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Barclays Group Reorganisation Bill [HL]—continued
        House of Commons

 

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8  Saving for contracts of employment

    This Act shall be without prejudice to the operation of the Transfer of Undertakings (Protection of Employment Regulations) 1981 (S.I. 1981/1794) and shall not—

      (a)   apply to any contract of employment of any person with a transferor; or

      (b)   affect any rights or liabilities accrued or incurred by any person or body in connection with any such contract or the employment of any person by a transferor.

9  Retirement benefits schemes

    (1)   In this section “retirement benefits scheme” has the same meaning as in section 611 of the Income and Corporation Taxes Act 1988 (c. 1).

    (2)   No retirement benefits scheme under which a transferee of an appointed undertaking or a transferor of the appointed undertaking is the sole employer, the principal employer or a participating employer shall by reason only of the operation of any of the provisions of this Act be terminated or wound-up, in whole or in part.

    (3)   In respect of an officer or employee of a transferor or transferee of an appointed undertaking, no right to participate in or to qualify himself or any of his dependants to receive benefits under, and no pensionable service for the purposes of, a retirement benefits scheme under which the transferor or transferee is the sole employer, the principal employer or a participating employer and of which the officer or employee is a member immediately before the relevant appointed day, shall be terminated, interrupted or otherwise affected by reason only of the operation of any of the provisions of this Act.

    (4)   The trust deeds, rules and other documents and instruments constituting, governing or otherwise relating to any retirement benefits scheme to which the provisions of this section apply shall have effect subject to and in accordance with the provisions of this section.

10  Evidence: books and documents

    All books and other documents which would, before the appointed day, have been evidence in respect of any matter for or against a transferor of an appointed undertaking and which relate to the appointed undertaking shall be admissible in evidence in respect of the same matter for or against the transferee of the appointed undertaking.

11  Application of Bankers' Books Evidence Act 1879

    (1)   In this section “books” shall be construed in accordance with section 9(2) of the Bankers' Books Evidence Act 1879 (c. 11).

    (2)   On and from the relevant appointed day the said Act of 1879, where it applies, shall apply to the books of a transferor transferred to, and vested in, a transferee by virtue of this Act, and to entries made in those books before that day, as if such books were books of the transferee.

    (3)   For the purposes of section 4 of the said Act of 1879, where it applies, books which have become the books of a transferee by virtue of this Act shall be deemed to have been the ordinary books of the transferee at the time of the making of any entry therein which purports to have been made before the relevant appointed day, and any such entry shall be deemed to have been made in the usual and ordinary course of business.

12  Evidence of vesting

    (1)   The production of a Queen's Printer's copy of this Act or a photocopy thereof, and such evidence of publication of notice of an appointed day in relation to an appointed undertaking as is specified in subsection (3) of section 4 (Notice of appointments) of this Act, shall, for all purposes, be conclusive evidence of the transfer to, and vesting in the transferee of, the appointed undertaking in accordance with the provisions of this Act.

    (2)   The following provisions of this section have effect without prejudice to the generality of subsection (1) above.

    (3)   A Queen's Printer's copy of this Act shall, in relation to any registered securities within the meaning of the Stock Transfer Act 1963 (c.18) vested in a transferee in accordance with the provisions of this Act, operate for all the purposes of the said Act of 1963 as a duly executed stock transfer in respect of the transfer of such securities from the transferor to the transferee.

    (4)   Any document made or executed on or after the appointed day, whereby a transferee of an appointed undertaking or the transferor of that appointed undertaking, whether alone or jointly with any other person, conveys or transfers, or purports to convey or transfer, to any person (whether for consideration or not), or applies to be registered as the holder or proprietor of, any property held by the transferor immediately before the appointed day, whether alone or jointly with any other person, shall be sufficient evidence that the interest of the transferor in that property—

      (a)   in the case of such a document referring to the property as property held by the transferee, has been vested in that transferee under this Act; and

      (b)   in the case of such a document referring to the property as property held by the transferor, has not been so vested.

    (5)   Where there is any other transaction, which relates to an appointed undertaking, by a transferee of that appointed undertaking or the transferor of that appointed undertaking on or after the appointed day in connection with, or in relation to, any property or liability which is property or a liability of the transferor immediately before that day, it shall be deemed in favour of any other party to the transaction, or any person claiming through or under him, that the transferee or, as the case may be, the transferor has full power and authority for that transaction as if—

      (a)   in the case of a transaction by the transferee, the property or liability had been vested in it under this Act; and

      (b)   in the case of a transaction by the transferor, the property or liability had not been so vested.

    (6)   A certificate given jointly by or on behalf of a transferor of an appointed undertaking and the transferee of that appointed undertaking, whether given before, on or after the appointed day, that any property or liability specified in the certificate is or is not at the date so specified vested in the transferee under this Act, shall be conclusive evidence for all purposes of the fact so certified.

    (7)   Nothing in subsections (4) and (5) above affects the liability of the transferor of an appointed undertaking or the transferee of the appointed undertaking to the other of them in respect of anything done, or purporting to have been done, by either of them in connection with, or in relation to, any property or liability.

    (8)   In this section “convey” has the same meaning as in the Law of Property Act 1925 (c. 20).

13  Vesting of interests in land and other property

    (1)   The transfer and vesting of any land or other property or of a liability by virtue of this Act shall not—

      (a)   constitute a purchase or creation of an interest in land for the purposes of section 30(2) of the Landlord and Tenant Act 1954 (c. 56) or constitute a relevant disposal within the meaning of section 4 of the Landlord and Tenant Act 1987 (c. 31) for the purposes of that Act; or

      (b)   constitute an assignment, transfer, devolution, alienation, parting with possession or other disposition of or dealing with property or an interest in property for the purposes of any provision in any deed or other instrument or any contract or any order of any court concerning that property or that interest; or

      (c)   give rise to any forfeiture; or

      (d)   invalidate or discharge any contract, security or other thing; or

      (e)   require further registration in respect of any security; or

      (f)   cause the benefit of any contract, permission, right of pre-emption, licence or privilege enjoyed by a transferor of an appointed undertaking or the transferee of that appointed undertaking to be, or to be liable to be, lost or surrendered or otherwise affected, or require the disposal by the transferor or the transferee of any interest, otherwise than as provided for in this Act; or

      (g)   relieve any person under an obligation to the transferor of an appointed undertaking of a corresponding obligation to the transferee of that appointed undertaking; or

      (h)   constitute a breach of, or default under, or require any obligation to be performed sooner or later than would have otherwise been the case under, any contract or instrument to which the transferee of an appointed undertaking or the transferor of that appointed undertaking is a party or is bound; or

      (i)   allow any party to a contract to terminate that contract when he would not otherwise have been able to terminate it; or

      (j)   entitle any party to any contract to which the transferee of an appointed undertaking or the transferor of that appointed undertaking is a party to vary the terms of that contract when he would not otherwise have been able to vary those terms or confer a right or benefit on him which he would not otherwise have had; or

      (k)   cause the imposition of any greater or lesser obligation on any party to any contract to which the transferor of an appointed undertaking or the transferee of that appointed undertaking is a party when that greater or lesser obligation would not otherwise have been imposed; or

      (l)   operate so as to merge any leasehold interest in the reversion expectant on it.

    (2)   Paragraphs (c) to (l) of subsection (1) above shall apply to subsidiaries (within the meaning of sections 736 and 736A of the Companies Act 1985 (c. 6)) of a transferor or transferee as they apply to a transferor or transferee respectively.

14  Dissolution of transferors

    (1)   A transferor shall by virtue of this Act be dissolved on the day on which, in pursuance of a request made by or on behalf of Barclays at any time after the whole of the transferor's undertaking has been transferred to, and vested in, one or more of the transferees by virtue of this Act or otherwise, the registrar of companies strikes that transferor off the register.

    (2)   Notwithstanding section 654 of the Companies Act 1985, on the day on which a transferor is struck off the register under subsection (1) above all seals, books and documents of or relating to that transferor not transferred to and vested in one or more transferees by virtue of the foregoing provisions of this Act shall, by virtue of this section, be transferred to, and vest, in Barclays and, where so required to be kept at a place in England, shall be kept by Barclays at such a place.

15  Application to Scotland and Northern Ireland

    (1)   This Act shall extend to Scotland and Northern Ireland.

    (2)   In this Act in its application to Scotland—

    “assignment” includes an assignation;

    “bailee” includes a custodian or holder on deposit or pledgee and “contract of bailment” includes any other contract regulating deposit, custody, loan or hire of things;

    “convey” includes the transfer of any interest in property and the execution and delivery of any disposition deed or other instrument or document by which any property, or any estate, interest, security or other right in or over property, is constituted, completed, disposed, assigned, transmitted or discharged;

    “debenture” includes a floating charge or any instrument containing a floating charge;

    “forfeiture” includes irritancy;

    “judgment” includes a decree;

    “judicial trustee” includes a judicial factor, tutor or curator;

    “leasehold interest” means the interest of the tenant of land under a lease or, as the case may be, the interest of the sub-tenant of land under a sub-lease;

    “mortgage” includes a standard security, an assignation or disposition ex facie absolute and any agreement qualifying the same, a bond and disposition or assignation in security, a cash credit bond and disposition or assignation in security, an assignation in security and any real right or burden of whatever kind in the nature of a security, whether or not constituted in respect of a heritable security; and

    “reversion” means the interest of a landlord in land subject to a lease or, as the case may be, the interest of the tenant of land who is the landlord under a sub-lease.

    (3)   In the application of this Act to Scotland—

      (a)   all standard securities and cash credit bonds and dispositions or assignations in security expressed to be in favour of a transferor vested in a transferee by or under this Act shall, on and from the appointed day, have the same effect in favour of the transferee up to such maximum amounts as may be stated therein respectively in all respects as if they had been originally granted in favour of the transferee for such maximum amounts;

      (b)   to enable a transferee to complete a title, if thought fit, to any property vested in it by virtue of this Act by notice of title or otherwise, or to deduce title, this Act shall be deemed to be, and may be used as, a general disposition, conveyance or, as the case may be, assignation of such property in favour of the transferee;

      (c)   in section 12 (Evidence of vesting) of this Act, subsection (8) shall be omitted.

    (4)   In the application of this Act to Northern Ireland—

      (a)   “reversion” means the interest of a landlord in land subject to a lease or, as the case may be, the interest of the lessee of land who is the landlord under a sub-lease or any interest expectant upon the determination of a term of years created by any mortgage (including in the latter case any right to obtain or control that reversion under the terms of any mortgage);

      (b)   the references in subsection (3) of section 12 (Evidence of vesting) of this Act to the Stock Transfer Act 1963 (c. 18) shall include references to the Stock Transfer Act (Northern Ireland) 1963 (N.I. c. 24); and for the reference in subsection (8) of that section to the Law of Property Act 1925 (c. 20) there shall be substituted reference to the Conveyancing Act 1881 (c. 41);

      (c)   for paragraph (a) of section 13 (Vesting of interests in land and other property) of this Act, there shall be substituted the following:—

          (a)   constitute a purchase or creation of an estate for the purposes of article 13(4) of the Business Tenancies (Northern Ireland) Order 1996 (N.I. c. 36); or

;

      (d)   references to provisions of enactments which do not apply to Northern Ireland shall be taken to be references to equivalent provisions of enactments which do apply to Northern Ireland.

16  Costs of Act

    The costs, charges and expenses preliminary to, and of and incidental to, the preparing, obtaining and passing of this Act shall be paid by Barclays and may in whole or in part be paid out of revenue.

 

 
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Prepared 16 January 2001