|
| |
| |
(3) | In this paragraph “triggered entitlement”, in relation to a scheme, means an |
| |
| |
(a) | to terminate, modify, acquire or claim an interest or right to which |
| |
the transferor, or a subsidiary of the transferor, is entitled or subject, |
| |
| 5 |
(b) | to treat an interest or right to which the transferor, or a subsidiary of |
| |
the transferor, is entitled or subject as modified or terminated. |
| |
Scheme may impose obligations to enter into agreements or execute instruments |
| |
11 (1) | A scheme may contain provision for imposing, on the transferor or a |
| |
| 10 |
(a) | to enter into agreements with, or |
| |
(b) | to execute instruments in favour of, |
| |
| persons specified in the scheme. |
| |
(2) | The persons who may be so specified are— |
| |
| 15 |
| |
(c) | any person other than the transferor or a transferee. |
| |
(3) | Sub-paragraphs (4) to (7) apply where a scheme contains provision for |
| |
imposing an obligation of the kind mentioned in sub-paragraph (1). |
| |
(4) | The scheme must specify or describe the agreement or instrument to which |
| 20 |
| |
(5) | The obligation may be enforced in any authorised way by the person— |
| |
(a) | with whom the agreement is to be entered into, or |
| |
(b) | in favour of whom the instrument is to be executed. |
| |
(6) | In sub-paragraph (5) “enforced in any authorised way” means— |
| 25 |
(a) | enforced in civil proceedings for an injunction, |
| |
(b) | enforced in civil proceedings for any other appropriate remedy or |
| |
| |
(c) | enforced in any other way authorised by the scheme. |
| |
(7) | The scheme may provide for sub-paragraph (6)(a) or (b)— |
| 30 |
(a) | not to apply in relation to the obligation, or |
| |
(b) | to apply in relation to the obligation subject to restrictions imposed |
| |
| |
Supplementary provisions of schemes |
| |
12 (1) | A scheme may make such incidental, supplementary, consequential and |
| 35 |
transitional provision as the Secretary of State considers appropriate. |
| |
(2) | The provision under sub-paragraph (1) that may be made by a scheme |
| |
includes (in particular)— |
| |
(a) | provision saving the effect of things done by or in relation to the |
| |
| 40 |
(b) | provision for a transferee to be treated as the same person in law as |
| |
| |
| |
| |
|
| |
| |
(c) | provision for things done by or in relation to the transferor to be |
| |
treated as done by or in relation to a transferee, |
| |
(d) | provision for things (including legal proceedings) being done by or |
| |
in relation to the transferor to be continued by or in relation to a |
| |
| 5 |
(e) | provision for references in a document to the transferor, or to an |
| |
employee or office-holder of the transferor, to have effect with |
| |
modifications specified in the scheme. |
| |
(3) | In sub-paragraph (2)(e), the reference to an employee or office-holder of the |
| |
transferor includes a reference to a person employed in Her Majesty’s Home |
| 10 |
| |
(4) | Sub-paragraph (2)(e) does not apply to references in an enactment. |
| |
| |
13 (1) | At the time appointed for the purpose by a scheme— |
| |
(a) | property, rights and liabilities for whose transfer the scheme |
| 15 |
| |
(b) | interests, rights and liabilities for whose creation the scheme |
| |
| |
| shall, by virtue of this sub-paragraph, be transferred or (as the case may be) |
| |
created in accordance with the scheme. |
| 20 |
(2) | A scheme may appoint different times for the transfer or creation of different |
| |
| |
Modification of scheme by agreement |
| |
14 (1) | Where the transferor, and the transferee or transferees, under a scheme so |
| |
agree, the scheme shall be treated for all purposes as having been made with |
| 25 |
such modifications as may be agreed. |
| |
(2) | Sub-paragraph (1) does not apply in the case of an agreement relating to |
| |
rights and liabilities under a contract of employment unless the employee is |
| |
a party to the agreement. |
| |
(3) | Sub-paragraph (1) does not apply in the case of an agreement that adversely |
| 30 |
affects the property or rights of a person other than the transferor or a |
| |
transferee unless that person is a party to the agreement. |
| |
(4) | An agreement under sub-paragraph (1) may make— |
| |
(a) | any provision that could have been contained in the scheme, and |
| |
(b) | incidental, supplementary, consequential and transitional provision |
| 35 |
in connection with giving effect to any such provision. |
| |
(5) | Provision under sub-paragraph (4) may be made so as to have effect from |
| |
when the scheme was made (or any later time). |
| |
Transfer of employees and continuity of employment |
| |
15 (1) | Where, by virtue of a scheme, a person employed by the transferor becomes |
| 40 |
an employee of a transferee— |
| |
| |
| |
|
| |
| |
(a) | the person is not to be regarded for the purposes of Part 11 of the |
| |
Employment Rights Act 1996 (c. 18) as having been dismissed by |
| |
| |
(b) | the person’s period of employment with the transferor counts, for |
| |
the purposes of that Act, as a period of employment with the |
| 5 |
| |
(c) | the change of employment does not break the continuity of the |
| |
period of employment for the purposes of that Act. |
| |
(2) | In sub-paragraph (1)— |
| |
(a) | a reference to becoming an employee of a person includes a reference |
| 10 |
to becoming employed in Her Majesty’s Home Civil Service, and |
| |
(b) | a reference to being employed by a person, or to employment with a |
| |
person, includes a reference to being employed in Her Majesty’s |
| |
| |
Provision of information to person making scheme |
| 15 |
16 | Where the Secretary of State proposes to make a scheme under paragraph |
| |
1(1), 2(1) or 3(1) he may direct— |
| |
(a) | a proposed transferor, |
| |
(b) | a proposed transferee, or |
| |
(c) | Cross London Rail Links Limited, |
| 20 |
| to provide him with such information as he considers necessary to enable |
| |
| |
17 (1) | This paragraph applies to a direction under paragraph 16. |
| |
(2) | The direction must specify the period within which the information is to be |
| |
| 25 |
(3) | The period specified must be not less than 28 days beginning with the day |
| |
when the direction is given. |
| |
(4) | If a person fails to comply with the direction, the Secretary of State may serve |
| |
| |
(a) | requiring the person to produce to the Secretary of State, at a time |
| 30 |
and place specified in the notice, any documents which are specified |
| |
or described in the notice and are in the person’s custody or control, |
| |
| |
(b) | requiring the person to provide to the Secretary of State, at a time and |
| |
place and in the form and manner specified in the notice, such |
| 35 |
information as may be specified or described in the notice. |
| |
(5) | No person may be required under this paragraph— |
| |
(a) | to produce a document which he could not be compelled to produce |
| |
in civil proceedings in the High Court, or |
| |
(b) | to provide information which he could not be compelled to give in |
| 40 |
evidence in such proceedings. |
| |
(6) | A person who intentionally alters, suppresses or destroys a document which |
| |
he has been required to produce by a notice under sub-paragraph (4) is |
| |
guilty of an offence and liable— |
| |
(a) | on summary conviction, to a fine not exceeding the statutory |
| 45 |
| |
| |
| |
|
| |
| |
(b) | on conviction on indictment, to a fine. |
| |
(7) | If a person fails to comply with a notice under sub-paragraph (4), the High |
| |
Court may, on the application of the Secretary of State, make such order as |
| |
the court thinks fit for requiring the failure to be made good. |
| |
(8) | Any order under sub-paragraph (7) may include provision requiring all the |
| 5 |
costs or expenses of and incidental to the application to be borne by one or |
| |
| |
(a) | the person in default, and |
| |
(b) | any officers of a body corporate or other association who are |
| |
responsible for its default. |
| 10 |
| |
(a) | a reference to the production of a document includes a reference to |
| |
the production of a legible and intelligible copy of information |
| |
recorded otherwise than in legible form, and |
| |
(b) | the reference to suppressing a document includes a reference to |
| 15 |
destroying the means of reproducing information recorded |
| |
otherwise than in legible form. |
| |
| |
| |
| 20 |
18 (1) | In sub-paragraph (2), and in Part 4 of this Schedule except where the context |
| |
otherwise requires, “scheme” means a scheme under paragraph 1(1), 2(1) or |
| |
| |
| |
“enactment” includes an enactment— |
| 25 |
(a) | contained in an instrument made under an Act, or |
| |
(b) | contained in, or in an instrument made under, an Act of the |
| |
| |
“subsidiary” and “wholly-owned subsidiary” have the meaning given |
| |
by section 736 of the Companies Act 1985 (c. 6); |
| 30 |
“transferee”, in relation to a scheme, means a person who is a transferee |
| |
in respect of property, rights or liabilities for whose transfer the |
| |
| |
“transferor”, in relation to a scheme, means the person for the transfer |
| |
of whose property, rights or liabilities the scheme provides. |
| 35 |
(3) | 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. |
| |
| |
| |
|
