SCHEDULES
SCHEDULE 1 TRANSFER PROVISIONS: SUPPLEMENTARY
Part I Preliminary
1
1
This Schedule has effect in relation to the transfer by section 3 above of any property, rights, liabilities or obligations of a body comprised in the existing TSB group to a body comprised in the new TSB group and, subject to sub-paragraph (2) below, “transferor” and “transferee” shall be construed accordingly.
2
In the application of this Schedule to a transfer of any property, rights, liabilities or obligations of an existing bank, “transferor” means the custodian trustees of the bank, the general trustees of the bank or the bank as an institution, as the case requires and, as regards property, rights, liabilities and obligations derived from an amalgamation or succession of amalgamations of trustee savings banks, includes (as the case requires) the custodian trustees of any bank, the general trustees of any bank or any bank (as an institution), to which the existing bank has succeeded.
3
Part II General Provisions
Construction of agreements and documents
2
1
Where there subsists immediately before the vesting day an agreement to which the transferor is a party, the agreement shall have effect on and after the vesting day—
a
as if the transferee had been the party to the agreement; and
b
as respects anything falling to be done on or after the vesting day, with the modifications set out in sub-paragraph (2) below.
2
Those modifications are the substitution—
a
for any reference (whether express or implied and, if express, however worded) to the transferor, of a reference to the transferee, and
b
for any reference in general terms (however worded) to persons employed by or agents of the transferor, of a reference to persons employed by or agents of the transferee.
3
1
Any instrument or other document (not being an agreement to which paragraph 2 above applies or an enactment) in being immediately before the vesting day which refers, whether specifically or generally, to the transferor shall have effect on and after the vesting day, as respects anything falling to be done on or after that day, with the modifications prescribed by paragraph 2(2) above.
2
Sub-paragraph (1) above applies to testamentary instruments made before the vesting day whether the testator dies before or after that day.
3
As regards negotiable instruments and orders for payment of money, sub-paragraph (1) above applies to an instrument or order drawn, given, accepted, or endorsed on or after the vesting day as it applies to one drawn, given, accepted or endorsed before that day.
Remedies
4
Without prejudice to the generality of the provisions of paragraphs 2 and 3 above, the transferee and any other person shall, as from the vesting day, have the same rights, powers and remedies (and in particular the same rights and powers as to the taking or resisting of legal proceedings or the making or resisting of applications to any authority) for ascertaining, perfecting or enforcing any right, liability or obligation transferred to the transferee by section 3 above as he would have had if that right, liability or obligation had at all times been a right, liability or obligation of the transferee.
5
Without prejudice to the generality of the provisions of paragraphs 2 and 3 above, any legal proceedings or applications to any authority pending immediately before the vesting day by or against the transferor in so far as they relate to any property, right, liability or obligation transferred to the transferee by section 3 above or to any agreement relating to any such property, right, liability or obligation shall be continued by or against the transferee to the exclusion of the transferor.
Part III Specific Aspects of the Reorganisation
Accounting provisions
6
1
In any case where—
a
a transfer is effected by section 3(1)(a) or (3) above, and
b
the vesting day falls less than twelve months after the end of a financial year of the transferor,
each of the statutory accounts prepared by the directors of the transferee in respect of a period which includes or consists of the whole or any part of the transitional period shall deal with the affairs of the transferor during so much of the transitional period as falls within that period as well as, and as one with, the affairs of the transferee.
2
Any statutory accounts (including, in particular, group accounts) falling to be prepared by the directors of the new holding company by reference to accounts (or matters reflected in accounts) prepared in respect of a period which includes or consists of the whole or any part of the transitional period by the directors of a successor to an existing bank shall be prepared by reference to the accounts (or the matters reflected in the accounts) as prepared in accordance with sub-paragraph (1) above for that period.
3
If, in a case where sub-paragraph (1) above applies, the day with which the transitional period begins falls before the date of incorporation of the transferee, section 224(4) of the M5Companies Act 1985 (which defines a company’s first accounting reference period) or, in Northern Ireland, F1Article 232(4) of the Companies (Northern Ireland) Order 1986 (which makes similar provision) shall have effect in relation to the transferee as if for the reference to the date of incorporation of the company there were substituted a reference to the day with which the transitional period begins; and references in the Companies Act 1985 and the corresponding Northern Ireland legislation to the first accounting reference period shall be construed accordingly.
4
In any case where sub-paragraph (1) above applies, the transferor shall be under no obligation, with respect to the transitional period, to prepare or submit its statutory accounts.
5
In any case where a transfer is effected by section 3(1)(a) or (3) above—
a
the transferor shall furnish the transferee with all such information, and afford all such other assistance, as the transferee may reasonably require to enable its directors to discharge their duties in relation to the statutory accounts; and
b
the transferee shall furnish the transferor with all such information, and afford all such other assistance, as the transferor may reasonably require to enable the transferor to discharge its duties in relation to its statutory accounts for its final financial year.
6
In this paragraph—
“corresponding Northern Ireland legislation” means the F2Companies (Northern Ireland) Order 1986;
“final financial year”, in relation to a transferor, means the financial year referred to in sub-paragraph (1)(b) above;
“financial year”, in relation to a transferor,—
a
except in a case falling within paragraph (b) below, has the meaning given by section 54(1) of the M6Trustee Savings Banks Act 1981, and
b
where the transferor is the Central Board, has the meaning given by paragraph 15(5) of Schedule 2 to that Act;
“statutory accounts” means—
a
in relation to a transferee, any accounts or statement of accounts required to be prepared by any provision of the M7Companies Act 1985 or the corresponding Northern Ireland legislation; and
b
in relation to a transferor, any accounts or statements of account required to be prepared by section 23 of or paragraph 15 of Schedule 2 to the M8Trustee Savings Banks Act 1981;
“transitional period” means the period beginning immediately after the end of the transferor’s final financial year and ending with the dissolution of the transferor.
Profits available for distribution
7
1
where, in the case of a transfer effected by section 3(1)(a) or (3) above, immediately before the vesting day the transferor had any qualifying reserves, the corresponding reserves of the transferee immediately after the transfer shall be treated for the purposes of the Companies Act 1985 and the corresponding Northern Ireland legislation as accumulated, realised profits of the transferee.
2
Where, in the case of a transfer effected by section 3(1)(a) or (3) above, immediately before the vesting day some part of the transferor’s reserves represents the amount by which unrealised surpluses attributable to an increase in the value of land exceed unrealised deficits attributable to a decrease in the value of land, then, for the purposes of the Companies Act 1985 and the corresponding Northern Ireland legislation—
a
so much of that increase or decrease in value as is realised on or after the vesting day shall be treated as realised profits or, as the case may be, realised losses of the transferee; and
b
so much as remains unrealised at any time after the vesting day shall be treated as unrealised profits or, as the case may be, unrealised losses of the transferee at that time.
3
So much of a transferee’s profits available for distribution by virtue of sub-paragraph (1) or (2) above as is distributed to the new holding company shall be treated, for the purposes of the Companies Act 1985 and the corresponding Northern Ireland legislation, as realised profits of that company.
4
For the purposes of this paragraph all the reserves of a transferor are “qualifying” reserves except—
a
so much of those reserves as represents the amount by which unrealised surpluses attributable to an increase in the value of land exceed unrealised deficits attributable to a decrease in the value of land;
b
those reserves of the Central Board known as the Mutual Assistance Fund and the Closed Banks Fund; and
c
those reserves of the Central Board derived from the transfer to the Board of the assets and liabilities of the Trustee Savings Banks Association and the Trustee Savings Banks Employers’ Council.
5
In this paragraph—
a
any expression used in the M9Companies Act 1985 or the corresponding Northern Ireland legislation has the same meaning as in that Act or that legislation; and
b
“corresponding Northern Ireland legislation” means the F3Companies (Northern Ireland) Order 1986.
8
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F4
Trustee investment in new holding company
10
For the purposes of paragraph 3 of Part IV of Schedule 1 to the M10Trustee Investments Act 1961 (securities not wider-range investments, and debentures not narrower-range investments, unless the company has paid dividends in each of the five calendar years preceding the year in which the investment is made), the new holding company shall be taken to have paid a dividend as mentioned in paragraph (b) of that paragraph—
a
in each of the five years immediately preceding the year in which the vesting day falls; and
b
in that year, if the company does not in fact pay such a dividend.
Status as authorised institutions for certain purposes, etc.
11
1
This paragraph applies where the transferee is the successor to an existing bank.
C12
Subject to sub-paragraph (4) below, the transferee shall be included among the institutions which—
a
b
c
d
are recognised lending institutions or recognised savings institutions for the purposes of the M16 Home Purchase Assistance and Housing Corporation Guarantee Act 1978 or Part IX of the M17Housing (Northern Ireland) Order 1981 (advances by Secretary of State and the Department of the Environment respectively);
and, for the purposes of the said sections 59, shall be treated as having been designated as an authorised bank by order under each of those sections (without prejudice, however, to the power of variation conferred thereby) and similarly for the purposes of the said section 87.
3
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F6
4
The transferee shall not be included, or included at any time, among the institutions specified in sub-paragraph (2) above unless the following conditions are satisfied or satisfied at that time, that is to say—
a
the existing bank must have been so included immediately before the vesting day; and
b
in the case of the institutions specified in heads (b), (c) and (d) of that sub-paragraph, the transferee must be F7a deposit-taker.
F84A
“Deposit taker” means—
a
a person who has permission under F28Part 4A of the Financial Services and Markets Act 2000 to accept deposits; or
b
an EEA firm of the kind mentioned in paragraph 5(b) of Schedule 3 to that Act which has permission under paragraph 15 of that Schedule (as a result of qualifying for authorisation under paragraph 12(1) of that Schedule) to accept deposits or other repayable funds from the public.
4B
But a person is not a deposit-taker if he has permission to accept deposits only for purpose of carrying on another regulated activity in accordance with that permission.
4C
Sub-paragraphs (4A) and (4B) must be read with—
a
section 22 of the Financial Services and Markets Act 2000;
b
any relevant order under that section; and
c
Schedule 2 to that Act.
5
Any authority of an existing bank subsisting under section 51(2) of the M18Government Annuities Act 1929 with regard to contracts under Part II of that Act (trustee savings banks as agents as respects Government annuities) immediately before the vesting day shall become, as from that day, an authority of the same scope (and on the same terms as to allowances) to the bank’s successor as regards any money becoming payable upon or due under such contracts on or after that day.
The Fund for the Banks for Savings
12
Until the day appointed for the closure of the Fund for the Banks for Savings any provision of Schedule 5 to the M19Trustee Savings Banks Act 1981 shall, as from the vesting day so long as it remains in force, apply as if any reference to a trustee savings bank (within the meaning of that Act) were or included (as the case requires) a reference to any successor of a trustee savings bank with sums standing to its credit by virtue of section 3(3) above on that day; and any function conferred or imposed on any person by any provision of that Schedule may be exercised or shall be performed by or in relation to the bank’s successor and the sums standing to its credit on and after that day.
The National Savings Stock Register
13
On such day as the Treasury by statutory instrument appoints the parts of the National Savings Stock Register kept by trustees of the existing banks shall be closed and all the stock registered in those parts shall be transferred to that part of the Register kept by the Director of Savings.
SCHEDULE 2 TAXATION
Capital allowances
1
1
For the purposes of the allowances and charges provided for by F9the Capital Allowances Act 2001 the trade of an existing bank shall not be treated as permanently discontinued and the trade of its successor shall not be treated as a new trade set up and commenced by the successor.
2
There shall be made to or on the successor in accordance with F10that Act all such allowances and charges as would, if the bank had continued to carry on the trade, have fallen to be made to or on it, and the amount of any such allowance or charge shall be computed as if the successor had been carrying on the trade since the bank began to do so and as if everything done to or by the bank had been done to or by the successor.
3
No transfer of assets from the bank to its successor effected by section 3 above shall be treated as giving rise to any such allowance or charge.
Chargeable gains
2
1
For the purposes of the F111992 Act, the transfer of any assets effected by section 3 above shall be deemed to be for a consideration such that no gain or loss accrues to the transferor.
2
Schedule F112 to the 1992 Act shall have effect in relation to any asset so transferred as if the acquisition or provision of it by the transferor had been the acquisition or provision of it by the transferee.
3
In paragraph 3 of Schedule 13 to the M20Finance Act 1982 (indexation: subsequent disposals following no gain/no loss disposals), the following shall be added at the end of sub-paragraph (3)—
e
paragraph 2 of Schedule 2 to the Trustee Savings Banks Act 1985.
3
1
For the purposes of Chapter F12III of Part II of the 1992 Act (computation of chargeable gains)—
a
the shares in the successor to Trustee Savings Bank of the Channel Islands acquired by the new holding company on or before the vesting day shall be taken to have been so acquired for a consideration equal to the value of the assets transferred to the successor by section 3 above (as shown by the statutory accounts for the final financial year of Trustee Savings Bank of the Channel Islands) less the amount of any liabilities so transferred (as so shown); and
b
the shares in the other successors to the existing banks acquired by the new holding company on or before the vesting day shall be deemed to have been acquired by the new holding company before 6th April 1945 and for no consideration or incidental cost.
2
For the purposes of paragraph F1216 of Schedule 2 to the 1992 Act (election for valuation at 6th April 1965) the market value of the shares mentioned in sub-paragraph (1)(b) above, shall be determined by applying the formula—
Where—
X is the market value of those shares;
Y is the value of the assets of the transferor (as shown by the statutory accounts for its final financial year) less the aggregate of the amount of its liabilities (as so shown);
A is the period beginning with 6th April 1945 and ending with 5th April 1965; and
B is the period beginning with 6th April 1945 and ending with the vesting day.
4
1
2
On a 75 per cent. subsidiary (“the existing subsidiary”) of an existing bank becoming a 75 per cent. subsidiary of the bank’s successor, section F15178 or 179 of the 1992 Act (company ceasing to be a member of a group) shall not have effect as respects any assets transferred (at any time) by the bank to the subsidiary; but on the subsidiary ceasing to be a member of the group of companies (“the group”) of which the successor and the new holding company are both members, section F15178 or 179 of the 1992 Act shall apply as if the assets acquired by the subsidiary from the bank had been acquired by it from the bank’s successor.
3
4
For the purposes of the F141992 Act, any allowable losses accruing in any accounting period to the Central Board or to an existing bank shall, so far as they have not been allowed as a deduction from chargeable gains, be treated as allowable losses which accrued in that accounting period to the new holding company or, as the case may be, successor.
5
For the purposes of the Act of 1979, gains arising on the disposal by the Central Board of any shares or rights to shares in the new holding company shall not be chargeable gains.
General
6
1
Section F16100 of the Taxes Act (valuation of trading stock on discontinuance of trade) shall not apply in relation to the discontinuance of the business of an existing bank.
2
The transfer of any trading stock investment from an existing bank to its successor effected by section 3 above shall be treated, for the purposes of corporation tax, as not constituting a disposal of that investment by the bank; but on the disposal of any such investment by the successor, the gain or, as the case may be, loss accruing to the successor shall be calculated (for the purposes of corporation tax) as if the investment had been acquired by the successor for the same consideration as that for which it was acquired by the bank.
3
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F17
4
Subject to any claim made by an existing bank under subsection (2) of section F18393 of the Taxes Act (set off of losses against total profits), its successor shall be entitled to relief under subsection (1) of that section (carry forward of losses), as for a loss sustained by the successor in carrying on the trade, for any amount for which the bank would have been entitled to claim relief if it had continued to carry on the trade.
5
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F19
8
Section F20410(1) to (6) of the Taxes Act (group relief: effect of arrangements for transfer of company to another group) shall not apply in relation to any transfer effected by section 3 above.
Deduction of tax from certain loan interest
7
1
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F21
2
Section F22369 of the Taxes Act (deduction of tax from certain loan interest) shall have effect, on and after the vesting day, in relation to any loans made by an existing bank, as if the bank and its successor were a single qualifying lender.
Stamp duty
8
No transfer effected by section 3 above shall give rise to any liability to stamp duty.
Interpretation
9
1
In this Schedule—
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F23
“further successor”, in relation to the successor to an existing bank, means any body to which the bank’s business, or any part of that business, is transferred after having been assumed by the successor;
“the Taxes Act” means the Income and Corporation Taxes Act F241988;
“trading stock investment” means any investment on the disposal of which any gain or loss accruing would be treated as a trading profit or, as the case may be, loss for the purposes of Case I of Schedule D; and
“transferee” and “transferor”, in relation to any transfer of property, rights, liabilities or obligations effected by section 3 above, means respectively the person to whom and the person from whom they are so transferred. “F25the 1992 Act” means the Taxation of Chargeable Gains Act 1992;
2
Paragraph 1 above shall be construed as one with the provisions mentioned there and the other provisions of this Schedule shall be construed, so far as they relate to corporation tax, as one with the Corporation Tax Acts and, so far as they relate to capital gains tax, as one with the F261992 Act.
SCHEDULE 3 . . . F27
SCHEDULE 4 Repeals
Chapter | Short title | Extent of repeal |
|---|---|---|
42 & 43 Vict. c. 11. | Bankers’ Books Evidence Act 1879. | In section 9(1), paragraph (b). |
46 & 47 Vict. c. 1. | Consolidated Fund (Permanent Charges Redemption) Act 1883. | In section 2(1), the words “trustee savings banks and”. |
50 & 51 Vict. c. 40. | Savings Banks Act 1887. | In section 10, the words “or to trustee savings banks”. |
4 & 5 Geo. 5. c. 59. | Bankruptcy Act 1914. | In section 33(9) the words “or of section 45 of the Trustee Savings Banks Act 1981”. |
11 & 12 Geo. 5. c. 32. | Finance Act 1921. | In Schedule 3, in paragraph 1, the words from “registered”, where first occurring, to “otherwise” and in the proviso, the words “to the trustees of the savings bank”, “cheque or”, in each place where occurring, “a cheque signed by the trustees of the savings bank or” and “the trustees”, where last occurring and, in the paragraph following the proviso, the words “a trustee savings bank” and, in paragraph 8, the words from “and the trustees” to “bank”. |
18 & 19 Geo. 5. c. 43. | Agricultural Credits Act 1928. | In section 5(7), in the definition of “Bank”, the words from “a trustee savings” to “1981”. |
19 & 20 Geo. 5. c. 15. | Agricultural Credits (Scotland) Act 1929. | In section 9(2), in the definition of “Bank”, the words from “a trustee savings” to “1981”. |
19 & 20 Geo. 5. c. 29. | Government Annuities Act 1929. | Section 51(2). |
9 & 10 Geo. 6. c. 64. | Finance Act 1946. | In section 66 the words from the beginning to “accordingly”. |
8 & 9 Eliz. 2. c. 37. | Payment of Wages Act 1960. | In section 7(6), paragraph (a). |
1960 c. 22 (N.I.). | Companies Act (Northern Ireland) 1960. | In section 348, the words from “any trustee” to “1981, and”. |
Section 349(8). | ||
9 & 10 Eliz. 2. c. 62. | Trustee Investments Act 1961. | In section 17(3), the words “and to trustee savings banks”. |
9 & 10 Eliz. 2. C.A.M. No. 3. | Clergy Pensions Measure 1961. | In section 32, in subsection (1), in paragraph (b) the words “ordinary deposits in a trustee savings bank” and in paragraph (m) the words from “by way of special investment” to “savings bank or” and in subsection (8) the definitions of “ordinary deposits” and “special investment”. |
10 & 11 Eliz. 2. c. 37. | Building Societies Act 1962. | In section 59(5), the words “trustee savings bank or other”. |
1965 c. 32. | Administration of Estates (Small Payments) Act 1965. | In section 5(1) the words “or to section 27(4) of the Trustee Savings Banks Act 1981”. |
In section 6(3), the words “or section 28 of the Trustee Savings Banks Act 1981”. | ||
1967 c. 31. (N.I.). | Building Societies Act (Northern Ireland) 1967. | In section 59(5), the words “trustee savings bank or other”. |
1969 c. 32. | Finance Act 1969. | In section 52(1) the words from “through”, where first occurring, to “or”, where first occurring. |
1969 c. 24 (N.I.). | Industrial and Provident Societies Act (Northern Ireland) 1969. | In section 87(7), as added by Schedule 6 to the Banking Act 1979, paragraph (b). |
1970 c. 12 (N.I.). | Payment of Wages Act (Northern Ireland) 1970. | In section 7(5), paragraph (a). |
1970 c. 31 (N.I.). | Friendly Societies Act (Northern Ireland) 1970. | In section 39(1)(b), the words from “or in” to “1981”. |
In section 39(5) the words from “or on” to “bank” and “or them”. | ||
1971 c. 29. | National Savings Bank Act 1971. | Section 2(2). |
Sections 13 and 14. | ||
In section 27, the definition of “trustee savings bank”. | ||
1973 c. 36. | Northern Ireland Constitution Act 1973. | In Schedule 3, paragraph 20. |
1974 c. 9. | Pensions (Increase) Act 1974. | In section 6(2), paragraph (b) and the word “and” immediately preceding it. |
1974 c. 46. | Friendly Societies Act 1974. | In section 46(1)(a), the words from “or in” to “1981”. |
In section 46(3) the words from “or on” to “bank” and “or them”. | ||
1974 c. 47. | Solicitors Act 1974. | In section 87(1), in the definition of “bank”, paragraph (c) and the word “and” immediately preceding it. |
S.I. 1976/1212 (N.I. 21). | Financial Provisions (Northern Ireland) Order 1976. | In Article 15, the words “Trustee Savings Banks”. |
1978 c. 27. | Home Purchase Assistance and Housing Corporation Guarantee Act 1978. | In the Schedule, paragraph 6. |
1979 c. 34. | Credit Unions Act 1979. | Section 31(1)(b). |
1979 c. 37. | Banking Act 1979. | In section 36, in subsection (1) paragraphs (d) and (e) and in subsection (5)(c) the words “either a trustee savings bank or”. |
In section 50(1), the definition of “trustee savings bank”. | ||
In Schedule 1, in paragraph 4, the words “A trustee savings bank or” and, in paragraph 12, the words “a trustee savings bank”. | ||
1980 c. 46. | Solicitors (Scotland) Act 1980. | Section 35(2)(b). |
1981 c. 38. | British Telecommunications Act 1981. | In section 67(4)(c) the words “or a trustee savings bank”. |
1981 c. 65. | Trustee Savings Banks Act 1981. | The whole Act. |
S.I. 1981/156 (N.I. 3). | Housing (Northern Ireland) Order 1981. | In Schedule 10, paragraph 3. |
S.I. 1982/1534 (N.I. 17). | Companies (Northern Ireland) Order 1982. | Article 72(5)(a)(ii). |
1985 c. 6. | Companies Act 1985. | In section 665, the words from “any trustee” to “banks and”. |
Section 666(6). |
Sch. 3 repealed by Banking Act 1987 (c. 22, SIF 10), s. 108(2), Sch. 7 Pt. I