SCHEDULES
SCHEDULE 15 Amalgamations, Transfers of Engagements and Conversion: Supplementary
Part II Confirmation by Commission
Confirmation by Commission: General
8
1
Where an application is duly made for confirmation by the Commission of an amalgamation, transfer of engagements or conversion, the Commission shall confirm the amalgamation, transfer or conversion unless it is precluded from doing so by any of the following provisions of this Schedule.
2
If it appears to the Commission, in relation to any amalgamation or transfer of engagements, that there is a substantial risk that the successor society or the person taking the transfer will not be able lawfully to carry out the engagements to be transferred to it under section 85(4) or 86(5) above, the Commission—
a
shall not confirm the amalgamation or transfer; and
b
where it has confirmed the amalgamation or transfer, shall, by notice to the central office, withdraw its confirmation;
but it may not withdraw its confirmation on or after the transfer date for the amalgamation or transfer.
3
For the purposes of sub-paragraph (2) above, the Commission may have regard to any requirements of the law of a country or territory outside the United Kingdom which appear to the Commission to be relevant.
9
1
Subject to sub-paragraph (3) below, the Commission shall not confirm an amalgamation or transfer if it considers that—
a
some information material to the members’ decision (including any decision on an affected members’ resolution under section 86 above) about the amalgamation or transfer was not made available to all the members eligible to vote;
b
the vote on any resolution approving the amalgamation or transfer does not represent the views of the members eligible to vote; or
c
some relevant requirement of this Act or the rules of any friendly society participating in the amalgamation or transfer was not fulfilled or not fulfilled as regards that society.
2
Subject to sub-paragraph (3) below, the Commission shall not confirm the conversion of a society if it considers that—
a
some information material to the members’ decision about the conversion was not made available to all the members eligible to vote;
b
the vote on any resolution approving the conversion does not represent the views of the members eligible to vote;
c
there is a substantial risk, in the case of conversion into a company which will require to be authorised under Part I of the M1Insurance Companies Act 1982, that the company will not be so authorised; or
d
some relevant requirement of this Act or the rules of the society was not fulfilled.
3
The Commission shall not be precluded from confirming an amalgamation, transfer or conversion by virtue only of the non-fulfilment of some relevant requirement of this Act or the rules of a friendly society if it appears to the Commission that it could not have been material to the members’ decision about the amalgamation, transfer or conversion and the Commission gives a direction that the failure is to be disregarded for the purposes of this paragraph.
10
1
Where the Commission would be precluded—
a
from confirming an amalgamation or transfer by reason of any of the defects specified in paragraph 9(1) above, or
b
from confirming a conversion by reason of any of the defects specified in paragraph 9(2) above,
it may give to any friendly society participating in the amalgamation or transfer or, as the case may be, to the society proposing to convert a direction under sub-paragraph (2) below.
2
A direction under this sub-paragraph is a direction requiring a friendly society—
a
to take such steps to remedy the defect or defects, including the calling of a further meeting, as are specified in the direction; and
b
to furnish the Commission with evidence that those steps have been taken;
and if the Commission is satisfied that the steps have been taken and the defect or defects has or have been substantially remedied, the Commission shall confirm the amalgamation, transfer or conversion.