|
| |
|
(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 |
| |
| |
(b) | property, rights or liabilities transferred in accordance with the |
| |
| 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 |
| |
| |
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 |
| |
| |
(b) | the interests, rights and liabilities to be created in accordance with |
| |
| |
| 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. |
| |
| |
(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— |
| |
|
| |
|
| |
|
(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 |
| |
| |
(a) | for a new company to be treated as the same person in law as the old |
| 10 |
| |
(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 |
| |
| |
(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 |
| |
| |
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— |
| |
|
| |
|
| |
|
(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 |
| |
| |
(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. |
| |
| |
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 |
| |
| |
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 |
| |
| 45 |
|
| |
|
| |
|
(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 |
| |
| 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 |
| |
| |
| |
| |
Minor and consequential amendments |
| |
| 20 |
| |
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 |
| |
| 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— |
| |
|
| |
|
| |
|
(a) | the Secretary of State or the Treasury (or to a nominee of |
| |
| |
(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 |
| |
| |
(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 |
| |
| |
(5) | A direction under this section may be given only with the consent of |
| |
| 15 |
(6) | Before giving a direction under this section, the Secretary of State |
| |
| |
(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 |
| |
| |
(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” |
| |
| |
(a) | a Post Office company, |
| |
(b) | a Royal Mail company, or |
| |
(c) | a company in the same group as a company within |
| 30 |
| |
(4) | After that subsection insert— |
| |
“(1A) | Securities acquired under this section may be held by a nominee.” |
| |
| |
9 (1) | Section 68 (loans by the Secretary of State to the Post Office company etc) is |
| 35 |
| |
(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, |
| |
|
| |
|
| |
|
(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 |
| |
| |
(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 |
| |
(2) | In the heading, for “the Post Office company and its subsidiaries” |
| |
substitute “relevant companies”. |
| |
| |
(a) | for “the Post Office company”, in the first place, substitute “a |
| 30 |
relevant company that does not have a parent company (“the |
| |
| |
(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. |
| |
|
| |
|
| |
|
(2) | In the heading, for “the Post Office company” substitute “certain relevant |
| |
| |
(3) | In subsection (1), for “the Post Office company” substitute “a company |
| |
| |
(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.” |
| |
| 10 |
(a) | for “The Post Office company” substitute “A company within |
| |
| |
(b) | at the end insert “(or their nominees)”. |
| |
(6) | In subsection (4), after “the Secretary of State” insert “(or a nominee of the |
| |
| 15 |
(7) | In subsection (7)(b), for “the Post Office company” substitute “the relevant |
| |
| |
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 |
| |
| |
(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 |
| |
(2) | In the heading, for “the Post Office company” substitute “certain relevant |
| |
| |
(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 |
| |
| |
(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 |
| |
| |
|
| |
|