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Schedule 13

Volume 98: debated on Wednesday 4 June 1986

The text on this page has been created from Hansard archive content, it may contain typographical errors.

Mergers: Supplementary Provisions

Amendments made: No. 345, in page 199, line 5 leave out

'Subject to paragraph 3 below,'.

No. 346, in line 11, leave out from 'Commission' to 'in' in line 12.

No. 347, in line 15, leave out from `to' to end of line 16 and insert

'every member entitled to notice of a meeting of the society a statement'.

No. 348, in line 17, at end insert—

'(1A) A building society shall include the statement referred to in sub-paragraph (1) above in or with the notice to be sent to its members of the meeting of the society at which the resolutions required for the approval of the amalgamation or, as the case may be, the transfer are to be moved.
(1B) No statement shall be sent unless its contents, so far as they concern the matters specified in sub-paragraph (2) below, have been approved by the Commission.'.

No. 349, in page 199, line 31, leave out 'merger' and insert 'amalgamation'.

No. 350, in page 199, line 39, at end insert—

'(2A) The statement shall be sent so that any member to whom the building society sends notice of the meeting at which the resolutions to approve the amalgamation or transfer are to be considered will receive the statement not later than he receives the notice. '.

No. 351, in page 199, line 42, leave out from beginning to end of line 11 on page 200.

No. 352, in page 200, line 12, leave out Part II and insert—

'Part Ii

Notification Of Proposals For Merger

Preliminary

'4. In this Part of this Schedule—

"merger" means an amalgamation of building societies under section 82 or a transfer of all the engagements of one building society to another under section 83; and "merge" has a corresponding meaning;
"merger proposal", in relation to a building society, means a proposal in writing, by another building society desiring to merge with it, for the societies to merge, with or without terms for the merger; and "proposer" has a corresponding meaning;
"merger resolutions", in relation to a building society, means the resolutions required for the approval of a merger of the society with another building society under section 82(2) or 83(2);
"merger statement" means a statement containing the requisite particulars of a merger proposal; and
"requisite particulars", in relation to a merger proposal, means the particulars required by paragraph 5(2) below to be given in a merger statement.

Duty to notify members

5.—(1) Subject to sub-paragraph (3) below, it shall be the duty of a building society receiving a merger proposal to send, in accordance with this Part of this Schedule, a merger statement in respect of the proposal to every member entitled to notice of a meeting of the society.

(2) A merger statement must contain the following particulars—

  • (a) the fact that a merger proposal has been made, and
  • (b) the identity of the proposer;
  • with or without other particulars regarding the proposal.

    (3) Sub-paragraph (1) above does not require a merger statement to be sent to members if the proposer has requested in writing that the requisite particulars are to be treated as confidential; and, where such a request is made and is at a later date withdrawn in writing, the society receiving the proposal shall, for the purposes of this Part of this Schedule, treat the proposal as having been received on that date instead of any earlier date.

    6. —(1) A building society shall include in or with every notice of its annual general meeting a merger statement with respect to any merger proposal, other than a proposal of which notice has already been given under this paragraph—

  • (a) received by it during the period of 12 months ending with the ninth month of last financial year of the society before that meeting; or
  • (b) treated by paragraph 5(3) above as having been received by it during the last three months of that financial year;
  • and the society may also include, under this sub-paragraph, a merger statement with respect to any proposal received, or treated as received, by it after the end of either period.

    (2) In any case where merger resolutions are to be moved at any meeting of a building society, every notice of the meeting shall have included in or with it a merger statement with respect to any merger proposal, other than a proposal of which notice has already been given under this paragraph, received by it more than 42 days before the date of the meeting.

    Duty to notify the central office

    7. —(1) Where a building society sends a merger statement to its members under paragraph 6 above in connection with a meeting of the society, it shall send a copy of the statement to the central office at least 14 days before the date of the meeting.

    (2) The central office shall keep the copy of a merger statement received by it from a building society in the public file of that society.

    Penalty

    8. If default is made by a building society in complying with paragraph 6(1), 6(2) or 7 above, the society shall be liable on summary conviction to a fine not exceeding level 4 on the standard scale; and so shall any officer who is also guilty of the offence.'.

    No. 353, in page 203, line 11, leave out 'will' and insert 'intends to'.

    No 354, in page 203, line 26, leave out 'he' and insert `the Commission'. — [Mr. Ian Stewart.]

    Schedule 14

    Amendments Of Acts

    Amendments made: No. 355, in page 203, line 28, at end insert—

    `Part I

    United Kingdom

    Land Registration Act 1925 (c. 21)

    In section 25(1) (proprietor's power to create charges) of the Land Registration Act 1925, in paragraph (b), for the words from "under" to "with" there shall be inserted "(within the meaning of the Building Societies Act 1986), in accordance with".'

    No. 356, in page 204, line 22, at end insert–

    'Stock Transfer Act 1963 (c. 18)

    In section 1(4) of the Stock Transfer Act 1963 (simplified transfer of certain securities, not to apply to building society securities), for "1962" there shall be substituted "1986".

    Industrial and Provident Societies Act 1965 (c. 12)

    In section 31 (b) of the Industrial and Provident Societies Act 1965 (authorised investments), for "society registered under the Building Societies Acts" there shall be substituted "building society within the meaning of the Building Societies Act 1986'.'.

    No. 357, in line 24, leave out paragraph 3.

    No. 358, in line 28, at end insert—

    'Income and Corporation Taxes Act 1970 (c. 10)

    (1) This paragraph amends the Income and Corporation Taxes Act 1970 as follows.

    (2) In section 343(8) (arrangements for payment of tax by building societies) for "Building Societies Act 1962 or the Building Societies Act (Northern Ireland) 1967" there shall be substituted "Building Societies Act 1986".

    (3) In section 415(5) (contractual savings schemes) for "Building Societies Act 1962 or the Building Societies Act (Northern Ireland) 1967" there shall be substituted "Building Societies Act 1986".'.

    No. 359, in line 43, at end insert—

    'Banking Act 1979 (c. 37)

    . — This paragraph amends the Banking Act 1979 as follows.

    (2) In section 34(1) (Treasury regulations controlling advertisements for deposits), after the word "Bank" there shall be inserted the words "and, in so far as they relate to building societies, the Building Societies Commission".

    (3) In section 36(4) (exemption from restriction on use of description "banking services") there shall be inserted—

  • (a) after the word "Act", the words "or an authorised building society,", and
  • (b) after the words "the institution", the words "or society, as the case may be".
  • (4) In section 41(5) (consents for prosecutions), in paragraph (a) after the words "Public Prosecutions or", and in paragraph (b) after the words "Ireland or", there shall be inserted the words ", in the case of proceedings against a building society, the Building Societies Commission or, in any other case".

    (5) In section 50(1) (definitions), after the definition of "the Bank" there shall be inserted the following definition—

    "building society" means a building society within the meaning of the Building Societies Act 1986 and, in that context, "authorised" has the meaning given by section 98(1) of that Act;".'.

    No. 360, in line 43, at end insert—

    'Consumer Credit Act 1974 (c. 39)

    . — (1) This paragraph amends the Consumer Credit Act 1974 as follows.

    (2) In section 16(1) (consumer credit agreement with certain bodies exempt from regulation) the words "or building society" shall be omitted and, after paragraph (f), there shall be inserted the words ", or

    (g) a building society.".

    (3) In section 16(3) (Secretary of State's duty to consult before making orders), after paragraph (d) there shall be inserted the words "or

    (e) under subsection (1) (g) without consulting the Building Societies Commission and the Treasury.".

    (4) In section 189(1) (definitions), for the definition of "building society" there shall be substituted the following definition—

    ""building society" means a building society within the meaning of the Building Societies Act 1986;".'

    No. 361, in page 204, line 43, at end insert—

    'Local Government Act 1972 (c. 70)

    In Schedule 12A (access to information: exempt information) to the Local Government Act 1972—

  • (a) in Part II, in paragraph 2(d) for "1962" there shall be substituted "1986"; and
  • (b) in Part III, in paragraph 1(1), after the definition of `protected informant' there shall be inserted the following definition—
  • "'registered', in relation to information required to be registered under the Building Societies Act: 1986, means recorded in the public file of any building society (within the meaning of that Act);".

    Charging Orders Act 1979 (c. 53)

    In section 6(1) (interpretation) of the Charging Orders Act 1979, in the definition of "building society" for "1962" there shall be substituted "1986".

    Finance Act 1982 (c. 39)

    . —-(1) This paragraph amends the Finance Act 1982 as follows.

    (2) In section 28(5) (variation of terms of repayment of certain loans), for "Building Societies Act 1962 or the Building Societies Act (Northern Ireland) 1967" there shall be substituted "Building Societies Act 1986".

    (3) In paragraph 2(4), 4(1) and 14(1) of Schedule 7 (deduction of tax from certain loan interest), for "Building Societies Act 1962 or the Building Societies Act (Northern Ireland) 1967" there shall be substituted "Building Societies Act 1986".

    Companies Act 1985 (c. 6)

    (1) This paragraph amends the Companies Act 1985 as follows.

    (2) In section 295(3) (disqualification orders against directors of companies; meaning of "company"), after "Part XXI" there shall be inserted "and a building society (within the meaning of the Building Societies Act 1986).".

    (3) In section 302(4) (provision against undischarged bankrupt acting as director, etc.; meaning of "company"), after "unregistered company" there shall be inserted ", a building society (within the meaning of the Building Societies Act 1986)".'.

    No. 362, in page 205, line 39, at end add—

    'Part Ii

    Northern Ireland

    Payment of Wages Act (Northern Ireland) 1970 (c.12 N.I.)

    .—(1) This paragraph amends the Payment of Wages Act (Northern Ireland) 1970 as follows.

    (2) In section 1(3) (authorised means of payment of wages), after paragraph (a) there shall be inserted—

    "(aa) payment into an account at a building society, being an account standing in the name of the person to whom the payment is due, or an account standing in the name of that person jointly with one or more persons,".

    (3) In section 2(1) (requirements applicable to authorised payments), after "bank" there shall be inserted "or building society".

    (4) In section 7(1) (interpretation) —

  • (a) in the definition of "account", after "way)" there shall be inserted "and, in relation to a building society, includes a share account and a deposit account (however described)",
  • (b) after the definition of "bank" there shall be inserted—
  • "building society" means a building society within the meaning of the Building Societies Act 1986;", and

    (c) in the definition of "branch", after "head office of the bank" there shall be inserted " and, in relation to a building society, includes the principal office of the society;".

    Private Streets (Northern Ireland) Order 1980 (S.I. 1980/1086 (N.I.12))

    . In Article 33 (security not to be deemed prior mortgage under Building Societies Acts) of the Private Streets (Northern Ireland) Order 1980 for the words from "section 32" where they first occur onwards there shall be substituted "section 11(2) (d) or (4) of the Building Societies Act 1986".

    Housing (Northern Ireland) Order 1981 (S.I. 1981/156 (N.I.3))

    . — (1) This paragraph amends the Housing (Northern Ireland) Order 1981 as follows.

    (2) In Article 2(2) (interpretation) after the definition of "building regulations" there shall be inserted—

    " "building society" means a building society within the meaning of the Building Societies Act 1986.".

    (3) In Article 156(5) (b) (consultations by the Department regarding forms of indemnity agreements) for "Registrar of Friendly Societies for Northern Ireland" there shall be substituted "Building Societies Commission".

    (4) For paragraph 1 of Schedule 10 there shall be substituted—

    "1. Building Societies.".

    Property (Discharge of Mortgage by Receipt) (Northern Ireland) Order 1983 (S.I. 1983/766 (N.I. 9),

    . In Article 3(10) of the Property (Discharge of Mortgage by Receipt) (Northern Ireland) Order 1983, after "applies" in the definition of "mortgage" there shall be inserted "and, subject to paragraph 4(7) of Schedule 4 to the Building Societies Act 1986, does not include a mortgage to which that paragraph 4 applies.".

    Housing (Northern Ireland) Order 1983 (S.I. 1983/1118 (N.I. 15))

    . In Article 3(4) of the Housing (Northern Ireland) Order 1983, in the definition of "building society" for the words from "1962" onwards there shall be substituted "1986".

    No. 363, in line 39, at end add—

    'Companies Act (Northern Ireland) 1960 (c. 22 N.J.)

    In section 178(3) of the Companies Act (Northern Ireland) 1960 (provision against undischarged bankrupt acting as director, etc.; meaning of "company"), after "unregistered company" there shall be inserted ", a building society (within the meaning of the Building Societies Act 1986).".

    Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24 N.I.)

    In section 31 (b) of the Industrial and Provident Societies Act (Northern Ireland) 1969 (authorised investments) for "society registered under the Building Societies Acts" there shall be substituted "building society within the meaning of the Building Societies Act 1986.".

    Companies (Northern Ireland) Order 1978 (S.1. 1978/1096 (N.I. 12))

    In Article 55(4) of the Companies (Northern Ireland) Order 1978 (disqualification orders against directors of companies), in the definition of "company" at the end there shall be inserted "and a building society (within the meaning of the Building Societies Act 1986).".'.— [Mr. Ian Stewart.]

    Schedule 15

    Repeals

    Amendments made: No. 364, in page 206, leave out lines 4 and 5 and insert—

    'REPEALS: GENERAL'.

    No. 365, in line 20, leave out 'paragraph 3A' and insert 'paragraphs 3A and 7'.

    No. 366, in page 206, line 22, at end insert—

    '1974 c.39.The Consumer Credit Act 1974In section 16 in subsection (1) the words "or building society," and, in subsections (l)(e) and (3)(c), the word "or",'.

    No. 367, in page 206, line 22, at end insert—

    '1965 c.32.The Administration of Estates (Small Payments) Act 1965.In Schedules 1 and 3, the entries relating to the Building Societies Act 1962.
    1969 c.46.The Family Law Reform Act 1969.In Schedule 1, the entry relating to the Building Societies Act 1962.
    1970 c.10.The Income and Corporation Taxes Act 1970.In section 343(5), the words 'union or'.
    1974 c.46.The Friendly Societies Act 1974.In Schedule 10, paragraph 9.
    1974 c.49.The Insurance Companies Act 1974.In Schedule 1, the entries relating to the Building Societies Act 1962.
    1979 c.37.The Banking Act 1979.In paragraph 6 of Schedule 1, the words from "within" to the end.
    In Schedule 6, paragraphs 6, 7, 16 and 17.
    1982 c50.The Insurance Companies Act 1982.In Schedule 5, paragraphs 3, and 5.
    1984 c.28.The County Courts Act 1984.In Schedule 2, paragraph 26.

    1985 c.9.The Companies Consolidation (Consequential Provisions) Act 1985.In Schedule 2, the entries relating to the Building Societies act 1962.
    1985 c.58.The Trustee Savings Banks Act 1985.In Schedule 1, paragraph 11(2)(a) and so much of that sub-paragraph as relates to the sections 59 specified therein.'.

    No. 368, in page 206, line 29, at end insert—

    'Part Ii

    Revocation Extending To Great Britain

    Number

    Title

    Extend of revocation

    S.I. 1981/1488.The Building Societies (Authorisation) Regulations 1981.The whole Regulations.'

    No. 369, in page 207, line 1, leave out 'II' and insert 'III'.

    No. 370, in page 207, line 8, at end insert—

    '1967 c. 5 (N.I.).The Administration of Estates (Small Payments) Act (Northern Ireland) 1967.In Schedule 1, the entry relating to the Building Societies Act 1874.
    1969 c. 24 (N.I.).The Industrial and Provident Societies Act (Northern Ireland) 1969.In section 101(1), the definition of "Building Societies Acts".
    1969 c. 28 (N.I.)The Age of Majority Act (Northern Ireland) 1969.In Schedule 1, the entry relating to the Building Societies Act (Northern Ireland) 1967.'.

    No. 371, in page 207, line 28, at end insert—

    'S.I. 1981/156 (N.I.3.).The Housing (Northern Ireland) Order 1981.Article 156(6) In Part II of Schedule 2, the entry relating to the Building Societies Act (Northern Ireland) 1967.'.

    No. 372, in page 207, line 28, at end insert—

    'S.R. 1982/155 (N.I.).The Building Societies (Authorisation) Regulations (Northern Ireland) 1982.The whole Regulations.'.

    No. 373, in page 207, line 33, at end insert—

    'S.I.1983/1118 (N.I. 15).The Housing (Northern Ireland) Order 1983.In Schedule 10, the entry relating to the Building Societies Act (Northern Ireland) 1967.'.

    No. 404, in page 207, in line 34, leave out '14' and insert '13'— [Mr. Ian Stewart.]

    Schedule 16

    Transitional And Saving Provisions

    Amendments made: No. 374, in page 208, line 41, leave out lines 41 and 42 and insert—

  • '(a) retain and register one copy of the memorandum and of the altered rules,
  • (b) return another copy to the secretary of the society, together with a certificate of registration, and
  • (c) keep another copy, together with the record of the specified date sent to it under sub-paragraph (3) above and a copy of that registration certificate, in the public file of the society .' .
  • No. 375, in page 209, line 33, leave out from 'shall' to end of line 34 and insert

    `retain and register a copy of the memorandum and of the altered rules'.

    No. 376, in line 34, at end insert—

    `(4A) On registering a copy of the memorandum and of the altered rules under sub-paragraph (4) above, the central off ce shall—

  • (a) return another copy to the secretary of the society, together with a certificate of registration, and
  • (b) keep another copy, together with the record of the specified date sent to it under sub-paragraph (2) above and a copy of that certificate, in the public file of the society .'.
  • No. 377, in page 210, line 2, leave out from 'If' to `copies' in line 3 and insert

    `the central office has not, before the end of the transitional period, received from an existing building society'.

    No. 378, in line 9, leave out from 'If' to 'copies' in line 10 and insert

    `the central office has not, before the end of the transitional period, received from an existing building society'.

    No. 379, in line 20, leave out from 'prepare' to end of line 22 and insert

    `three copies of a memorandum and of rules for the society and shall—
  • (a) retain and register one copy,
  • (b) return another to the secretary of the society, together with a certificate of registration, and
  • (c) keep another copy, together with a copy of that certificate, in the public file of the society.'.
  • No. 380, in line 41, after '6.', insert '—(1).'.

    No. 381, in line 42, leave out 'or loans'.

    No. 382, in page 211, line 4, at end insert—

    '(2) The central office shall record in the public file of each building society to which sub-paragraph (1) above applies the fact that, by virtue of that sub-paragraph, the society is to be treated as authorised for the purposes of this Act.'.

    No. 383, in line 4, at end insert—

    'Anticipation of powers' declaratory provision

    .—(1) It is hereby declared that building society has had, as from 19th December 1985, power, for the purposes of any power conferred by this Act or, building societies or building societies of its description, to do such things, subject to sub-paragraph (2) below, as are reasonably necessary to enable it—

  • (a) to decide whether or not, and to what extent, to exercise and in the case of an adoptable power to adopt) the power, and
  • (b) if it decides to exercise the power, to exercise it as from the date when it becomes exercisable by the society.
  • (2) Sub-paragraph (1) (b) above does not authorise a society—

  • (a) to make contracts, other than conditional contracts, for the acquisition of land, the acquisition of a business or the acquisition of shares in any company if that company offers the public any service or facility within the power
  • (b) to issue invitations to members of the society or the public to apply for any power to be exercised for their benefit, or
  • (c) to retain shares in a company which offers the public any service or facility within the power;
  • and, in this sub-paragraph, "conditional", in relation to contracts with respect to the exercise of a power, means conditional on the power's becoming exercisable by the society.

    (3) The power conferred by this paragraph, and activities carried on under it, for the purposes of an adoptable power are not to be treated a included in, or in activities comprised in, that adoptable power for the purposes of paragraph 7 of Schedule 16 to this Act.'

    No. 384, in page 213, line 20, at end insert—

    '(6A) Nothing in the foregoing provisions of this Schedule implies that it is improper for any of the following, that is to say—
  • (a) the Chief Registrar or any assistant registrar of the central office,
  • (b) the assistant registrar of friendly societies for Scotland,
  • (c) the registrar of building societies for Northern Ireland, or
  • (d) the Commission,
  • to give to a building society or building societies generally an indication of the action the Commission might or might not take in exercising its functions under this paragraph; and no decision of the Commission under this paragraph shall be liable to be set aside by reason of the indication having been given.'.

    No. 385, in page 214, line 4, after 'age', insert

    , or the compulsory retirement age (if any), as the case may be,'.

    No. 386, in line 18, leave out from beginning to 'given' and insert

    "'the compulsory retirement age" and "the normal retirement age" have the meanings'.

    No. 387, in page 215, line 27, after 'copy', insert

    ', together with a copy of that certificate,'.

    No. 388, in line 39, leave out sub-paragraph (7). — [Mr. Ian Stewart.]