection (7) may provide that all the costs or expenses of and incidental to the application are to be borne-
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(a) by the body in default, or |
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(b) if officers of the body are responsible for its default, those officers. |
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(9) A reference to producing a document includes a reference to producing a legible and intelligible copy of information recorded otherwise than in legible form.
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(10) A reference to suppressing a document includes a reference to destroying the means of reproducing information recorded otherwise than in legible form.
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(11) A reference to the court is to-
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(a) the High Court in relation to England and Wales or Northern Ireland; |
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(b) the Court of Session in relation to Scotland. |
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Accounting provisions |
| Accounting provisions. |
45. - (1) This section applies if any property, rights or liabilities are transferred under a transfer scheme from the CAA to any of the following-
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(a) a company which at the time of the transfer is wholly owned by the Crown; |
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(b) a company which at the time of the transfer is wholly owned by the CAA; |
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(c) a company which at the time of the transfer is a wholly owned subsidiary of a company falling within paragraph (a) or (b). |
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(2) This section also applies if any property, rights or liabilities are transferred under a transfer scheme to the CAA from a company which at the time of the transfer is wholly owned by the CAA.
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(3) The transfer scheme may state-
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(a) the value at which any asset transferred to the transferee under the scheme is to be entered in the opening accounts of the transferee; |
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(b) the amount at which any liability so transferred is to be entered in those accounts. |
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(4) The value or amount which may be stated by virtue of subsection (3) is-
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(a) in a case where the whole of the asset or liability is transferred by the transfer scheme, the value or amount at which the asset or liability appeared in the last full accounts of the transferor; |
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(b) in a case where part only of the asset or liability is so transferred, such part of the value or amount at which the asset or liability appeared in the last full accounts of the transferor as may be determined by or in accordance with the transfer scheme. |
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(5) But if the maker of the transfer scheme considers that some other value or amount is appropriate, the value or amount which may be stated by virtue of subsection (3) is that other amount or value.
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(6) The transfer scheme may provide that the amount to be included from time to time in any reserves of the transferee as representing its accumulated realised profits is to be determined as if such proportion of any profits realised and retained by the transferor as may be determined by or in accordance with the transfer scheme had been realised and retained by the transferee.
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(7) The transfer scheme may provide that the amount to be included from time to time in the opening accounts and any subsequent accounts of the transferee as representing its accumulated realised losses is to be determined as if such proportion of any accumulated realised losses of the transferor as may be determined by or in accordance with the transfer scheme had been losses realised by the transferee.
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(8) When the transfer scheme comes into force a statement or provision under subsection (3), (6) or (7) has effect to require any value or amount concerned to be entered or determined accordingly.
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