Building Societies (Transfer of Business) Regulations 1998
| Jurisdiction | UK Non-devolved |
| Citation | SI 1998/212 |
| Year | 1998 |
1998 No. 212
BUILDING SOCIETIES
The Building Societies (Transfer of Business) Regulations 1998
Made 4th February 1998
Laid before Parliament 6th February 1998
Coming into force 2nd March 1998
The Building Societies Commission, with the consent of the Treasury, in exercise of the powers conferred upon it by sections 42B(8)(b) and 102(1) and (2) of, and paragraph 5(1) and (2) of Schedule 17 to, the Building Societies Act 19861, and of all other powers enabling it in that behalf, hereby makes the following Regulations—
Citation and commencement
1. These Regulations may be cited as the Building Societies (Transfer of Business) Regulations 1998 and shall come into force on 2nd March 1998.
Interpretation
2. In these Regulations, except where the context requires otherwise—
“the Act” means the Building Societies Act 1986;
“connected undertaking” means a subsidiary undertaking or an associated undertaking;
“date of the transfer notification statement” means the date upon which the Building Societies Commission approves the contents of the transfer notification statement in accordance with paragraph 9(4) of Part II of Schedule 8A to the Act;
“date of the transfer statement” means the date upon which the Building Societies Commission approves the contents of the transfer statement in accordance with paragraph 4(3) of Part I of Schedule 17 to the Act;
“group” shall be construed in accordance with section 262 of the Companies Act 19852or, as the case may be, article 270(1) of the Companies (Northern Ireland) Order 19863;
“member” includes where the context so requires in relation to a society which has so transferred its business a former member of that society;
“merger” means an amalgamation of building societies under section 93 (Amalgamations) of the Act or a transfer to any extent of the engagements of one building society to another under section 94 (Transfer of engagements) of the Act, and “merge” has a corresponding meaning;
“offer” in respect of shares or rights relating to shares, includes any invitation to apply for those shares or rights and “offered” shall be construed accordingly;
“society” means a building society that proposes to transfer, or, as the case may be, has transferred, its business to a successor company under section 97 (Transfer of business to commercial company) of the Act;
“statutory cash bonus” means the distribution of funds by way of bonus required by section 100(2)(b) and (4) of the Act;
“successor company” means a company to which a society proposes to transfer, or, as the case may be, has transferred, its business; and
“transfer notification statement” means the statement required by paragraph 9 of Schedule 8A to the Act;
“vesting date” means the date which is the vesting date for the purpose of the transfer of a society’s business.
Transfer Statements
3.—(1) Subject to paragraph (2) below, any transfer statement sent to members of a society under paragraph 2 of Schedule 17 (Transfers of Business: Supplementary Provisions) to the Act shall give particulars of the matters specified in Part I of Schedule 1 to these Regulations, particulars of the matters specified in either Part II or Part III of that Schedule according to whether the society proposes to transfer its business to an existing company or a specially formed company, and, if shares or rights in relation to shares are to be offered in connection with the transfer, also particulars of the matters specified in Part IV of that Schedule.
(2) Where, by virtue of paragraph (1) above, particulars are required to be stated of any matter, which is not ascertainable at the time when the statement is made, there shall be substituted for that matter a forecast thereof and the fact that the particulars given in the statement relate to a forecast shall be specified in the statement and so shall particulars of—
(a)
(a) the persons making the forecast,
(b)
(b) the persons (if any) consulted for the purposes of the forecast by its makers, and
(c)
(c) the facts and assumptions on which it is based.
(3) Where, during the 12 months preceding the date of a transfer statement, a written proposal has been made to the society issuing the statement—
(a)
(a) by or on behalf of a company other than the successor company, for the society to transfer its business to that other company, or
(b)
(b) by or on behalf of another building society, for the society to merge with that building society, paragraph (4) below shall apply to that transfer statement.
(4) Where this paragraph applies to a transfer statement the transfer statement shall, notwithstanding, in the case of a merger proposal, that notice of the proposal is required to be given to members of the society under Part II of Schedule 16 (Mergers: Supplementary Provisions) to the Act, or, in the case of a transfer proposal, that notice of the proposal is required to be given to members of the society under Part IA of Schedule 17 (Transfers of Business: Supplementary Provisions) to the Act, give particulars of the following matters—
(a)
(a) the fact of the proposal and the name of the company or society by or on whose behalf the proposal was made, save where the company or society, by or on whose behalf the proposal was made, has made in writing a request that the proposal be treated as confidential and has not withdrawn that request in writing; and
(b)
(b) the terms of the proposal, save to the extent that the company or society, by or on whose behalf the proposal was made, has made in writing in a request that any such term be treated as confidential and has not withdrawn that request in writing.
Transfer Summaries
4. Any transfer summary sent to members of a society under paragraph 2 of Schedule 17 (Transfers of Business: Supplementary Provisions) to the Act shall contain—
(a) the information specified in Schedule 2 to these Regulations in the circumstances described; and
(b) where, during the 12 months preceding the date of the transfer summary, a written proposal has been made to the society issuing the summary as described in regulation 3(3) above, the information specified in regulation 3(4) above.
Transfer Notification Statements
5.—(1) Subject to paragraph (2) below, any transfer notification statement sent to members of a society under paragraph 9 of Schedule 8A (Transfer Directions: Modifications of Part X) to the Act shall give particulars of the matters specified in Schedule 3 to these Regulations.
(2) Where, by virtue of paragraph (1) above, particulars are required to be stated of any matter, which is not ascertainable at the time when the statement is made, there shall be substituted for that matter a forecast thereof and the fact that the particulars given in the statement relate to a forecast shall be specified in the statement and so shall particulars of—
(a)
(a) the persons making the forecast,
(b)
(b) the persons (if any) consulted for the purposes of the forecast by its makers, and
(c)
(c) the facts and assumptions on which it is based.
(3) Where, during the 12 months preceding the date of a transfer notification statement, a written proposal has been made to the society issuing the statement—
(a)
(a) by or on behalf of a company other than the successor company, for the society to transfer its business to that other company, or
(b)
(b) by or on behalf of another building society, for the society to merge with that building society,
paragraph (4) below shall apply to that transfer notification statement.
(4) Where this paragraph applies to a transfer notification statement the transfer notification statement shall, notwithstanding, in the case of a merger proposal, that notice of the proposal is required to be given to members of the society under Part II of Schedule 16 (Mergers: Supplementary Provisions) to the Act, or, in the case of a transfer proposal, that notice of the proposal is required to be given to members of the society under Part IA of Schedule 17 (Transfers of Business: Supplementary Provisions) to the Act, give particulars of the following matters—
(a)
(a) the fact of the proposal and the name of the company or society by or on whose behalf the proposal was made, save where the company or society, by or on whose behalf the proposal was made, has made in writing a request that the proposal be treated as confidential and has not withdrawn that request in writing; and
(b)
(b) the terms of the proposal, save to the extent that the company or society, by or on whose behalf the proposal was made, has made in writing a request that any such term be treated as confidential and has not withdrawn that request in writing.
Construction of agreements and deeds
6.—(1) Where immediately before the vesting date there subsists an agreement (whether or not in writing) or a deed to which the society is a party, not being an agreement or a deed to which the successor company is also a party, the agreement or deed shall, without prejudice to the generality of paragraph (3) below, have effect on and after the vesting date—
(a)
(a) as if the successor company had been the party thereto in place of the society; and
(b)
(b) with the modifications set out in paragraph (2) below.
(2) Those modifications are—
(a)
(a) the substitution, for any reference (whether express or implied and, if express, however worded) to the society, of a reference to the successor company; and
(b)
(b) the substitution, for any reference in general terms (however worded) to persons employed by or agents of the society, of a reference to persons employed by or agents of the successor company.
(3) Subject to paragraph (4) below, every such agreement or deed shall, on and after the vesting date, be construed as if the successor company were the same person in law as the society and accordingly in construing it any consequences...
To continue reading
Request your trial