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Postal Services Bill


Postal Services Bill
Schedule 11 — Postal transfer schemes

117

 

(a)   

for the transfer of relevant statutory functions to a new company, or

(b)   

for relevant statutory functions to be exercisable concurrently by the

old company and a new company (or companies).

      (2)  

For this purpose “relevant statutory functions” means powers and duties

conferred or imposed on the old company by or under an enactment so far

5

as they are connected with—

(a)   

the undertaking of the old company to which the postal transfer

scheme relates, or

(b)   

property, rights or liabilities transferred in accordance with the

scheme.

10

      (3)  

Provision within sub-paragraph (1) may apply to relevant statutory

functions so far as exercisable in an area specified or described in the

provision.

Effect of postal transfer scheme: general

10    (1)  

At the time at which a postal transfer scheme takes effect—

15

(a)   

the property, rights and liabilities to be transferred in accordance

with the scheme, and

(b)   

the interests, rights and liabilities to be created in accordance with

the scheme,

           

are, as a result of this paragraph, to vest in the appropriate person.

20

      (2)  

For this purpose “the appropriate person” means—

(a)   

in the case of property, rights and liabilities to be transferred, the new

company (or companies), and

(b)   

in the case of interests, right and liabilities to be created, the person

in whose favour, or in relation to whom, they are to be created.

25

Effect of postal transfer scheme on right to terminate or modify interest etc

11    (1)  

This paragraph applies where a person would otherwise be entitled, in

consequence of anything done or likely to be done by or under this Act in

connection with a postal transfer scheme—

(a)   

to terminate, modify, acquire or claim an interest or right, or

30

(b)   

to treat an interest or right as modified or terminated.

      (2)  

The entitlement—

(a)   

is not enforceable in relation to the interest or right until after the

transfer of the interest or right by the scheme, and

(b)   

after that transfer, is enforceable in relation to the interest or right

35

only in so far as the scheme contains provision for the interest or

right to be transferred subject to whatever confers the entitlement.

      (3)  

Where shares in a subsidiary of the old company are transferred, sub-

paragraph (2) has effect in relation to an interest or right of the subsidiary as

if the references to the transfer of the interest or right included a reference to

40

the transfer of the shares.

Supplementary provisions of postal transfer schemes

12    (1)  

A postal transfer scheme may—

 
 

Postal Services Bill
Schedule 11 — Postal transfer schemes

118

 

(a)   

contain incidental, supplementary, consequential, transitional,

transitory or saving provision, and

(b)   

make different provision for different cases or circumstances.

      (2)  

Nothing in paragraphs 13 to 17 limits sub-paragraph (1).

      (3)  

In those paragraphs any reference to a transfer in accordance with a postal

5

transfer scheme includes the creation in accordance with a postal transfer

scheme of an interest, right or liability.

13    (1)  

A postal transfer scheme may provide, in relation to transfers in accordance

with the scheme—

(a)   

for a new company to be treated as the same person in law as the old

10

company,

(b)   

for agreements made, transactions effected or other things done by

or in relation to the old company to be treated, so far as may be

necessary for the purposes of or in connection with the transfers, as

made, effected or done by or in relation to a new company,

15

(c)   

for references in any document to the old company, or to an

employee or office holder of it, to have effect, so far as may be

necessary for the purposes of or in connection with any of the

transfers, with such modifications as are specified in the scheme, and

(d)   

for proceedings commenced by or against the old company to be

20

continued by or against a new company.

      (2)  

In sub-paragraph (1)(c) “document” includes an agreement or instrument,

but does not include an enactment.

14    (1)  

A postal transfer scheme may contain provision about—

(a)   

the transfer of foreign property, rights and liabilities, and

25

(b)   

the creation of foreign rights, interests and liabilities.

      (2)  

For this purpose property, or a right, interest or liability, is “foreign” if an

issue relating to it arising in any proceedings would (in accordance with the

rules of private international law) be determined under the law of a country

or territory outside the United Kingdom.

30

15    (1)  

A postal transfer scheme may contain provision for and in connection with

the payment of compensation to persons other than the old company and a

new company if their property, rights, interests or liabilities have been

affected by (or as a result of) a postal transfer scheme.

      (2)  

The provision may provide for the appointment of an arbitrator to

35

determine disputes about compensation.

16         

A postal transfer scheme may make provision for disputes as to the effect of

the scheme—

(a)   

between different new companies, or

(b)   

between the old company and a new company,

40

           

to be referred to such arbitration as may be specified in or determined under

the scheme.

17    (1)  

This paragraph applies if, in consequence of a postal transfer scheme, a

person (“P”) is entitled to possession of a document relating in part to the

title to, or to the management of, land or other property.

45

      (2)  

If the land or other property is in England and Wales—

 
 

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Schedule 11 — Postal transfer schemes

119

 

(a)   

the scheme may provide for P to be treated as having given another

person an acknowledgement in writing of the other person’s right to

production of the document and to delivery of copies of it, and

(b)   

section 64 of the Law of Property Act 1925 (production and safe

custody of documents) is to apply to the acknowledgement and is to

5

apply on the basis that the acknowledgement does not contain an

expression of contrary intention.

      (3)  

If the land or other property is in Scotland, section 16(1) of the Land

Registration (Scotland) Act 1979 (omission of certain clauses in deeds) has

effect in relation to the transfer as if—

10

(a)   

the transfer had been effected by deed, and

(b)   

the words “unless specially qualified” were omitted from that

subsection.

      (4)  

If the land or other property is in Northern Ireland—

(a)   

the scheme may provide for P to be treated as having given another

15

person an acknowledgement in writing of the other person’s right to

production of the document and to delivery of copies of it, and

(b)   

section 9 of the Conveyancing Act 1881 (which corresponds to

section 64 of the 1925 Act) is to apply to the acknowledgement and is

to apply on the basis that the acknowledgement does not contain an

20

expression of contrary intention.

Proof of title by certificate

18         

A certificate issued by the Secretary of State to the effect that any property,

interest, right or liability vested (in accordance with a postal transfer

scheme) in a person specified in the certificate at a time so specified is

25

conclusive evidence of the matters so specified.

Staff

19         

The Transfer of Undertakings (Protection of Employment) Regulations 2006

apply to a transfer (under a postal transfer scheme) of rights and liabilities

under a contract of employment (whether or not the transfer would

30

otherwise be a relevant transfer for the purposes of those regulations).

20         

If an employee of the old company becomes an employee of a new company

as a result of a postal transfer scheme—

(a)   

a period of employment with the old company is to be treated as a

period of employment with the new company, and

35

(b)   

the transfer to the new company is not to be treated as a break in

service.

Transfers in case of foreign companies

21    (1)  

This paragraph applies if the old company is a foreign company.

      (2)  

The property, rights and liabilities which may be transferred by a postal

40

transfer scheme, or in or in relation to which interests, rights or liabilities

may be created by a postal transfer scheme, are confined to—

(a)   

property of the old company in the United Kingdom,

(b)   

rights and liabilities arising in relation to its property in the United

Kingdom, and

45

 
 

Postal Services Bill
Schedule 12 — Minor and consequential amendments
Part 1 — Postal Services Act 2000

120

 

(c)   

rights and liabilities arising in connection with its affairs and

business so far as carried on in the United Kingdom.

Transfers by two or more postal transfer schemes

22    (1)  

This paragraph applies if there are two or more postal transfer schemes

making transfers to new companies.

5

      (2)  

Paragraph 7 has effect as if—

(a)   

in sub-paragraph (1)(a) the reference to property or rights

transferred in accordance with a postal transfer scheme included

property or rights transferred in accordance with another postal

transfer scheme, and

10

(b)   

in sub-paragraphs (2)(a) and (3) references to a new company

included a company that is a new company for the purposes of

another postal transfer scheme.

      (3)  

Accordingly, in relation to anything done by a postal transfer scheme as a

result of this paragraph, any reference to a new company in paragraphs 13

15

to 16 includes a company that is a new company for the purposes of another

postal transfer scheme.

Schedule 12

Section 89

 

Minor and consequential amendments

Part 1

20

Postal Services Act 2000

1          

The Postal Services Act 2000 is amended as follows.

2          

Omit sections 1 and 3 to 5 (introductory).

3          

Omit sections 6 to 41 (licences for postal services).

4          

Omit sections 42 to 50 (the Postal Services Commission).

25

5          

Omit sections 60 to 61A (the Postal Services Commission and the Council).

6          

In section 62 (transfer of property etc to nominated company), omit

subsections (1) to (5), (7) and (8).

7          

For section 63 substitute—

“63     

Power to direct issue of certain securities etc

30

(1)   

This section applies to—

(a)   

a Post Office company,

(b)   

a Royal Mail company, or

(c)   

a company in the same group as a company within

paragraph (a) or (b),

35

   

that is wholly owned by the Crown.

(2)   

The Secretary of State may direct a company to which this section

applies to issue securities to—

 
 

Postal Services Bill
Schedule 12 — Minor and consequential amendments
Part 1 — Postal Services Act 2000

121

 

(a)   

the Secretary of State or the Treasury (or to a nominee of

either of them), or

(b)   

a parent company that is wholly owned by the Crown.

(3)   

A direction must specify—

(a)   

the kind and amount of securities to be issued,

5

(b)   

the terms of issue, and

(c)   

the date at or by which the securities must be issued.

(4)   

Any shares issued in pursuance of a direction under this section are

to be—

(a)   

issued as fully paid, and

10

(b)   

treated for the purposes of the Companies Acts as if they had

been paid up by virtue of payment of their nominal value in

cash.

(5)   

A direction under this section may be given only with the consent of

the Treasury.

15

(6)   

Before giving a direction under this section, the Secretary of State

must consult—

(a)   

the company to whom the direction is to be given, and

(b)   

if the company has a parent company, its parent company

(or, if it has more than one parent company, the parent

20

company that does not itself have a parent company).”

8     (1)  

Section 64 (government investment in certain securities) is amended as

follows.

      (2)  

In the heading, for “the Post Office company and its subsidiaries

substitute “certain companies”.

25

      (3)  

In subsection (1), for “the Post Office company or of any of its subsidiaries”

substitute “—

(a)   

a Post Office company,

(b)   

a Royal Mail company, or

(c)   

a company in the same group as a company within

30

paragraph (a) or (b).”

      (4)  

After that subsection insert—

“(1A)   

Securities acquired under this section may be held by a nominee.”

      (5)  

Omit subsection (3).

9     (1)  

Section 68 (loans by the Secretary of State to the Post Office company etc) is

35

amended as follows.

      (2)  

In the heading, for “the Post Office company and its subsidiaries

substitute “relevant companies”.

      (3)  

In subsection (1), for “the Post Office company or any of its subsidiaries”

substitute “a relevant company”.

40

      (4)  

After that subsection insert—

“(1A)   

In this Part “relevant company” means—

(a)   

a Post Office company,

 
 

Postal Services Bill
Schedule 12 — Minor and consequential amendments
Part 1 — Postal Services Act 2000

122

 

(b)   

a Royal Mail company, or

(c)   

a company that is, or has at any time been, in the same group

as a company within paragraph (a) or (b).”

10    (1)  

Section 69 (guarantees by the Secretary of State for the Post Office company

etc) is amended as follows.

5

      (2)  

In the heading, for “the Post Office company and its subsidiaries

substitute “relevant companies”.

      (3)  

In subsection (1), for “the Post Office company or any of its subsidiaries”

substitute “a relevant company”.

      (4)  

In subsection (3), for “the Post Office company or the subsidiary concerned”

10

substitute “the relevant company”.

11    (1)  

Section 70 (extinguishment of certain liabilities) is amended as follows.

      (2)  

In subsections (1) and (2), for “the Post Office company or of any of its

subsidiaries” substitute “a relevant company”.

      (3)  

For subsections (3) and (4) substitute—

15

“(3)   

Before exercising a power under subsection (1) or (2), the Secretary

of State must consult—

(a)   

the relevant company, and

(b)   

if the relevant company has a parent company, its parent

company (or, if it has more than one parent company, the

20

parent company that does not itself have a parent company).”

12         

In section 71(1) and (2) (limit on loans and other arrangements with

government), for “the Post Office company and any of its subsidiaries”

substitute “relevant companies”.

13    (1)  

Section 72 (reserves of the Post Office company and its subsidiaries) is

25

amended as follows.

      (2)  

In the heading, for “the Post Office company and its subsidiaries

substitute “relevant companies”.

      (3)  

In subsection (1)—

(a)   

for “the Post Office company”, in the first place, substitute “a

30

relevant company that does not have a parent company (“the

relevant company”)”, and

(b)   

in paragraphs (a), (b) and (c), for “the Post Office company”

substitute “the relevant company”.

      (4)  

For subsection (6) substitute—

35

“(5A)   

No direction under this section may be given to, or in respect of, a

company that is not wholly owned by the Crown.

(6)   

Before giving a direction under this section to a company, the

Secretary of State must consult the company.”

14         

In section 73 (statutory accounts of the Post Office company), for “the Post

40

Office company”, in each place, substitute “the original holding company”.

15    (1)  

Section 74 (further provisions relating to the capital structure of the Post

Office company) is amended as follows.

 
 

Postal Services Bill
Schedule 12 — Minor and consequential amendments
Part 1 — Postal Services Act 2000

123

 

      (2)  

In the heading, for “the Post Office company” substitute “certain relevant

companies”.

      (3)  

In subsection (1), for “the Post Office company” substitute “a company

within subsection (1A)”.

      (4)  

After that subsection insert—

5

“(1A)   

A company is within this subsection if—

(a)   

it is a relevant company,

(b)   

it is wholly owned by the Crown, and

(c)   

it does not have a parent company.”

      (5)  

In subsection (3)—

10

(a)   

for “The Post Office company” substitute “A company within

subsection (1A)”, and

(b)   

at the end insert “(or their nominees)”.

      (6)  

In subsection (4), after “the Secretary of State” insert “(or a nominee of the

Secretary of State)”.

15

      (7)  

In subsection (7)(b), for “the Post Office company” substitute “the relevant

company”.

16         

Omit section 75 (dissolution of the Post Office).

17    (1)  

Section 77 (publicity requirements for certain accounts and reports of the

Post Office company) is amended as follows.

20

      (2)  

In the heading, omit “of the Post Office company”.

      (3)  

Before subsection (1) insert—

“(A1)   

This section applies to—

(a)   

a relevant company that is wholly owned by the Crown and

does not have a parent company, and

25

(b)   

the original holding company if it is wholly owned by the

Crown.”

      (4)  

In subsections (1) and (2), for “The Post Office company” substitute “A

company to which this section applies”.

18    (1)  

Section 78 (information requirements on the Post Office company) is

30

amended as follows.

      (2)  

In the heading, for “the Post Office company” substitute “certain relevant

companies”.

      (3)  

Before subsection (1) insert—

“(A1)   

This section applies to—

35

(a)   

a relevant company that is wholly owned by the Crown and

does not have a parent company, and

(b)   

the original holding company if it is wholly owned by the

Crown.”

      (4)  

In subsection (1), for “, on or after the appointed day, serve notice on the Post

40

Office company” substitute “serve notice on a company to which this section

applies”.

 
 

 
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