British Technology Group Act 1991
On such day as the Secretary of State may by order appoint all the property, rights and liabilities to which— was entitled or subject immediately before that day shall, subject to section 2 below, become by virtue of this section property, rights and liabilities of a company nominated for the purposes of this section by the Secretary of State; and references in this Act to the appointed day or to the successor company are references to the day so appointed or to the company so nominated respectively.
the National Research Development Corporation; or
the National Enterprise Board,
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References in this Act to property, rights and liabilities of the Corporation or Board are references to all such property, rights and liabilities, whether or not capable of being transferred or assigned by the Corporation or Board.
It is hereby declared for the avoidance of doubt that—
any reference in this Act to property of the Corporation or Board is a reference to property of the Corporation or Board whether situated in the United Kingdom or elsewhere; and
any reference in this Act to rights or liabilities of the Corporation or Board is a reference to rights to which the Corporation or Board is entitled, or (as the case may be) liabilities to which it is subject, whether under the law of the United Kingdom or of any part of the United Kingdom or under the law of any country or territory outside the United Kingdom.
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Schedule 1 to this Act shall have effect for the purpose of supplementing the provisions of this section.
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There shall be extinguished immediately before the appointed day—
the reserve established by the Corporation under section 10 of the Development of Inventions Act 1967; and
any liability of the Board to the Secretary of State in respect of the Board’s public dividend capital.
Subsection (1)(b) above shall not operate to extinguish any liability of the Board under paragraph 5(3) or (3A) of Schedule 2 to the Industry Act 1975 which accrued before the appointed day.
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As a consequence of the vesting in the successor company by virtue of section 1 above of property, rights and liabilities of the Corporation and the Board, the successor company shall issue such securities of the company as the Secretary of State may from time to time direct; and any such securities shall, as the Secretary of State may so direct—
be issued to the Treasury or the Secretary of State, or
be allotted to the Treasury or the Secretary of State and subsequently issued to the persons for the time being entitled to be issued with them (who may include the Treasury or the Secretary of State).
The Secretary of State shall not give a direction under subsection (1) above at a time when the successor company has ceased to be wholly owned by the Crown.
Securities to be issued or allotted in pursuance of this section shall be issued or allotted at such time or times, and (subject to subsection (4) below) on such terms, as the Secretary of State may direct.
Any shares issued in pursuance of this section—
shall be of such nominal value as the Secretary of State may direct; and
shall be issued as fully paid and treated for the purposes of the Companies Act 1985 as if they had been paid up by virtue of the payment to the successor company of their nominal value in cash.
The Secretary of State may not exercise any power conferred on him by this section, or dispose of any securities issued or of any rights to securities initially allotted to him in pursuance of this section, without the consent of the Treasury.
Any dividends or other sums received by the Treasury or the Secretary of State in right of, or on the disposal of, any securities or rights acquired by virtue of this section shall be paid into the Consolidated Fund.
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Subject to section 6(5) below, the Treasury or, with the consent of the Treasury, the Secretary of State may at any time acquire—
securities of the successor company; or
rights to subscribe for any such securities.
The Secretary of State may not dispose of any securities or rights acquired by him by virtue of this section without the consent of the Treasury.
Any expenses incurred by the Treasury or the Secretary of State in consequence of the provisions of this section shall be paid out of money provided by Parliament.
Any dividends or other sums received by the Treasury or the Secretary of State in right of, or on the disposal of, any securities or rights acquired by virtue of this section shall be paid into the Consolidated Fund.
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The Treasury or, with the consent of the Treasury, the Secretary of State may, for the purposes of section 3 or 4 above, appoint any person to act as the nominee, or one of the nominees, of the Treasury or the Secretary of State; and— in accordance with directions given from time to time by the Treasury or, with the consent of the Treasury, by the Secretary of State.
securities of the successor company may be issued or allotted in pursuance of section 3 above to any nominee of the Treasury or the Secretary of State appointed for the purposes of that section and may be issued to any person entitled to be issued with the securities following their initial allotment to any such nominee, and
any such nominee appointed for the purposes of section 4 above may acquire securities or rights under that section,
Any person holding any securities or rights as a nominee of the Treasury or the Secretary of State by virtue of subsection (1) above shall hold and deal with them (or any of them) on such terms and in such manner as the Treasury or, with the consent of the Treasury, the Secretary of State may direct.
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As soon after the date when the successor company ceases to be wholly owned by the Crown as he considers expedient, and in any case not later than six months after that date, the Secretary of State shall by order fix a target investment limit in relation to the shares for the time being held in the successor company by virtue of any provision of this Act by the Treasury and their nominees and by the Secretary of State and his nominees (“the Government shareholding”).
The target investment limit shall be expressed as a proportion of the voting rights which are exercisable in all circumstances at general meetings of the successor company (“the ordinary voting rights”).
The first target investment limit fixed under this section shall be equal to the proportion of the ordinary voting rights which is carried by the Government shareholding at the time when the order fixing the limit is made.
The Secretary of State may from time to time by order fix a new target investment limit in place of the one previously in force under this section; but—
any new limit must be lower than the one it replaces; and
an order under this section may only be revoked by an order fixing a new limit.
It shall be the duty of the Treasury and of the Secretary of State so to exercise— as to secure that the Government shareholding does not carry a proportion of the ordinary voting rights exceeding any target investment limit for the time being in force under this section.
their powers under section 4 above and any power to dispose of any shares held by virtue of any provision of this Act, and
their power to give directions to their respective nominees,
Notwithstanding subsection (5) above, the Treasury or the Secretary of State may take up, or direct any of their respective nominees to take up, any rights for the time being available to them or him, or to that nominee, as an existing holder of shares or other securities of the successor company; but if, as a result, the proportion of the ordinary voting rights carried by the Government shareholding at any time exceeds the target investment limit, it shall be the duty of the Treasury or (as the case may be) the Secretary of State to comply with subsection (5) above as soon after that time as is reasonably practicable.
For the purposes of this section the temporary suspension of any of the ordinary voting rights shall be disregarded.
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If the aggregate nominal value of the securities of the successor company issued in pursuance of section 3 above is for the time being less than the amount of the reserve and public dividend capital extinguished by virtue of section 2 above a sum equal to the amount of the difference shall be carried by the successor company to a reserve (“the statutory reserve”).
The statutory reserve may only be applied by the successor company in paying up unissued shares of the company to be allotted to its members as fully paid bonus shares. ...
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Notwithstanding subsection (2) above, no part of the statutory reserve shall count as an undistributable reserve of the successor company for the purposes of section 831(4)(d) of the Companies Act 2006 (restriction on distribution of assets); but for the purpose of determining under section 831 whether the successor company may make a distribution at any time, any amount for the time being standing to the credit of the statutory reserve (excluding any amount which under subsection (2) above is authorised to be, but has not yet been, applied as if it were profits available for distribution) shall be treated for the purposes of section 831(4)(c)) as if it were unrealised profits of the company.
For the purposes of any statutory accounts of the successor company—
all the property, rights and liabilities to which the Corporation or Board was entitled or subject immediately before the end of the last financial year of the Corporation or Board ending before the appointed day shall be taken to have been vested in the successor company by virtue of section 1 above, and to have been so vested immediately after the end of that year; and
the value or amount (as at the time of vesting) of any asset or liability of the Corporation or Board taken to have been vested in the successor company by virtue of paragraph (a) above shall be taken to be the value or (as the case may be) the amount assigned to that asset or liability for the purposes of the corresponding statement of accounts prepared by the Corporation or Board in respect of the financial year referred to in that paragraph.
For the purposes of any statutory accounts of the successor company the amount to be included in respect of any item shall be determined as if anything done by the Corporation or Board (whether by way of acquiring, revaluing or disposing of any asset, or incurring, revaluing or discharging any liability, or by carrying any amount to any provision or reserve, or otherwise) had been done by the successor company. Accordingly (but without prejudice to the generality of the preceding provision) the amount to be included from time to time in any reserves of the successor company as representing its accumulated realised profits shall be determined as if any profits realised and retained by the Corporation or Board had been realised and retained by the company.
References in this section to the statutory accounts of the successor company are to any accounts prepared by that company for the purposes of any provision of the Companies Act 2006 (including group accounts).
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As from the appointed day the Secretary of State may, with the consent of the Treasury, make loans to the successor company; but no loan shall be made by him under this section at a time when that company has ceased to be wholly owned by the Crown.
The Treasury may issue to the Secretary of State out of the National Loans Fund any sums necessary to enable him to make loans under this section.
Any loan made by the Secretary of State under this section shall be repaid to him at such times and by such methods, and interest on it shall be paid to him at such rates and at such times, as he may, with the consent of the Treasury, from time to time direct.
Any sums received by the Secretary of State under subsection (3) above shall be paid into the National Loans Fund.
The Secretary of State shall in respect of each financial year prepare, in such form and manner as the Treasury may direct, an account of— and shall send the account to the Comptroller and Auditor General not later than the end of November in the following financial year; and the Comptroller and Auditor General shall examine, certify and report on the account and lay copies of it, together with his report, before each House of Parliament.
sums issued to him under subsection (2) above;
sums received by him under subsection (3) above; and
the disposal by him of sums so issued or received;
If the articles of association of the successor company confer on the Secretary of State powers exercisable with the consent of the Treasury for, or in connection with, restricting the sums of money which may during any period be borrowed or raised by the successor company and its subsidiaries, taken as a whole, those powers shall be exercisable in the national interest notwithstanding any rule of law and the provisions of any enactment.
For the purposes of this section any alteration of the articles of association of the successor company which— shall be disregarded.
has the effect of conferring or extending any such power as is mentioned in subsection (1) above, and
is made at a time when that company has ceased to be wholly owned by the Crown,
The Corporation and Board shall continue in existence after the appointed day until dissolved in accordance with subsection (2) below; and in relation to each of those bodies the period of its continued existence after the appointed day is referred to in this Act as “the transitional period”.
If in the case of either of those bodies the Secretary of State is satisfied that nothing further remains to be done by it under Schedule 3 to this Act, he may, after consulting that body and the successor company, by order dissolve that body on a day specified in the order.
Subject to subsection (2) below, the successor company shall be treated for the purposes of the Corporation Tax Acts as if it were the same person as the Corporation and the Board.
Notwithstanding subsection (1) above, section 8 of the Taxation of Chargeable Gains Act 1992 (computation of chargeable gains) shall apply to the successor company without regard to any allowable losses of the Corporation or the Board.
Any share issued by the successor company in pursuance of section 3 above shall be treated for the purposes of the Corporation Tax Acts as if it had been issued wholly in consideration of a subscription paid to that company of an amount equal to the nominal value of the share.
Any debenture issued by the successor company in pursuance of that section shall be treated for the purposes of those Acts as if it had been issued—
wholly in consideration of a loan made to that company of an amount equal to the principal sum payable under the debenture; and
wholly and exclusively for the purposes of the trade carried on by that company.
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For the purpose of applying paragraph 3(b) of Part IV of Schedule 1 to the Trustee Investments Act 1961 (which provides that shares and debentures of a company shall not count as wider-range and narrower-range investments respectively within the meaning of that Act unless the company has paid dividends in each of the five years immediately preceding that in which the investment is made) in relation to investment in shares or debentures of the successor company during the calendar year in which the appointed day falls (“the first investment year”) or during any year following that year, the successor company shall be deemed to have paid a dividend as there mentioned—
in any year preceding the first investment year which is included in the relevant five years; and
in the first investment year, if that year is included in the relevant five years and the successor company does not in fact pay such a dividend in that year.
In subsection (1) above “the relevant five years” means the five years immediately preceding the year in which the investment in question is made or proposed to be made.
Any power of the Secretary of State to make an order under this Act shall be exercisable by statutory instrument.
Any statutory instrument containing an order made by the Secretary of State under section ... 17(1) below shall be subject to annulment in pursuance of a resolution of either House of Parliament.
Any administrative expenses incurred by the Secretary of State or the Treasury in consequence of the provisions of this Act shall be paid out of money provided by Parliament.
In this Act—
“the appointed day” means the day appointed under section 1(1) above;
“the appointed day” means the day appointed under section 1(1) above;
“the Board” means the National Enterprise Board;
“the Board” means the National Enterprise Board;
“the Corporation” means the National Research Development Corporation;
“debenture” includes debenture stock;
“debenture” includes debenture stock;
“financial year”, in relation to the Corporation, means a year ending on 31st March and, in relation to the Board, means the accounting year as defined in section 37(1) of the Industry Act 1975;
“securities”, in relation to a company, includes shares, debentures, bonds and other securities of the company, whether or not constituting a charge on the assets of the company;
A company shall be regarded for the purposes of this Act as wholly owned by the Crown at any time when each of the issued shares of the company is held by, or by a nominee of, the Treasury or the Secretary of State.
The Secretary of State may by order make— and any provision of an order made under this subsection after the appointed day may be made so as to have effect as from that or any later day.
such consequential modifications of any provision contained in any Act (whether public general or local) passed, or subordinate legislation made, before the appointed day as appear to him to be necessary or expedient in connection with any reference in that Act or subordinate legislation to the Corporation or the Board;
such transitional or saving provision as appears to him to be necessary or expedient in connection with the coming into force of any provision of this Act;
The enactments mentioned in Schedule 2 to this Act (which include certain spent enactments) are hereby repealed to the extent specified in the third column of that Schedule.
The transitional provisions and savings contained in Schedule 3 to this Act shall have effect.
This Act may be cited as the British Technology Group Act 1991.
Subject to subsections (3) and (4) below, this Act shall come into force on the appointed day.
Sections 1, 2, 7, 14, 16(1), this section and paragraph 1 of Schedule 1 shall come into force at the passing of this Act.
Parts II and III of Schedule 2 shall come into force on the dissolution of the Corporation or, as the case may be, the Board.
Except for sections 3 to 6, 8 to 10 and 13, this Act extends to Northern Ireland.
Section 1(6).
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Any agreement made, transaction effected or other thing done by, to or in relation to the Corporation or Board which is in force or effective immediately before the appointed day shall have effect as from that day as if made, effected or done by, to or in relation to the successor company, in all respects as if the successor company were the same person, in law, as the Corporation and the Board; and accordingly references to the Corporation or Board— shall be taken as from the appointed day as referring to the successor company.
in any agreement (whether or not in writing) and in any deed, bond or instrument,
in any process or other document issued, prepared or employed for the purpose of any proceeding before any court or other tribunal or authority, and
in any other document whatever (other than an enactment) relating to or affecting any property, right or liability of the Corporation or Board which vests by virtue of section 1 of this Act in the successor company,
Where immediately before the appointed day there is in force an agreement which— the agreement shall have effect, in relation to anything falling to be done on or after that day, as if for that reference there were substituted a reference to such person as that company may appoint or, in default of appointment, to the officer of that company who corresponds as nearly as may be to the member or officer of the Corporation or Board in question.
confers or imposes on the Corporation or Board any rights or liabilities which vest in the successor company by virtue of section 1 of this Act, and
refers (in whatever terms and whether expressly or by implication) to a member or officer of the Corporation or Board,
It is hereby declared for the avoidance of doubt that— Accordingly, for the purposes of any such agreement or arrangement as it has effect as from the appointed day— shall count as employment with, or with that subsidiary of, the successor company.
In the House of Commons Disqualification Act 1975, in Part III of Schedule 1 (other disqualifying offices) there shall be inserted at the appropriate place— “ Director of the successor company (within the meaning of the British Technology Group Act 1991) being a director nominated or appointed by a Minister of the Crown or by a person acting on behalf of the Crown; ”and a corresponding amendment shall be made in Part III of Schedule 1 to the Northern Ireland Assembly Disqualification Act 1975.
Section 17(2).
Chapter Short title Extent of repeal 1967 c. 32. The Development of Inventions Act 1967. Sections 2 to 13.Section 15(3) to (8).In the Schedule, paragraphs 4 to 8. 1972 c. 11. The Superannuation Act 1972. In Schedule 4 the entry relating to the National Research Development Corporation. 1975 c. 68. The Industry Act 1975. Part I except section 1. In section 13(2) the words the Board or in both places. In section 14(1) and (4) the words or the Board. In section 16(1)(b) and (4) the words or the Board. In section 19(3)(i) the words the Board or. In section 20(3) the words , the Board. Section 26. In section 37, in subsection (1) the definitions of accounting year and wholly owned subsidiary and subsections (2) and (4). In Schedule 1, paragraphs 7 to 10, 18, 19 and 20.Schedule 2. 1979 c. 32. The Industry Act 1979. In section 1, in subsection (1) the words “section 8 of the Industry Act 1975”, “the National Enterprise Board” and “that Board and”, in subsections (5) and (7) the figure “8” and in subsection (6) the figure “8(4)(b)” and the words “the Board or”.In the Schedule the entry relating to the Industry Act 1975. 1980 c. 33. The Industry Act 1980. Section 1(1). In section 2, in subsection (1) the words the National Enterprise Board and paragraph (a) and in subsections (2) and (3) the words the National Enterprise Board. Section 4(1). Section 5(3) and (5). Section 6(1). Section 8(1). In section 21(2) the words section 2(2) of the Industry Act 1975 and the National Enterprise Board. 1980 c. 65. The Local Government, Planning and Land Act 1980. In section 170(2) the words “and the National Enterprise Board”. 1981 c. 6. The Industry Act 1981. Section 1. 1981 c. 68. The Broadcasting Act 1981. In section 65(2) the words “each of section 9 of the Industry Act 1975 and”.In Part II of Schedule 3 the entry relating to section 9 of the Industry Act 1975. 1983 c. 29. The Miscellaneous Finan- cial Provisions Act 1983. In Schedule 2 the entry relating to the Industry Act 1975. 1985 c. 9. The Companies Consoli- dation (Consequential Provisions) Act 1985. In Schedule 2 the entry relating to section 12(3) of the Development of Inventions Act 1967, in the entry relating to section 37(1) of the Industry Act 1975 the words from “and in the definition of “wholly-owned subsidiary”” onwards and the entries relating to Schedules 1 and 2 to that Act. 1986 c. 60. The Financial Services Act 1986. In Schedule 16, paragraph 10. 1988 c. 50. The Housing Act 1988. In Schedule 9, in paragraph 4(b) the words “the National Enterprise Board”. 1989 c. 43. The Statute Law (Repeals) Act 1989. In Schedule 2, paragraph 13. 1990 c. 42. The Broadcasting Act 1990. In Schedule 20, paragraph 22.In Schedule 22, paragraph 5(2)(a).
Chapter Short title Extent of repeal 1967 c. 32. The Development of Inventions Act 1967. Section 1.Section 15(1) and (2).The Schedule so far as unrepealed. 1975 c. 24. The House of Commons Disqualification Act 1975. In Part III of Schedule 1 the entries relating to the chairman and managing director of the National Research Development Corporation. 1975 c. 25. The Northern Ireland Assembly Disqualifi- cation Act 1975. In Part II of Schedule 1 the entry relating to members of the National Research Development Corporation.
Chapter Short title Extent of repeal 1975 c. 24. The House of Commons Disqualification Act 1975. In Part III of Schedule 1 the entries relating to the chairman and chief executive of the National Enterprise Board. 1975 c. 25. The Northern Ireland Assembly Disqualifi- cation Act 1975. In Part II of Schedule 1 the entry relating to the National Enterprise Board and in Part III of that Schedule the entry relating to the chief executive of the National Enterprise Board. 1975 c. 68. The Industry Act 1975. Section 1.Schedule 1 so far as unrepealed. 1980 c. 33. The Industry Act 1980. Section 7.
Section 17(3).
During the transitional period section 1(2) of the Development of Inventions Act 1967 (constitution of the Corporation) shall have effect as if for “less than four” there were substituted “ less than three ” and section 1(2) of the Industry Act 1975 (constitution of the Board) shall have effect as if for “not less than eight” there were substituted “ not less than three ”.
It shall be the duty of the Corporation and the Board and of the successor company to take, as and when during the transitional period the successor company considers appropriate, all such steps as may be requisite to secure that the vesting in the successor company by virtue of section 1 of this Act or this paragraph of any foreign property, right or liability is effective under the relevant foreign law. Until the vesting in the successor company by virtue of section 1 of this Act or this paragraph of any foreign property, right or liability is effective under the relevant foreign law, it shall be the duty of the Corporation and the Board during the transitional period to hold that property or right for the benefit of, or to discharge that liability on behalf of, the successor company. Nothing in sub-paragraphs (1) and (2) above shall be taken as prejudicing the effect under the law of the United Kingdom, or of any part of the United Kingdom, of the vesting in the successor company by virtue of section 1 of this Act or this paragraph of any foreign property, right or liability. The Corporation and the Board shall have all such powers as may be requisite for the performance of its duties under this paragraph, but— References in this paragraph to any foreign property, right or liability are references to any property, right or liability as respects which any issue arising in any proceedings would have been determined (in accordance with the rules of private international law) by reference to the law of a country or territory outside the United Kingdom. Any expenses incurred by the Corporation or Board under this paragraph shall be met by the successor company.
Where any loan made to the Corporation under section 7 of the Development of Inventions Act 1967 or to the Board under paragraph 2 of Schedule 2 to the Industry Act 1975 (loans by Secretary of State) is in existence immediately before the appointed day, any terms which are then applicable to the loan shall continue to apply to it after it becomes a liability of the successor company by virtue of section 1 of this Act; and section 7(5) of the Act of 1967 and paragraph 2(2) of Schedule 2 to the Act of 1975 shall continue to have effect as respects sums received by virtue of this paragraph. Any sums received by the Secretary of State from the successor company in the discharge of any liability to make a payment under paragraph 5(3) or (3A) of Schedule 2 to the Industry Act 1975 (public dividend capital) which accrued before the appointed day (and accordingly has become a liability of the successor company by virtue of section 1 of this Act) shall be paid into the Consolidated Fund.
Sub-paragraphs (2) to (5) of paragraph 4 of Schedule 2 to the Industry Act 1975 (Treasury guarantees) shall continue to apply in relation to any guarantee given by the Treasury under that paragraph with respect to a liability of the Board which becomes a liability of the successor company by virtue of section 1 of this Act, but as if the reference to the Board in sub-paragraph (4) were a reference to the successor company.
Notwithstanding the repeal of section 13(2) of the Development of Inventions Act 1967 and paragraph 8 of Schedule 2 to the Industry Act 1975 (reports to the Secretary of State)— Notwithstanding the repeal of section 12 of the Act of 1967 and paragraph 7 of Schedule 2 to the Act of 1975 (accounts and audit)— Any expenses incurred by the Corporation or Board under this paragraph shall be met by the successor company.
Notwithstanding the repeal of section 7(6) of the Act of 1967 and paragraph 2(3) of Schedule 2 to the Act of 1975 (accounts of the Secretary of State), those provisions shall continue to apply in relation to—
any financial year down to and including that in which the appointed day falls; and
any subsequent financial year in which the Secretary of State receives any sum by virtue of paragraph 3 above.
Where it is proposed to declare a distribution during the accounting reference period of the successor company which includes the appointed day, or before any accounts are laid or delivered to the registrar of companies in respect of that period, sections 270 to 276 of the Companies Act 1985 (relevant accounts) shall have effect as if— and, if any direction has been given under section 8(2) of this Act which is relevant to the making of that distribution, shall accordingly have effect subject to that direction. The accounts referred to in sub-paragraph (1)(a) and (b) above are such accounts as, on the assumptions stated in sub-paragraph (3) below, would have been prepared under Part VII of the Companies Act 1985 in respect of the relevant year. Those assumptions are— For the purposes of such accounts as are mentioned in sub-paragraph (2) above the amount to be included in respect of any item shall be determined as if anything done by the Corporation or Board (whether by way of acquiring, revaluing or disposing of any asset, or incurring, revaluing or discharging any liability, or by carrying any amount to any provision or reserve, or otherwise) had been done by the successor company. Accordingly (but without prejudice to the generality of the preceding provision) the amount to be included in any reserves of the successor company as representing its accumulated realised profits shall be determined as if any profits realised and retained by the Corporation or Board had been realised and retained by the company. Any such accounts shall not be regarded as statutory accounts for the purposes of section 8 of this Act. In this paragraph “the relevant year” means the last financial year of the Corporation or Board ending before the appointed day.