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Taxation provisions relating to re-structuring etc |
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Capital gains tax and stamp duty land tax: de-grouping charges |
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1 | Paragraphs 2 to 4 apply in relation to— |
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(a) | section 179 of the Taxation of Chargeable Gains Act 1992 (c. 12) |
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(company ceasing to be member of group); |
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(b) | paragraph 3 of Schedule 7 to the Finance Act 2003 (c. 14) (withdrawal |
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2 | The provisions listed in paragraph 1 do not apply to a Post Office company |
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3 | A provision listed in paragraph 1 does not apply to a company that, |
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immediately before the event which would otherwise cause it to apply to the |
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company, is a parent of a Post Office company or of a Royal Mail company. |
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4 (1) | This paragraph applies if— |
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(a) | at any time, a company would otherwise be regarded (for the |
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purposes of a provision listed in paragraph 1) as ceasing to be a |
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(b) | immediately before and after that time, the company is a subsidiary |
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of a Royal Mail company and is publicly owned. |
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(2) | For the purposes of the provision— |
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(a) | treat the company as continuing to be a member of the group, but |
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(b) | if at any later time the company ceases to be publicly owned, treat the |
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company as ceasing (at that time) to be a member of the group. |
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(3) | References in this paragraph to a group have the same meaning as in the |
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Capital gains tax: transfer of securities of Post Office company |
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5 | For the purposes of the Taxation of Chargeable Gains Act 1992, any disposal |
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of securities of a Post Office company is to be treated as made for a |
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consideration such that no gain or loss accrues to the person making the |
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Stamp duty: transfer of securities of Post Office company |
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6 | No stamp duty is payable on a transfer of securities of a Post Office |
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Corporation tax: issue of shares and other securities |
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7 | For the purposes of the Corporation Tax Acts, treat any shares issued by a |
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company in pursuance of section 5 as if they had been issued wholly in |
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consideration of a subscription paid to the company of an amount equal to |
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the nominal value of the share. |
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8 | For the purposes of the Corporation Tax Acts, treat any security (other than |
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a share) issued by a company in pursuance of— |
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(a) | section 5 of this Act, or |
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(b) | section 74 of the Postal Services Act 2000 (c. 26), |
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| as if it had been issued wholly in consideration of a loan made to the |
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company of an amount equal to the principal sum payable under the |
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9 | For the purposes of the Corporation Tax Acts, treat any debt assumed by a |
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company under section 74(1) of the Postal Services Act 2000 as if it had been |
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assumed wholly in consideration of a loan made to the company of an |
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amount equal to the principal sum payable under the debt. |
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Further provision about access conditions |
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Provision that may be made by access conditions |
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1 (1) | Access conditions imposed on a person may include provision of the kind |
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mentioned in the following provisions of this Part of this Schedule. |
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(2) | Nothing in those provisions is to be read as restricting the generality of the |
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power to impose access conditions. |
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2 | An access condition imposed on a person may include provision— |
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(a) | requiring the terms and conditions on which the person is willing to |
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offer access to include such terms and conditions as may be specified |
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or described in the condition, or |
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(b) | requiring the person to make such modifications as OFCOM may |
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direct of any offer which sets out the terms and conditions on which |
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the person is willing to offer access. |
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3 (1) | An access condition imposed on a person may include provision imposing |
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(a) | such price controls as OFCOM may direct in relation to matters |
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connected with the giving of access (“access matters”), |
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(b) | rules made by OFCOM in relation to access matters about the |
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identification of costs and cost orientation, |
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(c) | rules made by OFCOM for those purposes about the use of cost |
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(d) | obligations to have compliance with those systems audited annually |
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by a qualified independent auditor, and |
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(e) | obligations to adjust prices in accordance with directions given by |
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(2) | A condition within sub-paragraph (1)(d) may require the person to meet the |
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(3) | In sub-paragraph (1)(d) “qualified independent auditor” means a person |
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(a) | is eligible for appointment as a statutory auditor under Part 42 of the |
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Companies Act 2006 (c. 46), and |
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(b) | if the appointment were an appointment as a statutory auditor, |
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would not be prohibited from acting by section 1214 of that Act |
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(independence requirement). |
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4 | An access condition may include provision requiring the application of |
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presumptions in the fixing and determination of costs and charges for the |
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purposes of the price controls, rules and obligations referred to in paragraph |
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5 (1) | If an access condition imposes rules on any person about the use of cost |
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accounting systems, OFCOM may secure that the condition also imposes an |
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obligation on the person to make arrangements for a description to be made |
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available to the public of the cost accounting system used. |
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(2) | If OFCOM impose an obligation on a person under sub-paragraph (1), the |
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description of information to be made available must include details of— |
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(a) | the main categories under which costs are brought into account for |
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the purposes of that system, and |
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(b) | the rules applied for the purposes of that system with respect to the |
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Arrangements for provision of services by others |
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6 (1) | This paragraph applies if— |
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(a) | services are provided to a postal operator pursuant to arrangements |
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made between the operator and another person (“B”), |
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(b) | an access condition requires the operator to secure that those services |
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are also provided to a third person (“C”), and |
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(c) | the provisions of the arrangements are such that the operator cannot |
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secure that the services are provided to C without B’s agreement. |
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(2) | The access condition may include— |
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(a) | provision in relation to the giving of agreement by B (including |
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provision for agreement to be deemed to be given in circumstances |
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specified in the condition); |
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(b) | provision for determining the terms and conditions on which B is to |
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secure the provision of the services to C. |
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(3) | Provision may not be included in an access condition as a result of this |
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paragraph if it would have the effect of requiring a person who provides |
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services pursuant to the arrangements to do more than the person could be |
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required to do pursuant to the arrangements as they have effect before the |
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Separation for accounting purposes |
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7 | An access condition imposed on a person requiring a separation for |
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accounting purposes between different matters may include provision— |
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(a) | requiring the separation to be maintained in relation to different |
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services, facilities or products or in relation to services, facilities or |
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products provided in different areas; |
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(b) | requiring particular accounting methods to be used in maintaining |
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Restriction on use of information obtained in connection with giving access |
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8 | An access condition imposed on a person may include provision requiring |
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the person not to use information which— |
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(a) | is obtained in connection with the giving of access, and |
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(b) | relates to the provision of postal services by any person to whom |
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| for any purpose other than the purpose of the access given by the condition. |
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9 | An access condition imposed on a person may include provision for |
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securing that obligations contained in the condition are complied with |
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within the periods or at the times required by or under the condition. |
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Dealing with requests for access |
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10 | An access condition imposed on a person may include provision for |
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securing fairness and reasonableness in the way in which requests for access |
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are made and responded to. |
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11 | An access condition imposed on a person may include provision requiring |
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the person not to discriminate unduly against particular persons, or against |
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a description of persons, in relation to access matters. |
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12 | An access condition imposed on a person may include provision requiring |
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(a) | to publish all such information as OFCOM may direct (in such |
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manner as they may direct) for the purpose of securing transparency |
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in relation to access matters, or |
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(b) | to publish (in such manner as OFCOM may direct) the terms and |
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conditions on which the person is willing to offer access. |
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Resolution of access disputes by OFCOM |
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Reference of disputes to OFCOM |
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13 (1) | Any one or more parties to an access dispute may refer the dispute to |
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(2) | In this paragraph “access dispute” means a dispute between postal |
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operators, or between a postal operator and a user of postal services, about |
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the terms and conditions (including those as to price) on which access, |
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required by virtue of an access condition to be given— |
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(a) | is to be or may be provided, |
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(b) | is being provided, or |
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(3) | A reference under this paragraph must be made in such manner as OFCOM |
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(4) | A requirement under sub-paragraph (3) is to be imposed, withdrawn or |
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modified by OFCOM publishing a notice in such manner as they consider |
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appropriate for bringing the requirement, withdrawal or modification to the |
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attention of persons who, in their opinion, are likely to be affected by it. |
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(5) | Different requirements may be imposed for different cases. |
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OFCOM to decide whether to handle dispute |
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14 (1) | This paragraph applies where a dispute has been referred to OFCOM under |
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(2) | OFCOM must decide whether it is appropriate for them to handle the |
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(3) | As soon as possible after they have reached a decision, OFCOM must inform |
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each of the parties to the dispute of— |
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(b) | the date it was made, and |
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(c) | their reasons for it. |
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Resolution of disputes by OFCOM |
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15 (1) | This paragraph applies if OFCOM have decided under paragraph 14 that it |
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is appropriate for them to handle a dispute. |
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(a) | consider the dispute, and |
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(b) | make a determination for resolving it. |
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(3) | The determination must be made as soon as reasonably practicable. |
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(4) | A determination binds all of the parties to the dispute. |
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(5) | Where there has been an attempt to resolve the dispute by other means— |
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(a) | OFCOM may, in making their determination, take account of |
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decisions made by others in the course of that attempt, and |
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(b) | the determination may include provision ratifying any of those |
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Resolution of disputes: OFCOM’s powers |
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16 (1) | The powers that may be exercised by OFCOM, on the making of a |
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determination under paragraph 15, are those listed in sub-paragraph (2). |
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(a) | to make a declaration setting out the rights and obligations of parties |
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(b) | to give a direction fixing the terms or conditions of transactions |
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between parties to the dispute; |
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(c) | to give a direction imposing an obligation, enforceable by the parties, |
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to enter into a transaction between themselves on the terms and |
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conditions fixed by OFCOM; |
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(d) | to give a direction, enforceable by the party to whom the sums are to |
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be paid, requiring the payment of sums by way of adjustment of an |
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underpayment or overpayment (but see sub-paragraph (3)); |
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(e) | to require a party to the dispute to pay all or part of another party’s |
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costs and expenses incurred in connection with the dispute; |
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(f) | to require a party to pay all or part of OFCOM’s costs of dealing with |
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the dispute (but see sub-paragraph (4)). |
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(3) | A direction under sub-paragraph (2)(d) may be given only for the purpose |
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of giving effect to a determination by OFCOM of the proper amount of a |
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charge in respect of which amounts have been paid by one party to the |
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(4) | A direction under sub-paragraph (2)(f) may be given to a party only if— |
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(a) | the party referred the dispute to OFCOM, and |
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(b) | OFCOM consider that the reference was frivolous or vexatious or |
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that the party has otherwise abused the right (conferred by |
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paragraph 13) to refer disputes. |
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Resolution of disputes: procedure |
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17 (1) | The procedure for the consideration and determination of a dispute is the |
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procedure that OFCOM consider appropriate. |
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(2) | That procedure may involve allowing the continuation of a procedure that |
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has already begun for resolving the dispute by other means. |
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(3) | OFCOM must send a copy of their determination, together with a full |
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statement of their reasons for it, to every party to the dispute. |
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(4) | OFCOM must publish so much of their determination as (having regard in |
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particular to the need to preserve commercial confidentiality) they consider |
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it appropriate to publish. |
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(5) | Information published under sub-paragraph (4) must be published in such |
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manner as OFCOM consider appropriate for bringing it to the attention (to |
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the extent that they consider appropriate) of members of the public. |
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Reference not to affect legal proceedings or OFCOM’s powers |
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18 (1) | A reference under paragraph 13 of a dispute does not prevent any person |
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from bringing or continuing any civil or criminal proceedings in or before a |
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court with respect to any of the matters under dispute. |
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(2) | Sub-paragraph (1) is subject to— |
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(a) | paragraph 15(4) (determination binding on all parties); |
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(b) | any agreement to the contrary. |
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(3) | Any reference of a dispute to OFCOM, or consideration or determination by |
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OFCOM of a dispute, does not prevent OFCOM from exercising any of their |
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powers (or from doing anything in connection with the exercise of any of |
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their powers) in relation to the subject-matter of the dispute. |
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19 (1) | This paragraph applies where a dispute has been referred under paragraph |
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(2) | OFCOM may require a person to provide them with specified information, |
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in the specified manner and within the specified period. |
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| “Specified” here means specified by OFCOM. |
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(3) | The information that may be specified is information required by OFCOM |
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(a) | deciding whether it is appropriate for them to handle the dispute, or |
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(b) | considering the dispute and making a determination under |
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(4) | The specified period must be reasonable. |
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(5) | In fixing that period, OFCOM must have regard (in particular) to— |
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(a) | the information that is required, |
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(b) | the nature of the dispute, and |
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(c) | the obligation imposed by paragraph 15(3) (obligation to make a |
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determination as soon as reasonably practicable). |
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(6) | Part 2 of Schedule 8 (information: enforcement) applies in relation to a |
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requirement imposed under this paragraph as if— |
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(a) | the requirement were imposed under paragraph 1 of that Schedule, |
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(b) | sub-paragraphs (4) and (5) of paragraph 5 of that Schedule were |
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Recovery of administrative charges incurred by OFCOM |
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1 (1) | If, at any time in a charging year, a postal operator provides a service within |
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the scope of the universal postal service, the operator must, in respect of the |
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service, pay to OFCOM the administrative charge (if any) that is fixed by |
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OFCOM as applicable to the operator. |
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(2) | OFCOM may fix the administrative charge for a charging year only if— |
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(a) | at the time the charge is fixed there is in force a statement by OFCOM |
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of the principles that they are proposing to apply in fixing charges |
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under this paragraph for that year, and |
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(b) | the charge is fixed in accordance with those principles. |
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(3) | Those principles must be such as appear to OFCOM to be likely to secure, on |
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the basis of such estimates of the likely costs as it is practicable for them to |
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