|
| |
|
| “recovery scheme” means so much of a nuclear transfer scheme as |
| |
contains provision for or in connection with a transfer authorised |
| |
| |
| “relevant contractor”, in relation to a recovery scheme, means the |
| |
person who (within the meaning of that section) is the contractor in |
| 5 |
relation to the contract by reference to the breach of which, or the |
| |
expiry or other termination of which, that scheme was made; |
| |
| |
(a) | in relation to a nuclear transfer scheme, means a person to |
| |
whom property, rights or liabilities are transferred in |
| 10 |
accordance with the scheme; and |
| |
(b) | in relation to particular property, rights or liabilities |
| |
transferred or created in accordance with a nuclear transfer |
| |
scheme, means the person to whom that property or those |
| |
rights or liabilities are transferred or in whose favour, or in |
| 15 |
relation to whom, they are created; |
| |
| |
(a) | in relation to a nuclear transfer scheme, means a person |
| |
from whom property, rights or liabilities are transferred in |
| |
accordance with the scheme; and |
| 20 |
(b) | in relation to particular property, rights or liabilities |
| |
transferred or created in accordance with a nuclear transfer |
| |
scheme, means the person from whom that property or |
| |
those rights or liabilities are transferred or the person who |
| |
or whose property is subject to the interest or right created |
| 25 |
by the scheme or for whose benefit the liability is created. |
| |
(2) | References in this Schedule to a right or to an entitlement to a right include |
| |
references to an entitlement to exercise a right; and, accordingly, references |
| |
to a right’s arising include references to its becoming exercisable. |
| |
| 30 |
| |
Structure etc. of transferee companies |
| |
Application and interpretation of Schedule |
| |
1 (1) | This Schedule applies where— |
| |
(a) | property, rights and liabilities are transferred to a company (“the |
| |
transferee company”) in accordance with provisions of a nuclear |
| 35 |
transfer scheme authorised by section 39; and |
| |
(b) | that company is publicly owned when the transfer takes effect. |
| |
| |
| “the Authorities” means the NDA and the UKAEA; |
| |
| “the relevant scheme”, in relation to the transferee company, means— |
| 40 |
(a) | the nuclear transfer scheme containing the provisions |
| |
authorised by section 39 in accordance with which property, |
| |
rights and liabilities are vested in that company; and |
| |
(b) | any modification agreement (within the meaning of |
| |
Schedule 5) relating to that scheme; |
| 45 |
|
| |
|
| |
|
| “transferee company” is to be construed in accordance with sub- |
| |
| |
| “transferor”, in relation to the transferee company, means the person |
| |
or body from whom property, rights or liabilities are transferred to |
| |
the transferee company in accordance with the relevant scheme. |
| 5 |
(3) | In this paragraph “company” has the same meaning as in the Companies Act |
| |
| |
Initial Government holding in the transferee company |
| |
2 (1) | As a consequence of the vesting, in accordance with the relevant scheme, of |
| |
property, rights and liabilities in the transferee company, that company |
| 10 |
| |
| |
(b) | a Minister of the Crown, |
| |
| such securities of the company as the Secretary of State may from time to |
| |
| 15 |
(2) | In a case where the transferee company is a wholly-owned subsidiary of one |
| |
of the Authorities, that company must, as a consequence of the vesting in |
| |
that company of property, rights and liabilities, issue to the Authority in |
| |
question such securities of the company as the Authority may from time to |
| |
| 20 |
(3) | A direction under sub-paragraph (1) or (2) may be given to a company only |
| |
at a time when the company is publicly owned. |
| |
(4) | Securities issued in accordance with a direction under this paragraph— |
| |
(a) | shall be of such nominal value as the Secretary of State may direct; |
| |
(b) | shall be issued as fully paid; and |
| 25 |
(c) | shall be treated for the purposes of the Companies Act 1985 as if they |
| |
had been paid up by virtue of the payment to the company of their |
| |
| |
(5) | The consent of the Treasury is required for— |
| |
(a) | the exercise by the Secretary of State or either of the Authorities of a |
| 30 |
power conferred by the preceding provisions of this paragraph; or |
| |
(b) | the disposal by a Minister of the Crown, or by either of the |
| |
Authorities, of securities issued to him or to that Authority in |
| |
accordance with this paragraph. |
| |
(6) | The consent of the Secretary of State is required for the giving of a direction |
| 35 |
by either of the Authorities under sub-paragraph (2). |
| |
Government investment in securities of transferee company |
| |
3 (1) | The Treasury or a Minister of the Crown may use money provided by |
| |
Parliament for the acquisition of— |
| |
(a) | securities of the transferee company; or |
| 40 |
(b) | rights to subscribe for such securities. |
| |
(2) | The consent of the Treasury is required for— |
| |
(a) | an acquisition by a Minister of the Crown under sub-paragraph (1); |
| |
| |
(b) | a disposal by a Minister of the Crown of securities or rights acquired |
| 45 |
by virtue of this paragraph. |
| |
|
| |
|
| |
|
Exercise of functions through nominees |
| |
4 (1) | The Treasury, a Minister of the Crown or either of the Authorities may |
| |
appoint a person to act as a nominee of the Treasury, of that Minister or of |
| |
| |
(a) | in the case of the Treasury or such a Minister, for the purposes of |
| 5 |
| |
(b) | in the case of one of the Authorities, for the purposes of paragraph 2. |
| |
(2) | The consent of the Treasury is required for the appointment of a nominee by |
| |
| |
(3) | The issue of securities under paragraph 2 to a nominee of the Treasury or of |
| 10 |
a Minister of the Crown must be in accordance with such directions (if any) |
| |
as are given from time to time— |
| |
| |
(b) | with the consent of the Treasury, by the Minister. |
| |
(4) | The acquisition of securities or rights under paragraph 3 by a nominee of the |
| 15 |
Treasury or of a Minister of the Crown must be in accordance with such |
| |
directions (if any) as are given from time to time— |
| |
| |
(b) | with the consent of the Treasury, by a Minister of the Crown. |
| |
(5) | A person who by virtue of paragraph 2 or 3 and this paragraph holds |
| 20 |
securities or rights as a nominee of the Treasury or of a Minister of the |
| |
Crown must hold them and deal with them— |
| |
| |
| |
| as the Treasury or, with the consent of the Treasury, the Secretary of State |
| 25 |
| |
Payment of dividends etc. into Consolidated Fund |
| |
5 | Dividends or other sums received by the Treasury or a Minister of the |
| |
Crown in right of, or on the disposal of, securities or rights acquired by |
| |
virtue of this Schedule must be paid into the Consolidated Fund. |
| 30 |
Distributable reserves of transferee companies |
| |
6 (1) | This paragraph applies where statutory accounts of the transferee company |
| |
prepared as at a particular time would show the company as having net |
| |
assets in excess of the aggregate of— |
| |
(a) | its called-up share capital; and |
| 35 |
(b) | the amount, apart from the property, rights and liabilities to which |
| |
the company has become entitled or subject in accordance with the |
| |
relevant scheme, of its undistributable reserves. |
| |
| |
(a) | section 263 of the Companies Act 1985 (c. 6) (profits available for |
| 40 |
| |
(b) | the preparation of statutory accounts of the company, |
| |
| that excess shall be treated, except so far as the Secretary of State may |
| |
otherwise direct, as representing an excess of the company’s accumulated |
| |
realised profits over its accumulated realised losses. |
| 45 |
|
| |
|
| |
|
(3) | For the purposes of section 264 of the Companies Act 1985 (c. 6) (restriction |
| |
on distribution of assets), so much of the excess as is the subject of a direction |
| |
under sub-paragraph (2), shall be treated as comprised in the company’s |
| |
undistributable reserves (subject to any modification of the direction by a |
| |
subsequent direction under sub-paragraph (4)). |
| 5 |
(4) | The Secretary of State may give a direction for treatment as profits in relation |
| |
to an amount equal to the whole or a part of an amount falling to be treated |
| |
as mentioned in sub-paragraph (3). |
| |
(5) | A direction for treatment as profits is one that provides that, on the |
| |
realisation (whether before or after the company in question ceases to be |
| 10 |
publicly owned) of such profits and losses as may be specified or described |
| |
in the direction, so much of the amount in relation to which the direction is |
| |
given as may be determined in accordance with it— |
| |
(a) | is to cease to be treated as mentioned in sub-paragraph (3); and |
| |
(b) | is to be treated as comprised in the company’s accumulated realised |
| 15 |
| |
(6) | The Secretary of State must not give a direction under any provision of this |
| |
paragraph at any time after the transferee company has ceased to be publicly |
| |
| |
(7) | The consent of the Treasury is required for the giving of a direction under |
| 20 |
| |
| |
| “accounting reference period” has the meaning given by section 224 of |
| |
| |
| “called-up share capital” has the meaning given by section 737 of that |
| 25 |
| |
| “net assets” has the meaning given by section 264(2) of that Act; |
| |
| “statutory accounts”, in relation to a company, means accounts of the |
| |
company prepared in respect of a period in accordance with the |
| |
requirements of that Act, or with those requirements applied with |
| 30 |
such modifications as are necessary where that period is not an |
| |
accounting reference period; |
| |
| “undistributable reserves” has the meaning given by section 264(3) of |
| |
| |
| 35 |
7 (1) | This paragraph applies where a distribution is proposed to be declared— |
| |
(a) | during an accounting reference period of the transferee company |
| |
which includes a transfer date; or |
| |
(b) | before any accounts are laid or filed in respect of such a period. |
| |
(2) | Sections 270 to 276 of the Companies Act 1985 (accounts relevant for |
| 40 |
determining whether a distribution may be made by a company) shall have |
| |
| |
(a) | references in section 270 to the company’s accounts and to accounts |
| |
relevant under that section, and |
| |
(b) | references in section 273 to initial accounts, |
| 45 |
| included references to such accounts as, on the assumptions stated in sub- |
| |
paragraph (3), would have been prepared under section 226 of that Act in |
| |
respect of the relevant year (“the relevant accounts”). |
| |
|
| |
|
| |
|
(3) | Those assumptions are— |
| |
(a) | that the relevant year was a financial year of the transferee company; |
| |
(b) | that the vesting of property, rights and liabilities in accordance with |
| |
the relevant transfer scheme was effected immediately after the |
| |
| 5 |
(c) | that so much of the relevant scheme as contains provision by or |
| |
under which there is a determination of the value of an asset to which |
| |
the company becomes entitled in accordance with the scheme has |
| |
effect for determining the value of that asset for the purposes of the |
| |
| 10 |
(d) | that so much of the relevant scheme as contains provision by or |
| |
under which there is a determination of the amount of a liability to |
| |
which the company becomes subject in accordance with the scheme |
| |
has effect for determining the amount of that liability for the |
| |
purposes of the accounts in question; |
| 15 |
(e) | that securities of the transferee company issued or allotted before the |
| |
declaration of the distribution had been issued or allotted before the |
| |
end of the relevant year; and |
| |
(f) | such other assumptions as may appear to the directors of the |
| |
transferee company to be necessary or expedient for the purposes of |
| 20 |
| |
(4) | The relevant accounts shall not be regarded as statutory accounts for the |
| |
purposes of paragraph 8 of Schedule 7. |
| |
| |
| “accounting reference period” has the meaning given by section 224 of |
| 25 |
the Companies Act 1985 (c. 6); |
| |
| “complete financial year” means a financial year ending with 31st |
| |
| |
| “distribution” has the same meaning as in Part 8 of the Companies Act |
| |
| 30 |
| “the relevant year”, in relation to a transfer date, means the last |
| |
complete financial year ending before that date; |
| |
| “a transfer date”, in relation to the transferee company, means the date |
| |
of the coming into force of the relevant scheme. |
| |
Saving for inherent powers of Ministers |
| 35 |
8 | Nothing in this Schedule is to be construed as prejudicing the ability of a |
| |
Minister of the Crown or the Treasury, apart from the powers conferred on |
| |
him or them by or under this Act or any other enactment— |
| |
(a) | to acquire or dispose of securities of a company other than the |
| |
| 40 |
(b) | to act through nominees for the purpose. |
| |
|
| |
|