Energy Bill [HL]

House of Commons

Session 2003 - 04
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Other Bills before Parliament

Energy Bill [HL]

Energy Bill [HL]
Schedule 7 — Finances and accounts of transferee companies
181

Schedule 7
Section 48

Finances and accounts of transferee companies
Interpretation of Schedule
1     (1)
In this Schedule—
“designated BNFL company” means a company designated for the
5
purposes of this Schedule by an order made by the Secretary of
State;
“transferee company” means a body corporate which is—
(a)
a body corporate to which a transfer has been made in
accordance with a nuclear transfer scheme; but
10
(b)
not a subsidiary of the UKAEA;
“transferor”, in relation to a transfer scheme, means the person from
whom property, rights and liabilities are transferred to a transferee
company in accordance with the scheme.
      (2)
The Secretary of State may designate a company for the purposes of this
15
Schedule as a designated BNFL company only if, without being a subsidiary
of the UKAEA, it is a publicly controlled company to which—
(a)
securities of BNFL or of a designated BNFL company,
(b)
property, rights or liabilities of BNFL or of a designated BNFL
company, or
20
(c)
property, rights or liabilities of a wholly-owned subsidiary of BNFL
or of a designated BNFL company,

were transferred (whether in accordance with a nuclear transfer scheme or
otherwise) at a time when both the person from whom they were transferred
and the company to which they were transferred were publicly controlled.
25
      (3)
For the purposes of this Schedule a body corporate is wholly-owned by the
Crown if it is a company limited by shares each of which is held on behalf of
the Crown.
      (4)
A share in a company is held on behalf of the Crown if, and only if, it is held
by—
30
(a)
the Treasury;
(b)
a Minister of the Crown;
(c)
another company which is wholly-owned by the Crown; or
(d)
a nominee of a person falling within paragraphs (a) to (c).
      (5)
An order designating a company for the purposes of this Schedule must be
35
laid before Parliament.
      (6)
References in this Schedule to a nuclear transfer scheme include references
to any modification agreement (within the meaning of Schedule 5) relating
to that scheme.
      (7)
In this paragraph “company” has the same meaning as in the Companies Act
40
1985 (c. 6).
Government lending to transferee companies
2     (1)
Subject to paragraphs 5 and 6, the Secretary of State may, with the approval
of the Treasury, make loans of such amounts as he thinks fit to—
(a)
a designated BNFL company which is publicly controlled; or
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Schedule 7 — Finances and accounts of transferee companies
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(b)
a publicly controlled transferee company which is not a designated
BNFL company.
      (2)
Loans which the Secretary of State makes under this paragraph must be
repaid to him at such times and by such methods as he may direct from time
to time.
5
      (3)
Interest on such loans must be paid to the Secretary of State at such rates and
at such times as he may so direct.
      (4)
The approval of the Treasury is required for a direction under sub-
paragraph (2) or (3).
      (5)
The Secretary of State must pay sums received by him by virtue of this
10
paragraph into the Consolidated Fund.
Guarantees for designated BNFL companies
3
Section 1 of the Nuclear Industry (Finance) Act 1977 (c. 7) (Government
guarantees for BNFL) shall have effect as if the references to BNFL included
references to any designated BNFL company that is publicly controlled at
15
the time when the guarantee is given.
Government guarantees for loans of undesignated publicly controlled transferee companies
4     (1)
Subject to paragraph 6, the Secretary of State may guarantee—
(a)
the repayment of the principal of any sum borrowed otherwise than
from him by a transferee company which is not a designated BNFL
20
company but is publicly controlled at the time of the giving of the
guarantee,
(b)
the payment of interest on such a sum, and
(c)
the discharge of any other financial obligation of such a transferee
company in connection with the borrowing of such a sum.
25
      (2)
The Secretary of State may give a guarantee under this paragraph in such
manner, and on such terms, as he thinks fit.
      (3)
As soon as practicable after giving a guarantee under this paragraph, the
Secretary of State must lay a statement of the guarantee before Parliament.
      (4)
If sums are paid out by the Secretary of State under a guarantee given under
30
this paragraph, the company whose obligations are fulfilled by the payment
must pay him—
(a)
such amounts in or towards the repayment to him of those sums as
he may direct; and
(b)
interest, at such rates as he may direct, on amounts outstanding
35
under this sub-paragraph.
      (5)
Payments to the Secretary of State under sub-paragraph (4) must be made at
such times, and in such manner, as he may from time to time direct.
      (6)
Where a sum has been paid out by the Secretary of State under a guarantee
given under this paragraph, he must lay a statement relating to that sum
40
before Parliament—
(a)
as soon as practicable after the end of the financial year in which that
sum is paid out; and
(b)
as soon as practicable after the end of each subsequent relevant
financial year.
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Schedule 7 — Finances and accounts of transferee companies
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      (7)
In relation to a sum paid out under a guarantee, a financial year is a relevant
financial year for the purposes of sub-paragraph (6) unless—
(a)
before the beginning of that year, the whole of that sum has been
repaid to the Secretary of State under sub-paragraph (4); and
(b)
the company in question is not at any time during that year subject
5
to a liability to pay interest on amounts that became due under that
sub-paragraph in respect of that sum.
      (8)
The consent of the Treasury is required—
(a)
for the giving of a guarantee under this paragraph; and
(b)
for the giving of a direction under sub-paragraph (4) or (5).
10
      (9)
The Secretary of State must pay sums received by him by virtue of sub-
paragraph (4) into the Consolidated Fund.
Financial limits of BNFL and publicly controlled companies that are designated
5     (1)
Section 2 of the Nuclear Industry (Finance) Act 1977 (c. 7) (financial limits for
BNFL) shall have effect—
15
(a)
as if the limit specified in subsection (1)(a) of that section applied to
BNFL and the designated BNFL companies, taken together, as it
previously applied just to BNFL; and
(b)
as if the amounts specified in sub-paragraph (2) were included, in the
case of the application of subsection (1)(a) of that section to BNFL
20
and those companies, in the amounts specified in subsection (2) of
that section.
      (2)
The amounts treated as included in the amounts specified in section 2(2) of
that Act of 1977 are—
(a)
the total paid after the passing of this Act by the Secretary of State or
25
the Treasury for securities issued, otherwise than in pursuance of
paragraph 2 of Schedule 6 to this Act, by a designated BNFL
company which is publicly controlled both before and after the
acquisition of those securities by the Secretary of State or the
Treasury;
30
(b)
the total amount outstanding in respect of the principal of loans
made by virtue of paragraph 2 of this Schedule to a designated BNFL
company;
(c)
every sum for which the Secretary of State is liable in fulfilment of so
much of a guarantee given under section 1(1) of that Act as relates to
35
the principal of any loan to a company which is a designated BNFL
company;
(d)
every sum to which the Secretary of State may become so liable in
default of payment by such a company;
(e)
so much of every sum which the Secretary of State has paid in
40
fulfilment of guarantees given for such a company under section 1(1)
of that Act as has not been repaid under section 1(4) of that Act.
      (3)
Section 2(3) of that Act of 1977 (limit of £400 million on certain other
guarantees for BNFL) shall have effect as if references to BNFL included
references to a designated BNFL company that was publicly controlled
45
when the guarantee was given.
      (4)
The Secretary of State may by order—
(a)
increase the limit for the time being specified in subsection 2(1)(a) of
that Act of 1977; or

Energy Bill [HL]
Schedule 7 — Finances and accounts of transferee companies
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(b)
provide for the apportionment of that limit between the different
companies in relation to which it applies and for its operation as
apportioned.
      (5)
An order apportioning the limit between different companies may provide
for the amount apportioned to a particular company to be nil.
5
      (6)
No order is to be made containing provision increasing that limit unless a
draft of the order has been—
(a)
laid before Parliament; and
(b)
approved by a resolution of the House of Commons.
      (7)
An order under that sub-paragraph providing for the apportionment of that
10
limit between different companies to which it applies must be laid before
Parliament.
Financial limits for publicly controlled transferees that are not designated
6     (1)
The aggregate amount outstanding by way of principal in respect of the
amounts specified in sub-paragraph (2) must not exceed £100 million.
15
      (2)
Those amounts are—
(a)
money borrowed by BNFL or by the UKAEA the liability to pay
which falls, by virtue of one or more nuclear transfer schemes, on a
company which at the time when the scheme came into force was
publicly controlled but was neither a designated BNFL company nor
20
a subsidiary of the UKAEA;
(b)
money borrowed by a transferee company which at the time of the
borrowing was publicly controlled but not a designated BNFL
company;
(c)
borrowed money for the repayment of which a publicly controlled
25
transferee company which is not a designated BNFL company is a
guarantor or a surety; and
(d)
sums issued out of the Consolidated Fund in fulfilment of
guarantees given under paragraph 4 in respect of borrowing by a
transferee company which at the time of the giving of the guarantee
30
was publicly controlled but was not a designated BNFL company.
      (3)
Borrowing by a wholly-owned subsidiary of a company (“the holding
company”) which would not otherwise be taken into account for the
purposes of this paragraph shall be taken into account as if it were
borrowing by the holding company; but borrowing—
35
(a)
between a company and any of its wholly-owned subsidiaries, or
(b)
between two such subsidiaries,

shall not be taken into account.
      (4)
Nothing in this paragraph—
(a)
restricts the amount that may be borrowed by a company that has
40
ceased to be publicly controlled; or
(b)
requires amounts in respect of the liabilities of such a company to
repay borrowing to be taken into account for the purposes of this
paragraph, except in so far as they are liabilities to repay the
Secretary of State.
45
      (5)
The Secretary of State may by order—
(a)
increase the limit for the time being specified in sub-paragraph (1); or

Energy Bill [HL]
Schedule 7 — Finances and accounts of transferee companies
185

(b)
provide for the apportionment of that limit between the different
companies in relation to which it applies and for its application as
apportioned.
      (6)
An order apportioning the limit between different companies may provide
for the amount apportioned to a particular company to be nil.
5
      (7)
No order is to be made containing provision increasing that limit unless a
draft of the order has been—
(a)
laid before Parliament; and
(b)
approved by a resolution of the House of Commons.
      (8)
An order under that sub-paragraph providing for the apportionment of that
10
limit between different companies to which it applies must be laid before
Parliament.
Temporary restrictions on borrowing of transferee companies
7     (1)
This paragraph applies if the articles of association of a transferee company
confer on a Minister of the Crown powers exercisable with the consent of the
15
Treasury for, or in connection with, restricting the sums of money that may
be borrowed or raised during any period by some or all of the members of
the group to which that company belongs.
      (2)
Those powers shall be exercisable in the national interest notwithstanding
any rule of law or the provisions of any enactment.
20
      (3)
For the purposes of this paragraph, an alteration of the articles of association
of the company shall be disregarded if the alteration—
(a)
has the effect of conferring or extending any power mentioned in
sub-paragraph (1); and
(b)
is made at a time when the company is not publicly owned.
25
      (4)
In this paragraph “group”, in relation to a company, means the following
companies, taken together—
(a)
that company;
(b)
all of its subsidiaries;
(c)
every company of which that company is a subsidiary; and
30
(d)
every company not mentioned in the preceding paragraphs which is
a subsidiary of a company falling within paragraph (c).
Statutory accounts of transferee companies
8     (1)
This paragraph has effect for the purposes of the statutory accounts of each
of the following—
35
(a)
a transferee company;
(b)
a subsidiary of the UKAEA to which a transfer has been made in
accordance with a nuclear transfer scheme;
(c)
a company that is the transferor in relation to a transfer in accordance
with such a scheme to a company falling within paragraph (a) or (b).
40
      (2)
The vesting in the company mentioned in sub-paragraph (1)(a) or (b) of
property, rights and liabilities in accordance with the nuclear transfer
scheme shall be taken to have been effected immediately after the end of the
last accounting year of the transferor.
      (3)
Where a nuclear transfer scheme—
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Schedule 8 — Pensions
Part 1 — Preliminary
186

(a)
specifies the value of an asset or the amount of a liability transferred
in accordance with the scheme, or
(b)
provides for the determination of that value or amount,

the value or amount shall be taken to be the value or amount specified in or
determined in accordance with the provisions of the scheme.
5
      (4)
In this paragraph—
“accounting year”, in relation to a body corporate, means the period
for which its annual accounts are prepared;
“last accounting year”, in relation to a nuclear transfer scheme, means
the last complete accounting year ending before the scheme comes
10
into force; and
“statutory accounts”, in relation to a company, means accounts of that
company prepared for the purposes of a provision of the
Companies Act 1985 (c. 6), including group accounts.
Accounts of Crown owned transferee companies to be laid before Parliament
15
9
As soon as practicable after the holding of a general meeting of a transferee
company which, at the time of the meeting, is wholly-owned by the Crown,
a Minister of the Crown must lay before Parliament a copy of—
(a)
all accounts which, in accordance with a requirement of the
Companies Act 1985, are laid before the company at that meeting,
20
and
(b)
all documents which are annexed or attached to those accounts.
Schedule 8
Section 49

Pensions
Part 1
25
Preliminary
Interpretation
1     (1)
In this Schedule—
“BNFL company” means BNFL or a subsidiary of BNFL;
“the designated date” means such date as the Secretary of State may
30
by order designate for the purposes of this Schedule;
“NDA pension scheme” means a pension scheme maintained by or on
behalf of the NDA under or by virtue of section 11(1)(a) or (b);
“non-nuclear pension scheme” means a pension scheme that is not a
nuclear pension scheme;
35
“nuclear pension scheme” means—
(a)
a UKAEA pension scheme;
(b)
an NDA pension scheme;
(c)
a pension scheme maintained by or on behalf of a nuclear
company which is wholly-owned by the Crown; or
40
(d)
a pension scheme designated for the purposes of this
Schedule by an order made by the Secretary of State;

Energy Bill [HL]
Schedule 8 — Pensions
Part 1 — Preliminary
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“pension scheme authority”, in relation to a nuclear pension scheme,
means, according to whether the scheme falls within paragraph (a),
(b), (c) or (d) of the preceding definition—
(a)
the UKAEA;
(b)
the NDA;
5
(c)
the nuclear company in question; or
(d)
the person specified in the order designating the scheme;
“private sector employer” means a person who is not a relevant public
sector employer;
“public sector employee” means a person who is—
10
(a)
an employee of the UKAEA;
(b)
an employee of a subsidiary of the UKAEA; or
(c)
an employee of, or a director or other officer of, a BNFL
company that is publicly controlled;
“relevant public sector employer” means any of the following—
15
(a)
the UKAEA;
(b)
the NDA;
(c)
the Civil Nuclear Police Authority;
(d)
a publicly controlled company;
“transfer arrangements” means arrangements for the transfer of any of
20
the following otherwise than in accordance with a nuclear transfer
scheme—
(a)
securities of, or voting rights in, a company; or
(b)
a business, or a part of a business;
“UKAEA pension scheme” means a pension scheme maintained by
25
the UKAEA under paragraph 7(2)(b) of Schedule 1 to the Atomic
Energy Authority Act 1954 (c. 32).
      (2)
References in this Schedule to the modification of a pension scheme include
references to the modification of any one or more of the following—
(a)
the trust deed of the scheme, if there is one;
30
(b)
rules of the scheme; or
(c)
any other instrument relating to the constitution, management or
operation of the scheme.
      (3)
For the purposes of this Schedule a body corporate is wholly-owned by the
Crown if it is a company limited by shares and that company is one in
35
which—
(a)
a person specified in sub-paragraph (4) holds all the shares; or
(b)
two or more persons so specified, taken together, hold all the shares.
      (4)
Those persons are—
(a)
the Treasury;
40
(b)
a Minister of the Crown;
(c)
another company which is wholly-owned by the Crown; or
(d)
a nominee of a person falling within paragraphs (a) to (c).
      (5)
A reference in this Schedule to a nuclear transfer scheme includes a reference
to a modification agreement (within the meaning of Schedule 5).
45
      (6)
References in this Schedule to a person being eligible to become a participant
in a pension scheme if he fulfils a condition—