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| Accounting provisions: interpretation. |
46. - (1) This section applies for the purposes of section 45.
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(2) The opening accounts of the transferee are-
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(a) if the transferee is the CAA, the annual accounts prepared by it in accordance with section 15 of the Civil Aviation Act 1982 for the accounting year next ending after the transfer date; |
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(b) if the transferee is a company, any statutory accounts prepared by it for the accounting year next ending after the transfer date. |
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(3) The last full accounts of the transferor are-
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(a) if the transferor is the CAA, the annual accounts prepared by it in accordance with section 15 of the Civil Aviation Act 1982 for the accounting year last ended before the making of the transfer scheme; |
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(b) if the transferor is a company wholly owned by the CAA, the statutory accounts of the company for the accounting year last ended before the making of the transfer scheme. |
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(4) An accounting year is-
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(a) in the case of the CAA, the period of 12 months ending with 31 March in any year; |
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(b) in the case of a company, its financial year within the meaning of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986. |
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(5) Statutory accounts are accounts prepared by a company for the purpose of any provision of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 (including group accounts).
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Ownership of transferee companies |
| Issue of securities. |
47. - (1) This section applies if any property, rights or liabilities are transferred under a transfer scheme to a transferee which at the time of the transfer is-
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(a) a company which is wholly owned by the Crown, |
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(b) a company which is wholly owned by the CAA, or |
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(c) a company which is a wholly owned subsidiary of a company falling within paragraph (a) or (b). |
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(2) The transferee must issue to the appropriate person such securities of the transferee as may be specified in directions given by the Secretary of State from time to time.
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(3) The appropriate person is such of the following as the Secretary of State may specify in the direction-
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(b) the Secretary of State; |
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(d) a company which is wholly owned by the Crown; |
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(e) a company which is wholly owned by the CAA; |
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(f) a company which is a wholly owned subsidiary of a company falling within paragraph (d) or (e). |
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(4) Securities issued in pursuance of this section must be issued or allotted at such time or times and on such terms as may be specified in directions given by the Secretary of State.
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(5) Shares issued in pursuance of this section-
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(a) must be of such nominal value as may be specified in a direction given by the Secretary of State, and |
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(b) must be issued as fully paid and treated for the purposes of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 as if they had been paid up by virtue of the payment to the transferee of their nominal value in cash. |
| Government investment in securities. |
48. - (1) This section applies if any property, rights or liabilities are transferred under a transfer scheme to a transferee which at the time of the transfer is-
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(a) a company which is wholly owned by the Crown, |
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(b) a company which is wholly owned by the CAA, or |
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(c) a company which is a wholly owned subsidiary of a company falling within paragraph (a) or (b). |
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(2) The Treasury or the Secretary of State with the Treasury's consent may acquire-
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(a) securities of the transferee; |
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(b) rights to subscribe for those securities. |
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(3) The Secretary of State must not dispose of any securities or rights acquired under this section without the Treasury's consent.
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| Crown shareholding. |
49. - (1) This section applies if any property, rights or liabilities are transferred under a transfer scheme to a transferee which at the time of the transfer is-
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(a) a company which is wholly owned by the Crown, |
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(b) a company which is wholly owned by the CAA, or |
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(c) a company which is a wholly owned subsidiary of a company falling within paragraph (a) or (b). |
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(2) The Secretary of State may by order designate such a transferee for the purposes of this section.
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(3) The Secretary of State must ensure that the Crown does not dispose of any of the shares it holds in the designated company unless-
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(a) the Crown holds at least 49 per cent of the company's issued ordinary share capital immediately before the disposal, and |
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(b) the Crown will continue to hold at least 49 per cent of that share capital immediately after the disposal. |
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(4) The Secretary of State must ensure that at any given time the Crown holds at least 25 per cent of the designated company's issued ordinary share capital.
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(5) The Secretary of State must ensure that the Crown continues to hold any special share provided for under the designated company's articles of association.
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(6) A special share is a share which can be held only by the Crown and which gives the shareholder the right to prevent certain events by withholding consent.
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(7) The Secretary of State must not consent to any alteration of the designated company's articles of association which requires his consent on behalf of the Crown as special shareholder unless a statement of the intended consent has been laid before and approved by resolution of each House of Parliament.
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(8) If a person enters into a transaction relating to shares issued by the designated company-
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(a) he need not enquire whether the transaction results in a contravention of subsection (3), (4) or (5), and |
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(b) his rights in relation to the shares are not to be questioned on the grounds of, or affected by, a contravention of subsection (3), (4) or (5). |
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(9) The Secretary of State may by order amend or repeal this section.
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Transferee companies: other provisions |
| Loans. |
50. - (1) This section applies if any property, rights or liabilities are transferred under a transfer scheme to a transferee which at the time of the transfer is a company falling within subsection (3).
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(2) With the Treasury's approval the Secretary of State may make loans of such amounts as he thinks fit to the transferee if when the loans are made it is a company falling within subsection (3).
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(3) A company falls within this subsection if it is-
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(a) a company which is wholly owned by the Crown, |
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(b) a company which is wholly owned by the CAA, or |
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(c) a company which is a wholly owned subsidiary of a company falling within paragraph (a) or (b). |
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(4) If loans are made under this section-
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(a) they must be repaid to the Secretary of State at such times and by such methods as he may specify in a direction given with the Treasury's approval; |
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(b) interest on them must be paid to him at such rates and at such times as may be specified in such a direction. |
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(5) The Secretary of State must exercise his powers under this section so as to ensure that the aggregate of the amounts outstanding in respect of the principal of loans made under this section does not at any time exceed £1,000 million.
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(6) In respect of each financial year the Secretary of State must prepare, in such form as may be specified in a direction given by the Treasury, an account of-
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(a) sums issued to him out of the National Loans Fund for making loans under this section, |
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(b) sums received by him under subsection (4), and |
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(c) how he has disposed of those sums. |
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(7) The Secretary of State must send the account to the Comptroller and Auditor General not later than the end of the month of August in the following financial year.
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(8) The Comptroller and Auditor General must examine, certify and report on the account and must lay copies of it and of his report before each House of Parliament.
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| Guarantees. |
51. - (1) This section applies if any property, rights or liabilities are transferred under a transfer scheme to a transferee which at the time of the transfer is a company falling within subsection (3).
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(2) The Treasury or the Secretary of State may guarantee the discharge of any financial obligation of the transferee if when the guarantee is made it is a company falling within subsection (3).
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(3) A company falls within this subsection if it is-
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(a) a company which is wholly owned by the Crown, |
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(b) a company which is wholly owned by the CAA, or |
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(c) a company which is a wholly owned subsidiary of a company falling within paragraph (a) or (b). |
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(4) It is immaterial when the financial obligation was incurred.
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(5) A guarantee may be given on such terms and in such manner as the Treasury or the Secretary of State decides.
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(6) A guarantee may continue to have effect after the transferee has ceased to be a company falling within subsection (3).
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(7) The Treasury may not give a guarantee in relation to a financial obligation which is owed by the transferee to the Secretary of State.
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(8) A guarantee may not be given unless the Treasury or the Secretary of State has entered into arrangements under which the transferee will be liable to make payments (including payments of interest) in respect of sums issued in fulfilment of the guarantee.
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(9) The Treasury and the Secretary of State must exercise their powers under this section so as to ensure that the aggregate of the amounts of principal in relation to which guarantees are given under this section does not at any time exceed £500 million.
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(10) As soon as practicable after giving a guarantee under this section the Treasury or the Secretary of State must lay a statement of the guarantee before each House of Parliament.
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(11) As soon as practicable after issuing a sum in fulfilment of a guarantee under this section the Treasury or the Secretary of State must lay a statement relating to the sum before each House of Parliament.
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(12) If a payment is not made as required by arrangements under subsection (8), as soon as practicable after the default occurs the Treasury or the Secretary of State (depending on who made the arrangements) must lay a statement of the default before each House of Parliament.
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