Building Societies Act 1986

95 Mergers; provisions supplementing ss. 93 and 94. U.K.

(1) Part I of Schedule 16 to this Act shall have effect for imposing on building societies proposing to amalgamate or to transfer or undertake engagements requirements to issue statements to their members relating to the proposed amalgamation or transfer.

(2) Part II of Schedule 16 to this Act shall have effect for imposing requirements for notification by a building society, to its members and to the [F1 Authority] of the receipt by the society of proposals for a transfer of engagements or an amalgamation.

(3) Where application is made to the [F2 Authority] for confirmation of an amalgamation or transfer of engagements it shall, except as provided in [F3 subsections (4) to (6)] below, confirm the amalgamation or transfer; and Part III of Schedule 16 to this Act shall have effect with respect to the procedure on an application for such confirmation.

(4) Subject to subsection (5) below, the [F2 Authority]shall not confirm an amalgamation or transfer of engagements if it considers that—

(a) some information material to the members’ decision about the amalgamation or transfer was not made available to all the members eligible to vote; or

(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 of the societies participating in the amalgamation or transfer was not fulfilled or not fulfilled as regards that society.

(5) The [F2 Authority] shall not be precluded from confirming an amalgamation or transfer of engagements by virtue only of the non-fulfilment of some relevant requirement of this Act or the rules of a society if it appears to the [F2 Authority] that it could not have been material to the members’ decision about the amalgamation or transfer and the [F2 Authority] gives a direction that the failure is to be disregarded for the purposes of this section.

(6) Where the [F2 Authority] would be precluded from confirming an amalgamation or transfer of engagements by reason of any of the defects specified in paragraphs (a), (b) and (c) of subsection (4) above, it may direct any building society concerned—

(a) to take such steps to remedy the defect or defects, including the calling of a further meeting, as it specifies in the direction; and

(b) to furnish the [F2 Authority] with evidence satisfying it that it has done so;

and, if the [F2 Authority] is satisfied that the steps have been taken and the defect or defects has or have been substantially remedied; the [F2 Authority] shall confirm the amalgamation or transfer; but, if it is not so satisfied, it shall refuse its confirmation.

F4 (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F4 (8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F4 (9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(10) A failure to comply with a relevant requirement of this Act or any rules of a society shall not invalidate an amalgamation or transfer of engagements; but, if a society fails without reasonable excuse to comply with such a requirement 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.

(11) In this section “relevant requirement”, with reference to this Act or the rules of a society, means a requirement of section 93 or 94 or this section or of Schedule 16 to this Act or of any rules prescribing the procedure to be followed by the society in approving or effecting an amalgamation or transfer of engagements.

Textual Amendments

F1 Words in s. 95(2) substituted (17.8.2001 for specified purposes and otherwise 1.12.2001) by S.I. 2001/2617, art. 13(1), Sch. 3 Pt. II, para. 179(a) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(a)

F2 Words in s. 95(3)-(6) substituted (17.8.2001 for specified purposes and otherwise 1.12.2001) by S.I. 2001/2617, art. 13(1), Sch. 3 Pt. II para. 179(b) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(a)

F3 Words in s. 95(3) substituted (1.12.1997) by 1997 c. 32, s. 43, Sch. 7 para. 43(1); S.I. 1997/2668, art. 2, Sch. Pt. I(j)(l)(ix)

F4 S. 95(7)-(9) repealed (1.12.1997) by 1997 c. 32, ss. 43, 46(3), Sch. 7 para. 43(2), Sch. 9; S.I. 1997/2668, art. 2, Sch. Pt. I(j)(l)(ix)(o)(v)

Modifications etc. (not altering text)

C1 Ss. 93–96 excluded by S.I. 1986/2168, art. 9(2)(b)(3)