Second statement by the Delegation of the United States of America in response to the statement by the Delegation of the Russian Federation

A transfer scheme may define the property, rights and liabilities to be transferred to a particular person— A transfer scheme shall appoint the day on which it is to come into force. This Act shall have effect, in relation to any provision of a transfer scheme for the transfer of any property, rights or liabilities, so as to transfer the property, rights or liabilities, at the beginning of the day appointed for the coming into force of the scheme, and without further assurance, from the Authority to the person to whom they are allocated under the scheme and to vest them in that person; and the provisions of that scheme in relation to that transfer shall have effect from that time accordingly. This Act shall have effect, in relation to any provision of a transfer scheme for the creation, by virtue of paragraph 2 below, of any interest or right, so as to create the specified interests and rights, at the beginning of the day appointed for the coming into force of the scheme and without further assurance. The preceding provisions of this paragraph shall have effect subject to so much of a transfer scheme as provides for— to be effected by or under any agreement or instrument entered into or executed in pursuance of an obligation imposed by virtue of paragraph 2(1)(g) below. In their application to Scotland, sub-paragraphs (3) and (4) above shall have effect with the omission of the words “and without further assurance”.

For the purposes of making any such division as the Authority consider appropriate of any of the property, rights and liabilities of the Authority between two or more persons (including any division between the Authority and any one or more other persons), a transfer scheme may contain provision— A transfer scheme may contain such supplemental and incidental provision with respect to the interests, rights and liabilities of third parties in relation to anything to which the scheme relates as the Authority consider to be necessary or expedient for the purposes of any such division as is mentioned in sub-paragraph (1) above, or in connection with anything contained in the scheme by virtue of that sub-paragraph. The provision that may be contained in a transfer scheme by virtue of sub-paragraph (2) above shall include provision for interests, rights or liabilities to which any third party is entitled or subject in relation to anything to which the scheme relates to be modified in such respects or in such manner as may be specified or determined under the scheme. The provision that may be contained in a transfer scheme by virtue of sub-paragraph (1)(f) above shall include the creation of such rights and liabilities as the Authority think fit for the purpose of converting into a contract between the transferee under the scheme and the Authority any arrangements between different parts of the Authority’s undertaking which exist immediately before the day on which the scheme comes into force. An obligation imposed on any person by virtue of sub-paragraph (1)(g) above shall be enforceable by the bringing, by any person with or in favour of whom the agreement or instrument is to be entered into or executed, of civil proceedings for an injunction or for interdict or for other appropriate relief. In relation to any transfer scheme made by the Secretary of State by virtue of section 2(3) of this Act, the first reference to the Authority in sub-paragraph (1) above, the reference to the Authority in sub-paragraph (2) above and the first such reference in sub-paragraph (4) above shall have effect as references to the Secretary of State.

The property, rights and liabilities that shall be capable of being transferred in accordance with a transfer scheme shall include— The transfers authorised by sub-paragraph (1)(a) above, and the interests and rights that may be created in accordance with a transfer scheme, include transfers, interests and rights which are to take effect as if there were— as there would be, in the case of any transaction apart from this Act, by reason of provisions having effect (whether under any enactment or agreement or otherwise) in relation to the terms on which the Authority are entitled or subject to any property, right or liability. Where apart from this sub-paragraph any person would have an entitlement, in consequence of anything done or likely to be done by or under this Act, to terminate, modify, acquire or claim an interest or right which is vested in the Authority at the passing of this Act or acquired by the Authority after that time, or to treat any such interest or right as modified or terminated, then— Subject to sub-paragraphs (5) and (6) below, nothing in sub-paragraph (1) or (2) above shall enable— to give effect to any transfer, or to create any interest or right, which could not apart from this paragraph have been made by or under that agreement or instrument. A transfer scheme may provide for— to include, to such extent as may be specified in the scheme, any such transfer, interest or right as is mentioned in sub-paragraph (2) above. A transfer scheme may provide that sub-paragraph (3) above shall apply in relation to the provisions of any agreement or instrument which is to be entered into or executed in accordance with the scheme, and in relation to any proposal for such an agreement or for the execution of such an instrument, as if the reference in sub-paragraph (3)(b) above to provision contained in the scheme included a reference to provision contained, in accordance with the scheme, in the agreement or instrument.

No liability of the Authority in respect of the Authority’s commencing capital debt under section 1 of the Atomic Energy Act 1986 or in respect of any loan made to them under section 4 of that Act shall be transferred by a transfer scheme except to a company which—

A transfer scheme may contain supplemental, consequential and transitional provision for the purposes of, or in connection with, any transfer of property, rights or liabilities for which the scheme provides or in connection with any other provisions contained in the scheme; and any such provision may include different provision for different cases or different purposes. A transfer scheme may, in relation to transfers in accordance with the scheme, make provision, either generally or for such purposes as may be specified in the scheme— Where any person is entitled, in consequence of any transfer made in accordance with a transfer scheme or in pursuance of any provision made under this paragraph, to possession of a document relating in part to the title to, or to the management of, any land or other property in England and Wales— Where any person is entitled, in consequence of any transfer made in accordance with a transfer scheme or in pursuance of any provision made under this paragraph, to possession of a document relating in part to the title to, or to the management of, any land or other property in Scotland transferred in accordance with a transfer scheme, subsections (1) and (2) of section 16 of the Land Registration (Scotland) 1979 (omission of certain clauses in deeds) shall have effect in relation to the transfer as if the transfer had been effected by deed and as if from each of those subsections the words “unless specially qualified” were omitted. In this paragraph— Sub-paragraphs (2) to (4) above shall be without prejudice to the generality of sub-paragraph (1) above.

The Authority and any person to whom anything has been transferred in accordance with a transfer scheme may issue a joint certificate stating that— is property, or (as the case may be) an interest or right, which was intended to be and was vested by virtue of the scheme in such one of them as may be so specified; and any such certificate shall be conclusive evidence for all purposes of that fact. The Authority and any person to whom anything has been transferred in accordance with a transfer scheme may issue a joint certificate stating that any liability specified in the certificate is a liability which was intended to be, and was, vested by virtue of the scheme in such one of them as may be so specified. Any certificate under sub-paragraph (2) above— If, after the end of the period of one month beginning with the date of a request from either the Authority or a transferee under a transfer scheme for the preparation of a joint certificate under sub-paragraph (1) or (2) above as respects any property, interest, right or liability, they have failed to agree on the terms of the certificate, they shall refer the matter to the Secretary of State and issue the certificate in such terms as he may direct. In this paragraph—

It shall be the duty of the Authority and of any person to whom any foreign property, right or liability is transferred to take all such steps as may be requisite to secure that the vesting in the transferee, in accordance with the scheme, of the foreign property, right or liability is effective under the relevant foreign law. Until the vesting in the transferee in accordance with the scheme of any foreign property, right or liability is effective under the relevant foreign law, it shall be the duty of the Authority to hold that property or right for the benefit of, or to discharge that liability on behalf of, the transferee. Nothing in sub-paragraphs (1) and (2) above shall be taken as prejudicing the effect under the law of any part of the United Kingdom of the vesting in the transferee in accordance with the scheme of any foreign property, right or liability. The Authority shall have all such powers as may be requisite for the performance of their duties under this paragraph, but it shall be the duty of a person to whom a transfer is made in accordance with a transfer scheme to act on behalf of the Authority (so far as possible) in performing the duties imposed on them by this paragraph. Where— the property, rights or liabilities acquired or incurred are immediately to become property, rights or liabilities of that other person; and the preceding provisions of this paragraph shall have effect accordingly in relation to the property, rights or liabilities acquired or incurred. 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 Authority under this paragraph shall be met by the person to whom the transfer in question is made. Any obligation imposed under this paragraph shall be enforceable as if contained in a contract between the Authority and the person to whom the transfer in question is made.

This paragraph applies where any person to whom anything has been transferred in accordance with a transfer scheme agrees in writing with the Authority or another person to whom anything has been transferred in accordance with that or any other transfer scheme that, for the purpose of modifying the effect of the scheme or, as the case may be, of modifying the effect of either or both of the schemes— should be transferred from one to the other as from a date appointed by the agreement. If— then the transfer for which the agreement provides shall take effect on the date appointed by the agreement in the like manner as a transfer for which provision is made by a transfer scheme. Subject to the approval of the Secretary of State and to sub-paragraph (4) below, the provisions that may be contained in a modification agreement shall include any such provision in relation to any transfer for which it provides as may be contained, in relation to any transfer for which a transfer scheme provides, in that scheme. Nothing in any modification agreement shall provide for any interests or rights to be created, as opposed to transferred, except as between persons who are parties to the agreement. Before— the Secretary of State shall consult the Authority. In this paragraph references to a transfer in accordance with a transfer scheme include references to the creation of any interest, right or liability in accordance with such a scheme. In this paragraph and the following provisions of this Schedule “modification agreement” means any agreement providing for a transfer which is to take effect in accordance with sub-paragraph (2) above.

The 1981 regulations shall apply to any transfer of any undertaking or part of an undertaking in accordance with a transfer scheme or modification agreement as if (in so far as that would not otherwise be the case) the references in those regulations to the transferor were references to the person in whom that undertaking or part was vested immediately before the coming into force of the transfer. It shall be the duty of the Secretary of State, before— to give such notice of his proposals to such persons as he considers appropriate for enabling any provisions of the 1981 regulations applicable to any transfer in accordance with the scheme or agreement to be complied with by the person who for the purposes of the regulations is the transferor in relation to that transfer. In this paragraph—

Where, in consequence of any provisions included in a transfer scheme for the purposes of any such division as is mentioned in paragraph 2(1) above, the interests, rights or liabilities of a third party are modified as mentioned in sub-paragraph (2) below, the third party shall be entitled to such compensation as may be just in respect of— The modifications mentioned in sub-paragraph (1) above are modifications by virtue of which— Where— the third party shall be entitled to such compensation as may be just in respect of the extinguishment of the interest or right. A liability to pay compensation under this paragraph shall fall on the persons not being themselves third parties who, as the case may be— and that liability shall be apportioned between those persons in such manner as may be appropriate having regard to the extent of their respective rights or liabilities or the extent of the benefit they respectively obtain from the extinguishment. Where any liability falls by virtue of sub-paragraph (4) above on the Authority, that sub-paragraph shall have effect subject to so much of any transfer scheme (including the one which gives rise to the liability) as makes provision for the transfer of that liability to any other person. Any dispute as to whether, or as to the person by whom, any compensation is to be paid under this paragraph, and any dispute as to the amount of any compensation to be paid by any person, shall be referred to and determined— This paragraph shall have effect in relation to the provisions of any agreement or instrument entered into or executed in pursuance of an obligation imposed by virtue of paragraph 2(1)(g) above, and to any modification agreement, as it has effect in relation to the provisions of a transfer scheme. In this paragraph “third party”, in relation to provisions capable of giving rise to compensation under this paragraph, means any person other than—

As a consequence of the vesting in a successor company of property, rights and liabilities in accordance with a transfer scheme, that company shall issue such securities of the company as the Secretary of State may from time to time direct— As a consequence of the vesting referred to in sub-paragraph (1) above, any successor company which is a wholly-owned subsidiary of the Authority shall also issue such securities of the company as the Authority may with the consent of the Secretary of State from time to time direct— No direction shall be given to a successor company under sub-paragraph (1) or (2) above at any time after that company has ceased to be publicly owned. Securities to be issued or allotted in pursuance of this paragraph shall be issued or allotted at such time or times, and (subject to sub-paragraph (5) below) on such terms, as may be specified in the direction. Any shares issued in pursuance of this paragraph— The Secretary of State may not exercise any power conferred on him by this paragraph, or dispose of any securities issued or of any rights to securities initially allotted to him in pursuance of this paragraph, without the consent of the Treasury.

The Treasury or, with the consent of the Treasury, the Secretary of State may at any time acquire— The Secretary of State may not dispose of any securities or rights acquired by virtue of this paragraph without the consent of the Treasury. Any expenses incurred by the Treasury or the Secretary of State in consequence of the provisions of this paragraph shall be paid out of money provided by Parliament.

The Treasury or, with the consent of the Treasury, the Secretary of State may, for the purposes of paragraph 1 or 2 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. Any person holding any securities or rights as a nominee of the Treasury or the Secretary of State by virtue of sub-paragraph (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.

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 paragraph 1 or 2 above shall be paid into the Consolidated Fund.

The following provisions of this paragraph shall have effect for the purposes of any statutory accounts of a successor company. The vesting in the company effected by any transfer scheme shall be taken— The value of any asset and the amount of any liability which is taken by virtue of sub-paragraph (2) above to have been vested in the company shall be taken to have been— In this paragraph “statutory accounts”, in relation to a company, means any accounts of that company prepared for the purposes of any provision of the Companies Act 1985 (including group accounts).

Where statutory accounts of a successor company prepared as at any time would show the company as having net assets in excess of the aggregate of— then, for the purposes of section 263 of the Companies Act 1985 (profits available for distribution) and of the preparation as at that time of any statutory accounts of the company, that excess shall be treated, except so far as the Secretary of State may otherwise direct, as representing an excess of the company’s accumulated realised profits over its accumulated realised losses. For the purposes of section 264 of the Companies Act 1985 (restriction on distribution of assets) so much of any excess of a company’s net assets as falls, in accordance with a direction under this paragraph, to be treated otherwise than as representing an excess of the company’s accumulated realised profits over its accumulated realised losses shall be treated (subject to any modification of that direction by a subsequent direction under this paragraph) as comprised in the company’s undistributable reserves. A direction under this paragraph may provide, in relation to any amount to which it applies, that, on the realisation (whether before or after the company in question ceases to be publicly owned) of such profits and losses as may be specified or described in the direction, so much of that amount as may be determined in accordance with the direction is to cease to be treated as mentioned in sub-paragraph (2) above and is to fall to be treated as comprised in the company’s accumulated realised profits. The Secretary of State shall not give a direction under this paragraph in relation to a successor company at any time after the company has ceased to be publicly owned. The consent of the Treasury shall be required for the giving of a direction under this paragraph. In this paragraph— and references in this paragraph, in relation to a company, to statutory accounts are references to accounts of that company prepared in respect of any period in accordance with the requirements of that Act, or with those requirements applied with such modifications as are necessary where that period is not an accounting reference period.

Where a distribution is proposed to be declared during any accounting reference period of a successor company which includes a transfer date or before any accounts are laid or filed in respect of such a period, sections 270 to 276 of the Companies Act 1985 (accounts relevant for determining whether a distribution may be made by a company) shall have effect as if— included references to such accounts as, on the assumptions stated in sub-paragraph (2) below, would have been prepared under section 226 of that Act in respect of the relevant year (in this paragraph referred to as “the relevant accounts”). Those assumptions are— The relevant accounts shall not be regarded as statutory accounts for the purposes of paragraph 5 above. In this paragraph—

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 a successor company during the calendar year in which the transfer date 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 sub-paragraph (1) above—

As soon as practicable after the holding of any general meeting of a successor company which is wholly owned by the Crown, the Secretary of State shall lay before each House of Parliament a copy of any accounts which, in accordance with any requirement of the Companies Act 1985, are laid before the company at that meeting, and of any documents which are annexed or attached to any such accounts.

If the articles of association of a 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 be borrowed or raised during any period by the group to which that company belongs, those powers shall be exercisable in the national interest notwithstanding any rule of law and the provisions of any enactment. For the purposes of sub-paragraph (1) above an alteration of the articles of association of a successor company shall be disregarded if the alteration— In this paragraph “group”, in relation to a company, means that company and all of its subsidiaries taken together.

Subject to paragraph 13 below, the Secretary of State may, with the approval of the Treasury, make loans of such amounts as he thinks fit to any successor company which is wholly owned by the Crown. Subject to section 10 of this Act, any loans which the Secretary of State makes under this paragraph shall be repaid to him at such times and by such methods, and interest thereon shall be paid to him at such rates and at such times, as he may, with the approval of the Treasury, from time to time direct. The Treasury may issue out of the National Loans Fund to the Secretary of State such sums as are required by him for making loans under this paragraph. Any sums received under sub-paragraph (2) above by the Secretary of State shall be paid into the National Loans Fund. It shall be the duty of the Secretary of State as respects each financial year— and the Comptroller and Auditor General shall examine, certify and report on the account and shall lay copies of it and of his report before each House of Parliament.

Subject to paragraph 13 below, the Treasury may guarantee, in such manner and on such terms as they may think fit, the repayment of the principal of, the payment of interest on, and the discharge of any other financial obligation in connection with, any sums which are borrowed from a person other than the Secretary of State by any successor company which is wholly owned by the Crown. Immediately after a guarantee is given under this paragraph, the Treasury shall lay a statement of the guarantee before each House of Parliament; and immediately after any sum is issued for fulfilling a guarantee so given, the Treasury shall so lay a statement relating to that sum. Any sums required by the Treasury for fulfilling a guarantee under this paragraph shall be charged on and issued out of the Consolidated Fund. If any sums are issued in fulfilment of a guarantee given under this paragraph, the company whose obligations are so fulfilled shall make to the Treasury, at such times and in such manner as the Treasury may from time to time direct— Any sums received under sub-paragraph (4) above by the Treasury shall be paid into the Consolidated Fund.

The aggregate amount outstanding by way of principal in respect of— shall not exceed £100 million. The companies to which sub-paragraph (1) above applies are successor companies which are wholly owned by the Crown and any such company’s wholly-owned subsidiaries. In sub-paragraph (1)(a) above, the reference to money borrowed by the Authority includes a reference to the Authority’s commencing capital debt under section 1 of the Atomic Energy Authority Act 1986. Borrowing between a successor company and any of its wholly-owned subsidiaries, or between two such subsidiaries, shall not be taken into account for the purposes of sub-paragraph (1) above.

None of the following persons, that is to say— shall be regarded for any purpose of the Companies Act 1985 as a shadow director, within the meaning of that Act, of any successor company which is publicly owned.

Director of a publicly owned successor company (within the meaning of the Atomic Energy Authority Act 1995) and the like insertion shall be made in Part III of Schedule 1 to the Northern Ireland Assembly Disqualification Act 1975.

In this Schedule— Any reference in this Schedule to a transfer scheme includes a reference to a modification agreement as defined in paragraph 8(7) of Schedule 1 to this Act.

Subject to sub-paragraphs (2) and (4) below— A transferred employee shall not by virtue of sub-paragraph (1) above be entitled to participate in an Authority pension scheme at any time after he has with his agreement become a participant— An Authority pension scheme may apply to persons, other than transferred employees, who are employed by any publicly owned successor company, as well as to— Where a successor company ceases to be publicly owned, no person employed by the company shall, from the time when it so ceases, be entitled to participate in any Authority pension scheme by virtue of his employment with the company.

The Secretary of State may direct the Authority to make such amendments of any Authority pension scheme as may be specified in the direction for any of the following purposes— A direction under this paragraph may require the Authority to make such supplemental, consequential and transitional provision amending any Authority pension scheme as the Secretary of State considers appropriate. It shall be the duty of the Secretary of State, before giving a direction under this paragraph, to consult the Authority, the Treasury and persons appearing to him to represent the employees of the Authority likely to be affected by the direction. No direction under this paragraph affecting employees of a successor company may be given after that company has ceased to be publicly owned. Sub-paragraphs (1) to (4) above shall be without prejudice to the power of the Secretary of State to give directions under section 3 of the Atomic Energy Authority Act 1954.

In respect of— the company shall pay to the Authority such sums as may be agreed between the company and the Authority or as, in default of such agreement, the Secretary of State may direct.

Except with the consent of the Secretary of State, a publicly owned successor company shall not—

Before the coming into force of any transfer scheme in consequence of which any employee of the Authority is to become the employee of a person (“the transferee”) other than the Authority or a company which will, by virtue of that transfer scheme, be a successor company, the Authority shall, after such consultation as is required by sub-paragraph (5) below, satisfy themselves— The duty imposed by sub-paragraph (1) above shall be owed to every transferred employee who— In sub-paragraph (2) above a “transferred employee”, in relation to any transfer scheme, means any person who, in consequence of the scheme, becomes an employee of the transferee. In relation to any transfer scheme made by the Secretary of State by virtue of section 2(3) of this Act, the duty under sub-paragraph (1) above is owed by the Secretary of State instead of the Authority. The consultation required by this sub-paragraph is— Nothing in this paragraph shall be regarded as limiting the powers of the Authority or the Secretary of State in relation to the making of transfer schemes.

Before a successor company ceases to be publicly owned, the relevant owner shall, after such consultation as is required by sub-paragraph (4) below, satisfy himself— In sub-paragraph (1) above, “the relevant owner” means— The duty imposed by sub-paragraph (1) above shall be owed to every person employed by the successor company immediately before it ceases to be publicly owned who— The consultation required by this sub-paragraph is— Nothing in this paragraph shall be regarded as limiting the powers of the Authority, the Treasury or the Secretary of State to dispose of any securities of a successor company.