|
| |
|
(3) | The property, rights and liabilities that may be transferred are— |
| |
(a) | securities of a nuclear company that is not publicly owned; |
| |
(b) | property and rights of such a company in or in relation to a nuclear site |
| |
or an installation in or on such a site; or |
| |
(c) | property, rights and liabilities to which such a company is entitled or |
| 5 |
| |
(i) | in respect of such a site or installation; |
| |
(ii) | in connection with or by reference to activities carried on in or |
| |
on such a site or installation; or |
| |
(iii) | for purposes connected with that site or installation or with any |
| 10 |
| |
(4) | In subsection (3) references to the property, rights and liabilities of a company, |
| |
or to which a company is entitled or subject, include references to the property, |
| |
rights and liabilities of any of its wholly-owned subsidiaries. |
| |
44 | Recovery of property from private ownership |
| 15 |
(1) | This section applies in the case of a nuclear company (“the transferred |
| |
company”) all the shares in which were transferred for the purposes of a |
| |
management contract to the contractor or to a subsidiary of the contractor |
| |
| |
(a) | the contractor is in breach of that contract; or |
| 20 |
(b) | that contract has come to an end, whether by the expiry of the period |
| |
for which it was in force or otherwise. |
| |
(2) | A nuclear transfer scheme may provide for the transfer to— |
| |
(a) | a publicly owned company, |
| |
| 25 |
(c) | a consenting contractor, |
| |
| of the property, rights and liabilities falling within subsection (3) that are set |
| |
| |
(3) | The property, rights and liabilities that may be transferred are— |
| |
(a) | securities of the transferred company (whether transferred as |
| 30 |
mentioned in subsection (1) or issued afterwards); |
| |
(b) | property, rights and liabilities to which the transferred company was |
| |
entitled or subject immediately before the transfer so mentioned; |
| |
(c) | property, rights and liabilities transferred for the purposes of the |
| |
management contract, to the contractor, to a subsidiary of the |
| 35 |
contractor or to the transferred company or a wholly-owned subsidiary |
| |
of the transferred company; |
| |
(d) | property, rights and liabilities to which the transferred company or a |
| |
wholly-owned subsidiary of the transferred company first became |
| |
entitled or subject while that contract was in force. |
| 40 |
(4) | Subsection (3) does not apply to property, rights or liabilities to the extent that |
| |
they have been excluded from that subsection by— |
| |
(a) | provision contained in an agreement between the NDA and the person |
| |
entitled to or subject to them; or |
| |
(b) | provision contained in a nuclear transfer scheme by virtue of which the |
| 45 |
property, rights and liabilities or the shares mentioned in subsection (1) |
| |
were vested in any person. |
| |
|
| |
|
| |
|
(5) | A transfer is authorised by this section notwithstanding that what is |
| |
transferred has ceased, before the transfer, to be the property or a right or |
| |
| |
(a) | of a person to whom anything was transferred for the purposes of the |
| |
management contract mentioned in subsection (1); |
| 5 |
(b) | of the transferred company or of a wholly-owned subsidiary of that |
| |
| |
(c) | in the case of securities issued after the transfer mentioned in that |
| |
subsection, of the person to whom they were issued. |
| |
(6) | Nothing in this section authorises the transfer of property, rights or liabilities |
| 10 |
from a company at a time when it is publicly owned. |
| |
(7) | For the purposes of this section a person is a consenting contractor, in relation |
| |
to a nuclear transfer scheme, if— |
| |
(a) | he is a contractor under a management contract other than the one that |
| |
has been broken or come to an end; and |
| 15 |
(b) | he has consented to the provisions of the scheme so far as they relate to |
| |
| |
| |
| “contractor”, in relation to a management contract, means a party to the |
| |
contract who is not the NDA; |
| 20 |
| “management contract” means a contract between the NDA and another |
| |
person under which the other person is required to do or secure |
| |
anything that the NDA is required to secure for the purpose of |
| |
discharging its responsibilities; and |
| |
| “transferred”, in relation to shares, property, rights or liabilities, means |
| 25 |
transferred in accordance with a nuclear transfer scheme. |
| |
45 | Transfer of Nuclear Liabilities Investment Portfolio |
| |
(1) | A nuclear transfer scheme may provide for the transfer from BNFL to the |
| |
| |
(a) | the Nuclear Liabilities Investment Portfolio; or |
| 30 |
(b) | so much of that Portfolio as may be specified in the scheme. |
| |
(2) | Nothing in this section authorises a transfer at a time when BNFL is no longer |
| |
| |
(3) | Where cash is transferred to the Secretary of State by a transfer authorised by |
| |
this section, he must pay it into the Consolidated Fund. |
| 35 |
(4) | Where the Secretary of State receives— |
| |
(a) | sums by way of income on property or rights transferred to him by a |
| |
transfer authorised by this section, or |
| |
(b) | sums in respect of the disposal of any such property or rights, |
| |
| he must pay those sums into the Consolidated Fund. |
| 40 |
(5) | The Secretary of State must comply with every direction given to him by the |
| |
Treasury with respect to— |
| |
(a) | the disposal of property or rights transferred to him by a transfer |
| |
authorised by this section; or |
| |
(b) | the exercise of any other right attached to, or arising in respect of, such |
| 45 |
| |
|
| |
|
| |
|
| and (in a case where there is no applicable direction) the Secretary of State must |
| |
not dispose of or exercise any property or rights with respect to which he may |
| |
be given a direction except with the consent of the Treasury. |
| |
(6) | In this section “the Nuclear Liabilities Investment Portfolio” means property |
| |
and rights to which BNFL is entitled and which appear to the Secretary of State, |
| 5 |
from BNFL’s published accounts, to represent assets held by BNFL for the |
| |
purpose of being able to meet costs or liabilities for which the NDA has a |
| |
financial responsibility under Chapter 1 of this Part. |
| |
Extinguishment of undertakings and tax losses |
| |
46 | Undertakings given by the Secretary of State |
| 10 |
(1) | This section applies where— |
| |
(a) | the Secretary of State has given an undertaking to a publicly owned |
| |
company to make payments to that company or a subsidiary of that |
| |
| |
(b) | it appears to him that (apart from section 24(8)) the financial |
| 15 |
responsibilities of the NDA under Chapter 1 of this Part would make it |
| |
unnecessary for those amounts to be paid. |
| |
(2) | The Secretary of State may extinguish the undertaking, and every liability of |
| |
his that has arisen under the undertaking, with effect from such date as he may |
| |
notify to the other parties to it. |
| 20 |
(3) | Nothing in this section authorises the extinguishment of an undertaking at a |
| |
time when the company to whom payments would fall to be made under the |
| |
undertaking is not publicly owned. |
| |
(4) | The extinguishment of an undertaking under this section shall neither require |
| |
nor enable any sum to be brought into account in any person’s case for the |
| 25 |
purposes of corporation tax. |
| |
(5) | In this section “undertaking” includes any agreement in which an undertaking |
| |
to make payments is contained. |
| |
47 | Extinguishment of BNFL losses for tax purposes |
| |
(1) | In relation to accounting periods beginning on or after the trigger date, all the |
| 30 |
relevant losses of every BNFL company arising before that date shall be treated |
| |
for the purposes of corporation tax as extinguished. |
| |
(2) | The following are relevant losses of a BNFL company for the purposes of this |
| |
| |
(a) | losses incurred by the company in a trade; |
| 35 |
(b) | losses incurred by the company in a transaction a profit or gain from |
| |
which would have been chargeable to tax under Case VI of Schedule D; |
| |
(c) | excesses to be carried forward in the company’s case under section |
| |
75(3) of the Income and Corporation Taxes Act 1988 (c. 1); |
| |
(d) | Schedule A losses (within the meaning of section 392A of that Act) |
| 40 |
| |
(e) | losses to be carried forward in the company’s case under section |
| |
| |
(f) | any tax loss of the company falling within section 400(2)(d) of that Act; |
| |
|
| |
|
| |
|
(g) | allowable losses (within the meaning of section 8 of the Taxation of |
| |
Chargeable Gains Act 1992 (c. 12)) that have accrued to the company; |
| |
(h) | deficits of the kind mentioned in subsection (1) of section 83 of the |
| |
Finance Act 1996 (c. 8) to the extent that they are to be carried forward |
| |
in the company’s case under subsection (3A) of that section; |
| 5 |
(i) | excesses of the kind mentioned in section 260 of the Capital Allowances |
| |
Act 2001 (c. 2) in relation to the company; |
| |
(j) | losses of the kind mentioned in paragraph 35(1) of Schedule 29 to the |
| |
Finance Act 2002 (c. 23) incurred by the company; |
| |
(k) | unrelieved surplus advance corporation tax of the company (within the |
| 10 |
meaning of section 32 of the Finance Act 1998 (c. 36)). |
| |
(3) | This section applies to the relevant losses of a BNFL company only if it is |
| |
publicly owned on the day before the trigger date. |
| |
| |
| 15 |
| |
(b) | a company that is a 75 per cent subsidiary of BNFL at a time |
| |
during the qualifying period; or |
| |
(c) | a company (other than BNFL) that is a 75 per cent subsidiary of |
| |
a BNFL parent company at a time during the qualifying period; |
| 20 |
| “BNFL parent company” means a company of which BNFL is a 75 per cent |
| |
| |
| “qualifying period” means the period beginning with 16th March 2004 |
| |
and ending with the trigger date; |
| |
| “trigger date” means whichever is the earlier of the following— |
| 25 |
(a) | the date of the first occasion on which section 24 operates so as |
| |
to confer financial responsibilities on the NDA in relation to an |
| |
installation, site or facility the person with control of which is a |
| |
BNFL company that is publicly owned; and |
| |
(b) | the date of the first occasion on which a transfer takes effect |
| 30 |
which is a transfer to the NDA or a subsidiary of the NDA in |
| |
accordance with a nuclear transfer scheme authorised by |
| |
section 42 of property, rights or liabilities of a BNFL company. |
| |
(5) | This section shall be construed as one with the Corporation Tax Acts. |
| |
Provisions relating to transfers |
| 35 |
48 | Further provision applying to transferee companies |
| |
(1) | Schedule 7 (which makes provision about the finances and accounts of publicly |
| |
controlled companies to which property, rights and liabilities are transferred) |
| |
| |
(2) | In Part 3 of Schedule 1 to the House of Commons Disqualification Act 1975 |
| 40 |
(c. 24) (other disqualifying offices), insert (at the appropriate place)— |
| |
| “Director of a publicly controlled company (within the meaning of |
| |
Chapter 2 of Part 2 of the Energy Act 2004) to which transfers have |
| |
been made in accordance with provisions of nuclear transfer |
| |
schemes authorised by that Chapter.”; |
| 45 |
|
| |
|
| |
|
| and the corresponding amendment shall also be made in Part 3 of Schedule 1 |
| |
to the Northern Ireland Assembly Disqualification Act 1975 (c. 25). |
| |
| |
Schedule 8 (which makes provision about pensions in connection with |
| |
transfers affecting nuclear undertakings) has effect. |
| 5 |
| |
Schedule 9 (which makes taxation provision in relation to nuclear transfer |
| |
| |
51 | Supplementary powers of the Secretary of State, the NDA and the UKAEA |
| |
(1) | The Secretary of State shall have power to enter into agreements for the |
| 10 |
purpose of accepting or imposing such contractual obligations as he thinks fit |
| |
| |
(a) | nuclear transfer schemes and proposals for such schemes; |
| |
(b) | anything connected with such a scheme or proposal; or |
| |
(c) | the exercise of powers conferred on the Secretary of State or any other |
| 15 |
person by or under this Chapter. |
| |
(2) | The NDA and the UKAEA shall each have power to enter into agreements for |
| |
the purpose of accepting or imposing such contractual obligations as it or they |
| |
think fit with respect to— |
| |
(a) | nuclear transfer schemes and proposals for such schemes; |
| 20 |
(b) | anything connected with such a scheme or proposal; or |
| |
(c) | the exercise of powers conferred on it or them, or any other person, by |
| |
| |
(3) | The NDA and the UKAEA shall also each have power to do anything else |
| |
which, in its or their opinion, is appropriate for facilitating— |
| 25 |
(a) | a transfer which is or is proposed to be effected in accordance with a |
| |
nuclear transfer scheme; or |
| |
(b) | any other transfer of property, rights or liabilities of the NDA or (as the |
| |
case may be) the UKAEA which is or is proposed to be effected for |
| |
purposes connected with the carrying out by any person of any |
| 30 |
functions conferred on that person by or under this Part. |
| |
(4) | Agreements entered into in exercise of the powers conferred by subsection (1) |
| |
or (2) may, in particular, include provision for the making of payments |
| |
(whether by way of consideration or otherwise)— |
| |
(a) | to the Secretary of State, or |
| 35 |
(b) | to the NDA or the UKAEA, |
| |
| in respect of anything transferred or created in accordance with a nuclear |
| |
| |
(5) | The consent of the Treasury is required for the Secretary of State or the UKAEA |
| |
to enter into an agreement in exercise of those powers. |
| 40 |
(6) | The consent of the Secretary of State is also required for the UKAEA to enter |
| |
into an agreement in exercise of those powers. |
| |
(7) | Before making any disposal of securities of a company in a case in which— |
| |
|
| |
|
| |
|
(a) | the disposal is made in accordance with arrangements entered into by |
| |
the UKAEA for purposes connected with the carrying out of its |
| |
| |
(b) | those arrangements are not arrangements to which the Secretary of |
| |
State has consented under subsection (6), and |
| 5 |
(c) | in the opinion of the UKAEA, the disposal is one which they would not |
| |
have power to make but for section 1(2) of the Atomic Energy |
| |
(Miscellaneous Provisions) Act 1981 (c. 48) (disposal otherwise |
| |
inconsistent with UKAEA functions), |
| |
| the UKAEA must consult the Secretary of State. |
| 10 |
(8) | Subsection (4) of section 1 of the Atomic Energy (Miscellaneous Provisions) Act |
| |
1981 (which limits the cases in which the UKAEA may make share disposals |
| |
that are inconsistent with its functions) shall not apply— |
| |
(a) | to anything done by the UKAEA in exercise of powers conferred on |
| |
them by or under this Chapter; or |
| 15 |
(b) | to any disposal of securities in accordance with arrangements entered |
| |
into by the UKAEA for purposes connected with the carrying out of its |
| |
| |
(9) | Sums received by the Secretary of State in pursuance of an agreement under |
| |
this section must be paid into the Consolidated Fund. |
| 20 |
(10) | The powers conferred on the Secretary of State, the NDA and the UKAEA by |
| |
| |
(a) | are in addition to their powers apart from this section; and |
| |
(b) | are to be disregarded in determining the extent of those powers. |
| |
Supplementary provisions of Chapter 2 of Part 2 |
| 25 |
52 | Duty to assist the Secretary of State |
| |
(1) | This section applies where the Secretary of State proposes to make a nuclear |
| |
| |
(2) | The transferor shall have the duty, within such period as the Secretary of State |
| |
| 30 |
(a) | to provide the Secretary of State, and |
| |
(b) | to secure, so far as practicable, that its subsidiaries provide the |
| |
| |
| with all such information and other assistance as the Secretary of State may |
| |
require for the purposes of, or in connection with, the making of the scheme. |
| 35 |
(3) | The duties of the transferor under this section are duties owed to the Secretary |
| |
| |
(4) | Those duties are to be enforceable by the Secretary of State in civil |
| |
| |
| 40 |
(b) | for specific performance of a statutory duty under section 45 of the |
| |
Court of Session Act 1988 (c. 36); or |
| |
(c) | for any other appropriate remedy or relief. |
| |
|
| |
|
| |
|
(5) | In this section “the transferor”, in relation to a nuclear transfer scheme, means |
| |
a person from whom it is proposed that property, rights or liabilities are |
| |
transferred by the scheme. |
| |
53 | Interpretation of Chapter 2 of Part 2 |
| |
| 5 |
| “nuclear company” means a body corporate with control of a designated |
| |
installation, designated site or designated facility; |
| |
| “publicly controlled” is to be construed in accordance with subsection (3). |
| |
(2) | Expressions used in this Chapter and in Chapter 1 of this Part have the same |
| |
meanings in this Chapter as in that Chapter. |
| 10 |
(3) | For the purposes of this Chapter a body corporate is a publicly controlled |
| |
company if it is a company limited by shares that is either publicly owned or is |
| |
otherwise a company in which— |
| |
(a) | a person specified in subsection (4) holds a majority of the voting rights; |
| |
| 15 |
(b) | two or more persons so specified, taken together, hold a majority of the |
| |
| |
(4) | The persons mentioned in subsection (3) are— |
| |
| |
(b) | a Minister of the Crown; |
| 20 |
| |
| |
(e) | a publicly owned company; or |
| |
(f) | a nominee of a person falling within paragraphs (a) to (e). |
| |
(5) | In this section “company” has the same meaning as in the Companies Act 1985 |
| 25 |
| |
| |
Civil Nuclear Constabulary |
| |
Civil Nuclear Police Authority |
| |
54 | The Civil Nuclear Police Authority |
| 30 |
(1) | There shall be a body corporate to be known as the Civil Nuclear Police |
| |
Authority (“the Police Authority”). |
| |
(2) | Schedule 10 (which makes further provision about the Police Authority) has |
| |
| |
|
| |
|