Postal Services Bill

House of Commons

Session 2010 - 11
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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—

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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—

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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,

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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.

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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”.