Electricity Act 1989

PART II U.K. REORGANISATION OF THE INDUSTRY

Modifications etc. (not altering text)

C1 Pt. II (ss. 65-95) extended (15.12.2001) by S.I. 2001/4011, art. 12(1)(a)

Transfers to successor companies U.K.

65 Transfer of property etc. of Area Boards. U.K.

(1) On such day as the Secretary of State may by order appoint for the purposes of this subsection and subsection (5) of section 66 below (in this Part referred to, in relation to any transfer effected by either subsection, as “the transfer date”), all property, rights and liabilities to which each Area Board is entitled or subject immediately before that date shall become by virtue of this subsection property, rights and liabilities of a company which, in relation to that Board, is nominated for the purposes of this subsection by the Secretary of State.

(2) Subject to subsection (3) below, the Secretary of State may, after consulting the Area Board concerned, by order nominate for the purposes of subsection (1) above any company formed and registered under the M1 Companies Act 1985.

(3) On the transfer date each company so nominated must be a company limited by shares which is wholly owned by the Crown.

(4) The Secretary of State shall not exercise any power conferred on him by this section or sections 66 to 69 below except with the consent of the Treasury.

(5) In this Part “supply company” means a company nominated for the purposes of subsection (1) above.

Marginal Citations

M1 1985 c. 6.

66 Transfer of property etc. of Generating Board and Electricity Council. U.K.

(1) Before such date as the Secretary of State may direct, the Generating Board shall make a scheme for the division of all its property, rights and liabilities between three or more companies nominated by the Secretary of State for the purposes of this subsection; and of the companies so nominated—

(a) two shall be designated as generating companies; and

(b) one shall be designated as the transmission company.

(2) Before such date as the Secretary of State may direct, the Electricity Council shall make a scheme—

(a) for the transfer to a company nominated for the purposes of this subsection by the Secretary of State; or

(b) for the division between two or more companies so nominated,

of all its property, rights and liabilities (other than excepted rights and liabilities).

(3) Subject to subsection (4) below, the Secretary of State may, after consulting the transferor, by order nominate for the pruposes of subsection (1) or (2) above any company formed and registered under the M2 Companies Act 1985.

(4) On the transfer date each company so nominated must be—

(a) a company limited by shares which is wholly owned by the Crown; or

(b) in the case of company nominated for the purposes of subsection (2) above, a company limited by guarantee of which no person other than the Treasury or the Secretary of State, or a nominee of the Treasury or the Secretary of State, is a member.

(5) Subject to provisions of section 70 below, on the transfer date—

(a) all property, rights and liabilities to which immediately before that date the Generating Board was entitled or subject; and

(b) all property, rights and liabilities to which immediately before that date the Electricity Council was entitled or subject (other than excepted rights and liabilities),

shall become by virtue of this subsection property, rights and liabilities of the company to which they are allocated by the scheme under subsection (1) or, as the case may be, subsection (2) above.

(6) In this section “excepted rights and liabilities” means—

(a) any rights and liablilities with respect to corporation tax (including rights to receive any sums by way of repayment supplement and liabilities to pay any sums by way of interest or penalty);

(b) any rights and liabilities arising under an agreement which relates to any such rights and liabilities as are mentioned in paragraph (a) above and is specified or is of a description specified by the scheme made under subsection (2) above; and

(c) any rights and liabilities transferred by section 91 below.

Marginal Citations

M2 1985 c. 6.

67 Transfer of property etc. of Scottish Boards. U.K.

(1) Before such date as the Secretary of State may direct, each of the Scottish Boards shall, in consultation with the other, make a scheme for the transfer of all their property, rights and liabilities (other than excepted rights and liabilities) to one or more of three or more companies nominated by the Secretary of State for the purposes of this subsection; and of the companies so nominated—

(a) two shall be designated as the Scottish electricity companies; and

(b) one shall be designated as the Scottish nuclear company.

(2) Subject to subsection (3) below, the Secretary of State may, after consultation with the Scottish Boards, by order nominate for the purposes of subsection (1) above any company formed and registered in Scotland under the Companies Act 1985.

(3) On such day as the Secretary of State may by order appoint for the purposes of subsection (4) below (in this Part referred to, in relation to any transfer effected by that subsection, as “the transfer date”) each company so nominated must be a company limited by shares which is wholly owned by the Crown.

(4) Subject to the provisions of section 70 below, on the transfer date all property, rights and liabilities (other than excepted rights and liabilities) to which immediately before that date the Scottish Boards were entitled or subject shall become by virtue of this subsection property, rights and liabilities of the company to which they are allocated by a scheme under subsection (1) above.

(5) In this section “excepted rights and liabilities” means any rights and liabilities transferred by section 91 below.

68 Transfer schemes under sections 66 and 67. U.K.

(1) This section applies to any scheme under subsection (1) or (2) of section 66 or subsection (1) of section 67 above (in this Part referred to as a “transfer scheme”); and in this section and section 69 below “the relevant subsection”, in relation to such a scheme, means that subsection.

(2) A transfer scheme may—

(a) define the property, rights and liabilities to be allocated to a particular company nominated for the purposes of the relevant subsection—

(i) by specifying or describing the property, rights and liabilities in question;

(ii) by referring to all the property, rights and liabilities comprised in a specified part of the transferor’s undertaking; or

(iii) partly in the one way and partly in the other;

(b) provide that any rights or liabilities specified or described in the scheme shall be enforceable either by or against either or any, or by or against both or all, of two or more companies nominated for the purposes of the relevant subsection;

(c) impose on any company nominated for the purposes of the relevant subsection an obligation to enter into such written agreements with, or execute such other instruments in favour of, any other company so nominated as may be specified in the scheme; and

(d) make such supplemental, incidental and consequential provision as the transferor considers appropriate (including provision specifying the order in which any transfers or transactions are to be regarded as taking effect).

(3) An obligation imposed by a provision included in a transfer scheme by virtue of subsection (2)(c) above shall be enforceable by civil proceedings by the other company for an injunction or for interdict or for any other appropriate relief.

(4) A transaction of any description which is effected in pursuance of such a provision as is mentioned in subsection (3) above—

(a) shall have effect subject to the provisions of any enactment which provides for transactions of that description to be registered in any statutory register; but

(b) subject to that, shall be binding on all other persons, notwithstanding that it would, apart from this subsection, have required the consent or concurrence of any other person.

(5) Where a lease of any land is granted in pursuance of such a provision as is mentioned in subsection (3) above, any right of pre-emption or other like right affecting that land—

(a) shall not become exercisable by reason of the grant of the lease; but

(b) shall have effect as if the lessee were the same person in law as the lessor.

69 Functions of Secretary of State in relation to transfer schemes. U.K.

(1) A transfer scheme shall not take effect unless it is approved by the Secretary of State; and the Secretary of State may modify such a scheme before approving it.

(2) If, in relation to a transfer scheme—

(a) the transferor fails, before the date specified in the Secretary of State’s direction under the relevant subsection, to submit the scheme for the approval of the Secretary of State; or

(b) the Secretary of State decides not to approve the scheme that has been submitted to him by the transferor (either with or without modifications),

the Secretary of State may himself make the scheme.

(3) It shall be the duty of the transferor to provide the Secretary of State with all such information and other assistance as he may require for the purposes of or in connection with the exercise, in relation to a transfer scheme, of any power conferred on him by subsection (1) or (2) above.

(4) The Secretary of State shall not exercise any power conferred on him by subsection (1) or (2) above except after consultation with the transferor and—

(a) in the case of a scheme under section 66(1) above, the Area Boards; and

(b) in the case of a scheme under section 67(1) above, the other Scottish Board.

70 Supplementary provisions as to transfers under sections 66 and 67. U.K.

The provisions of Schedule 10 to this Act shall apply, to the extent there mentioned, to any transfer which is effected by subsection (5) of section 66 or subsection (4) of section 67 above; and those subsections shall have effect subject to the provisions of that Schedule.

Ownership of successor companies E+W+S

71 Initial Government holding in the companies. E+W+S

(1) As a consequence of the vesting in a company nominated for the purposes of section 65(1), 66(1) or (2) or 67(1) above (in this Part referred to as a “successor company”) of any property, rights and liabilities, the company shall issue such securities of the company as the Secretary of State may from time to time direct—

(a) to the Treasury or the Secretary of State; or

(b) to any person entitled to require the issue of the securities following their initial allotment to the Treasury or the Secretary of State.

(2) The Secretary of State shall not give a direction under subsection (1) above in relation to a successor company at a time when the company has ceased to be wholly owned by the Crown.

(3) Securities required to be issued in pursuance of this section shall be issued or allotted at such time or times and on such terms as the Secretary of State may direct.

(4) Shares in a company which are issued in pursuance of this section—

(a) shall be of such nominal value as the Secretary of State may direct; and

(b) shall be issued as fully paid and treated for the purposes of the M3 Companies Act 1985 as if they had been paid up by virtue of the payment to the company of their nominal value in cash.

(5) The Secretary of State shall 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.

(6) 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.

Marginal Citations

M3 1985 c. 6.

72 Government investment in securities of the companies. E+W+S

(1) The Treasury or, with the consent of the Treasury, the Secretary of State may at any time acquire—

(a) securities of a successor company; or

(b) rights to subscribe for any such securities.

(2) The Secretary of State shall not dispose of any securities or rights acquired under this section without the consent of the Treasury.

(3) 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.

(4) 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 under this section shall be paid into the Consolidated Fund.

73 Exercise of functions through nominees. E+W+S

(1) The Treasury or, with the consent of the Treasury, the Secretary of State may, for the purposes of section 71 or 72 above or section 80 below, appoint any person to act as the nominee, or one of the nominees, of the Treasury or the Secretary of State; and—

(a) securities of a successor company may be issued under section 71 above or section 80 below to any nominee of the Treasury or the Secretary of State appointed for the purposes of that section or to any person entitled to require the issue of the securities following their initial allotment to any such nominee; and

(b) any such nominee appointed for the purposes of section 72 above may acquire securities or rights under that section,

in accordance with directions given from time to time by the Treasury or, with the consent of the Treasury, by the Secretary of State.

(2) 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.

74 Target investment limit for Government shareholding. E+W+S

(1) As soon as he considers expedient and, in any case, not later than six months after any operating company ceases to be wholly owned by the Crown, the Secretary of State shall by order fix a target investment limit in relation to the shares for the time being held in that company by virtue of any provision of this Part by the Treasury and their nominees and by the Secretary of State and his nominees (in this section referred to as “the Government shareholding”).

(2) The target investment limit for the Government shareholding in an operating company shall be expressed as a proportion of the voting rights which are exercisable in all circumstances at general meetings of the company (in this section referred to as “the ordinary voting rights”).

(3) The first target investment limit fixed under this section for the Government shareholding in a particular company shall not exceed, by more than 0.5 per cent. of the ordinary voting rights, the proportion of those rights which is in fact carried by the Government shareholding in that company at the time when the order fixing the limit is made.

(4) The Secretary of State may from time to time by order fix a new target investment limit for the Government shareholding in an operating company in place of the one previously in force under this section; but—

(a) any new limit must be lower than the one it replaces; and

(b) an order under this section may only be revoked by an order fixing a new limit.

(5) It shall be the duty of the Treasury and of the Secretary of State so to exercise—

(a) their powers under section 72 above and any power to dispose of any shares held by virtue of any provision of this Part; and

(b) their power to give directions to their respective nominees,

as to secure in relation to each operating company that the Government shareholding in that company does not carry a proportion of the ordinary voting rights exceeding any target investment limit for the time being in force under this section in relation to that company.

(6) Notwithstanding subsection (5) above but subject to subsection (7) below, the Treasury or the Secretary of State may take up, or direct any nominee of the Treasury or of the Secretary of State to take up, any rights which are for the time being available to them or him, or to the nominee, either—

(a) as an existing holder of shares or other securities of an operating company; or

(b) by reason of the rescission of any contracts for the sale of such shares or securities.

(7) If, as a result of anything done under subsection (6) above, the proportion of the ordinary voting rights carried by the Government shareholding in an operating company at any time exceeds the target investment limit for the time being in force under this section in relation to that company, 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.

(8) For the purposes of this section the temporary suspension of any of the ordinary voting rights shall be disregarded.

(9) The Secretary of State shall not exercise any power conferred on him by this section except with the consent of the Treasury.

(10) In this Part “operating company” means a supply company, the transmission company, a generating company, a Scottish electricity company or the Scottish nuclear company.

Finances of successor companies E+W+S

75 Statutory reserves. E+W+S

(1) If the Secretary of State with the approval of the Treasury so directs at any time before a successor company ceases to be wholly owned by the Crown, such sum as may be specified in the direction but not exceeding—

(a) in the case of a supply company, the accumulated realised profits of the transferor;

(b) in the case of a Scottish electricity company, the aggregate of such proportion of the accumulated realised profits of the transferor as is determined by or under the transfer scheme and any accumulated realised profits arising (after compliance with any direction to the company under subsection (2) of section 80 below) by virtue of the extinguishment of liabilities of the company by an order under subsection (1) of that section;

(c) in any other case, such proportion of the accumulated realised profits of the transferor as is determined by or under the transfer scheme,

shall be carried by the company to a reserve (in this section referred to as “the statutory reserve”).

(2) A company having a statutory reserve shall not apply it except in paying up unissued shares of the company to be allotted to members of the company as fully paid bonus shares.

(3) Notwithstanding subsection (2) above, the statutory reserve of a company shall not count as an undistributable reserve of the company for the purposes of section 264(3)(d) of the M4 Companies Act 1985; but for the purpose of determining under that section whether a company with a statutory reserve may make a distribution at any time any amount for the time being standing to the credit of the reserve shall be treated for the purposes of section 264(3)(c) of that Act as if it were unrealised profits of the company.

Marginal Citations

M4 1985 c. 6.

76 Statutory accounts. E+W+S

(1) The following provisions of this section shall have effect for the purposes of any statutory accounts of a successor company, that is to say, any accounts prepared by such a company for the purpose of any provision of the Companies Act 1985 (including group accounts).

(2) The vesting in the company effected by virtue of this Part shall be taken to have been effected immediately after the end of the last complete accounting year of the transferor to end before the transfer date and—

(a) in the case of a supply company, to have been a vesting of all the property, rights and liabilities to which the transferor was entitled or subject immediately before the end of the year;

(b) in any other case, to have been a vesting of such of the property, rights and liabilities to which the transferor was so entitled or subject as are determined by or under the transfer scheme.

(3) The value of any asset and the amount of any liability which is taken by virtue of subsection (2) above to have been vested in the company shall be taken to have been—

(a) in the case of a supply company, the value or amount assigned to the asset or liability for the purposes of the corresponding statement of accounts prepared by the transferor in respect of the last complete accounting year of the transferor to end before the transfer date:

(b) in any other case, the value or amount so assigned or, if the asset or liability is part only of an asset or liability to which a value or amount is so assigned, so much of that value or amount as may be determined by or under the transfer scheme.

(4) The amount to be included in respect of any item shall be determined as if—

(a) in the case of a supply company, anything done by the transferor (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);

(b) in any other case, so much of anything so done as may be determined by or under the transfer scheme,

had been done by the company.

(5) Without prejudice to the generality of the preceding provisions, the amount to be included from time to time in any reserves of the company as representing the company’s accumulated realised profits shall be determined as if—

(a) in the case of a supply company, any profits realised and retained by the transferor;

(b) in any other case, such proportion of any such profits as is determined by or under the transfer scheme,

had been realised and retained by the company.

(6) In this section “complete accounting year,” in relation to the transferor, means an accounting year of the transferor ending on 31st March.

77 Temporary restrictions on borrowings etc. E+W+S

(1) If 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 by the group during any period, those powers shall be exercisable in the national interest notwithstanding any rule of law and the provisions of any enactment.

(2) For the purposes of this section an alteration of the articles of association of a successor company shall be disregarded if the alteration—

(a) has the effect of conferring or extending any such power as is mentioned in subsection (1) above; and

(b) is made at a time when that company has ceased to be wholly owned by the Crown.

(3) In this section—

• “group”, in relation to a company, means that company and all of its subsidiaries taken together;

• “subsidiary” [F1 has the meaning given by section 736 of]the M5 Companies Act 1985.

Textual Amendments

F1 Words substituted by S.I. 1990/1395, reg. 2

Marginal Citations

M5 1985 c. 6.

78 Government lending to the companies. E+W+S

(1) Subject to section 81 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 for the time being wholly owned by the Crown.

(2) Subject to section 80 below, any loans which the Secretary of State makes under this section 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.

(3) 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 section.

(4) Any sums received under subsection (2) above by the Secretary of State shall be paid into the National Loans Fund.

(5) It shall be the duty of the Secretary of State as respects each financial year—

(a) to prepare, in such form as the Treasury may direct, an account of sums issued to him in pursuance of subsection (3) above and of sums received by him under subsection (2) above and of the disposal by him of the sums so issued or received; and

(b) to send the account to the Comptroller and Auditor General not later than the end of the month of August in the following 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.

79 Treasury guarentees for loans made to the companies. E+W+S

(1) Subject to section 81 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 for the time being wholly owned by the Crown.

(2) Immediately after a guarantee is given under this section, 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.

(3) Any sums required by the Treasury for fulfilling a guarantee under this section shall be charged on and issued out of the Consolidated Fund.

(4) If any sums are issued in fulfilment of a guarantee given under this section 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—

(a) payments of such amounts as the Treasury may so direct in or towards repayment of the sums so issued; and

(b) payments of interest on what is outstanding for the time being in respect of sums so issued at such rate as the Treasury may so direct.

(5) Any sums received under subsection (4) above by the Treasury shall be paid into the Consolidated Fund.

80 Conversion of certain loans etc. to the Scottish companies. E+W+S

(1) The Secretary of State may by order extinguish all or any of the liabilities of a successor company in Scotland in respect of the principal of such relevant loans as may be specified in the order; and the assets of the National Loans Fund shall accordingly be reduced by amounts corresponding to any liabilities so extinguished.

(2) Where the Secretary of State has made an order under subsection (1) above and he considers it appropriate to do so, he may from time to time give a direction under this subsection to the company whose liabilities are extinguished by the order, or to a company or companies wholly owning the company whose liabilities are so extinguished; and a company to which such a direction is given shall, as a consequence of the making of the order, issue such securities of the company as may be specified or described in the direction—

(a) to the Treasury or the Secretary of State;

(b) to any person entitled to require the issue of the securities following their initial allotment to the Treasury or the Secretary of State; or

(c) if it is the company whose liabilities are extinguished by the order, to a company or companies wholly owning that company.

(3) For the purposes of any statutory accounts of a company to whom securities are issued by virtue of subsection (2)(c) above, the value at the time of its issue of any such security shall be taken—

(a) in the case of a share, to have been equal to its nominal value; and

(b) in the case of debenture, to have equal to the principal sum payable under the debenture,

and such nominal value or principal sum shall be taken in those accounts to be accumulated realised profits.

(4) In subsection (3) above “statutory accounts of a company” means any accounts prepared by the company for the purpose of any provision of the M6 Companies Act 1985 (including group accounts).

(5) The Secretary of State shall not—

(a) make an order under subsection (1) above extinguishing the liability of any company; or

(b) give a direction under subsection (2) above for the issue of securities,

except at a time when the company whose liability is extinguished by the order or, as the case may be, the company which is directed to issue securities is wholly owned by the Crown; and he shall not give a direction under paragraph (c) of the said subsection (2) except at a time when the company or companies to whom the securities are to be issued is, or are, so owned.

(6) Except as may be agreed between the Secretary of State and a company which is directed to issue debentures in pursuance of this section—

(a) the aggregate of the principal sums payable under the debentures to which the direction relates shall be equal to the aggregate of the sums the liability to repay which is extinguished by the order; and

(b) the terms as to the payment of the principal sums payable on the debentures to which the direction relates, and as to the payment of interest thereon, shall be the same as the corresponding terms of the loans specified in the order.

(7) For the purposes of subsection (6) above any express or implied terms of a loan shall be disregarded in so far as they relate to the early discharge of liabilities to make repayments of principal and payments of interest.

(8) Subsections (3) to (6) of section 71 above shall apply for the purposes of this section as they apply for the purposes of that section.

(9) In this section “relevent loan”, in relation to a successor company in Scotland, means—

(a) any loan made, or deemed to have been made, by the Secretary of State or from the National Loans Fund the liability to repay which vests in that company by virtue of section 67(4) above;

(b) any loan made to that company by the Secretary of State under section 78 above; and

(c) any sums payable under debentures issued as a consequence of the making of an order under this section.

(10) In this section and section 81 below “successor company in Scotland” means a company nominated for the purposes of section 67(1) above.

Marginal Citations

M6 1985 c. 6.

81 Financial limits on borrowing etc. E+W+S

(1) The aggregate of any amounts outstanding by way of principal in respect of—

(a) loans made by the Secretary of State under section 78 above to successor companies in England and Wales; and

(b) sums issued under section 79 above in fulfilment of guarantees given in respect of loans made to such companies,

shall not exceed £2,000 million.

(2) The aggregate of any amounts outstanding by way of principal in respect of—

(a) relevant loans within the meaning of section 80 above; and

(b) sums issued under section 79 above in fulfilment of guarantees given in respect of loans made to successor companies in Scotland,

shall not exceed £3,000 million.

(3) In this section “successor company in England and Wales” means a company nominated for the purposes of section 65(1) or 66(1) or (2) above.

Provisions with respect to floatation U.K.

82 Responsibility for composite listing particulars. U.K.

(1) Where—

(a) the same document contains listing particulars for securities of two or more successor Companies; and

(b) any person’s responsibility for any information included in the document is stated in the document to be confined to its inclusion as part of the listing particulars for securities of any one of those companies,

that person shall not be treated as responsible for that information in so far as it is stated in the document to form part of the listing particulars for securities of any other of those companies.

(2) In this section—

• “the 1986 Act” means the M7 Financial Services Act 1986;

• “listing particulars” means any listing particulars or supplementary listing particulars within the meaning of the 1986 Act;

• “responsible” means responsible for the purposes of Part IV of the 1986 Act and “responsibility” shall be construed accordingly.

Marginal Citations

M7 1986 c. 60.

83 Application of Trustee Investments Act 1961 in relation to investment in operating companies. E+W+S

(1) Subsection (2) below shall have effect for the purpose of applying paragraph 3(b) of Part IV of Schedule I to the M8 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 an operating company during the calendar year in which the transfer date falls (“the first investment year”) or during any year following that year.

(2) The company shall be deemed to have paid a dividend as mentioned in the said paragraph 3(b)—

(a) in every year preceding the first investment year which is included in the relevant five years; and

(b) in the first investment year, if that year is included in the relevant five years and that company does not in fact pay such a dividend in that year.

(3) In subsection (2) 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.

Marginal Citations

M8 1961 c. 62.

Provisions with respect to existing bodies E+W+S

84 Dissolution etc. of existing bodies. E+W+S

(1) Any person who, immediately before the transfer date, holds office as chairman or other member of any of the existing bodies, that is to say, the Electricity Boards and the Electricity Council, shall cease to hold office on that date.

(2) Each existing body shall continue in existence after the transfer date until it is dissolved under subsection (4) below; and the period of any such body’s continued existence is referred to in this Act as its transitional period.

(3) During the transitional period of each existing body, the body—

(a) shall consist of a chairman appointed by the Secretary of State and such one or more other persons as may be so appointed; and

(b) shall prepare such statements of accounts as the Secretary of State may direct;

and a direction under this subsection may require the auditing of any such statements of accounts by such persons as may be specified in the direction.

(4) The Secretary of State may by order, after consulting the body concerned and its successor company or companies, dissolve any existing body on a day specified in the order, as soon as he is satisfied that nothing further remains to be done by that body (whether under Schedule 17 to this Act or otherwise).

(5) An order under subsection (4) above may provide—

(a) for the preparation by such persons as may be specified in the order of a statement of accounts for the period from the end of that dealt with in the last statement of accounts prepared under subsection (3) above by the body concerned down to the dissolution of that body; and

(b) for the auditing of any such statement of accounts by such persons as may be so specified;

and the Secretary of State may with the approval of the Treasury pay to any person on whom duties are imposed by such an order such remuneration, and such travelling and other allowances, as the Secretary of State with the approval of the Treasury may determine.

(6) Any sums required by the Secretary of State for making payments under subsection (5) above shall be paid out of money provided by Parliament.

85 Compensation to members and employees of existing bodies. E+W+S

(1) The Secretary of State may pay to persons who immediately before the transfer date are the chairmen and other members of the existing bodies such sums by way of compensation for loss of office, or loss or diminution of pension rights, as the Secretary of State may with the approval of the Treasury determine.

(2) The Secretary of State may also pay to persons who immediately before the transfer date are employees of the existing bodies such sums by way of compensation for loss of employment, or loss or diminution of remuneration or pension rights, as the Secretary of State may with the approval of the Treasury determine.

(3) Any sums required by the Secretary of State for making payments under this section shall be paid out of money provided by Parliament.

86 Discharge of certain advances and loans made to existing bodies. E+W+S

(1) The following powers, namely—

(a) the power conferred on the Secretary of State by subsection (3) of section 2 of the M9 Electricity and Gas Act 1963 to give directions as to the repayment of advances made by him under that section to the Electricity Council; and

(b) the power conferred on the Secretary of State by subsection (2) of section 24 of the M10 Electricity (Scotland) Act 1979 to give directions as to the repayment of advances made by him under that section to a Scottish Board,

shall include power to direct the Council or Board to discharge its liabilities in respect of any advance so made by a payment to him, on such date as is specified in the direction, of such amount as is so specified.

(2) The Treasury may direct the Electricity Council or a Scottish Board to do anything specified in the direction which is requisite or expedient for the purpose of securing the discharge, or the transfer to the Treasury, of the Council’s or Board’s liabilities in respect of any foreign currency loan made to the Council or Board.

(3) Where the liabilities of the Electricity Council or a Scottish Board in respect of any foreign currency loan made to the Council or Board are to be discharged (whether in pursuance of a direction under subsection (2) above or otherwise), the Treasury may direct that the amount to be paid to the Treasury by the Council or Board for the foreign currency required for the purpose of securing the discharge shall be such amount as is specified in the direction.

(4) Where the liabilities of the Electricity Council or a Scottish Board in respect of any foreign currency loan made to the Council or Board are to be transferred to the Treasury (whether in pursuance of a direction under subsection (2) above or otherwise), the Treasury may direct the Council or Board to pay to the Treasury, on the date of the transfer, such amount as is specified in the direction.

(5) The amount specified in a direction under subsection (1), (3) or (4) above shall be the aggregate of the present values (calculated in such manner and by reference to such rate of interest as the Secretary of State with the approval of the Treasury or, as the case may be, the Treasury may determine) of—

(a) in the case of a direction under subsection (1), the payments which, if the Council’s or Board’s liabilities in respect of the advance were not discharged before the final date, would fall to be made to the Secretary of State in respect of the advance;

(b) in the case of a direction under subsection (3) or (4), the payments which, if the Council’s or Board’s liabilities in respect of the loan were not discharged or transferred before the final date, would fall to be made to the Treasury under the relevant exchange cover agreement.

(6) The Secretary of State may direct the Electricity Council to exercise its powers under section 21 of the M11 Electricity Act 1957 in relation to any amount which falls to be paid by the Council in pursuance of a direction under subsection (1), (3) or (4) above in such manner as is specified in the direction under this subsection; and such a direction may in particular require contributions to be made by all or any of the Electricity Boards in England and Wales in such amounts as are specified in the direction.

(7) Any sums received by the Secretary of State in pursuance of a direction under subsection (1) above or by the Treasury in pursuance of a direction under subsection (4) above shall be paid into the National Loans Fund; and any sums received by the Treasury in pursuance of a direction under subsection (3) above shall be paid into the Exchange Equalisation Account.

(8) In this section—

• “the final date”, in relation to an advance or loan, means the date on which the final payment in respect of the advance or loan falls to be made;

• “foreign currency” means a currency other than sterling;

• “foreign currency loan” means a loan made wholly or mainly in a foreign currency;

• “the relevant exchange cover agreement”, in relation to a foreign currency loan, means the agreement made under section 1 of the M12 Exchange Equalisation Account Act 1979 with respect to the payments falling to be made in respect of that loan.

Marginal Citations

M9 1963 c. 59.

M10 1979 c. 11.

M11 1957 c. 48.

M12 1979 c. 30.

87 Expenditure and receipts of Electricity Council. E+W+S

(1) The Electricity Council may, from time to time during its transitional period, require any of the successor companies in England and Wales to contribute such sums as the Council, with the consent of the Secretary of State, may determine towards meeting—

(a) any liabilities of the Council with respect to corporation tax (including liabilities to pay any sums by way of interest or penalty); and

(b) any expenses incurred by the Council in connection with the determination of any such liabilities.

(2) The following, namely—

(a) any sums received by the Electricity Council during its transitional period by way of refunds of corporation tax (including any sums so received by way of repayment supplement); and

(b) any sums received by the Council by way of contributions under subsection (1) above which are not required for meeting such liabilities and expenses as are mentioned in that subsection,

may be divided, in such proportions as the Council considers appropriate, between such of the successor companies in England and Wales as the Council thinks fit.

88 Grants towards expenditure during transitional period. E+W+S

(1) The Secretary of State may, with the approval of the Treasury, make grants to any existing body of such amounts as he thinks fit towards such expenditure incurred by that body during its transitional period as is not met—

(a) under Schedule 17 to this Act by its appropriate successor company; or

(b) in the case of the Electricity Council, by contributions required to be made under section 87 above.

(2) Grants under this section may be made subject to such conditions as the Secretary of State with the approval of the Treasury may determine.

(3) Any sums required by the Secretary of State for making grants under this section shall be paid out of money provided by Parliament.

(4) In this Part “the appropriate successor company” means—

(a) in relation to an Area Board, its successor company;

(b) in relation to any other Electricity Board or the Electricity Council, such of its successor companies as may be designated by or under its transfer scheme;

and a transfer scheme may provide for different designations for different provisions or for different purposes.

Miscellaneous U.K.

89 Payments for the use of tax losses. E+W+S

(1) For the purpose of securing that each Area Board is in broadly the same financial position on the transfer date as, on the assumptions mentioned in subsection (2) below, it would be in on that date, the Secretary of State may by order direct each Area Board to pay to the Generating Board such sums as, in relation to that Area Board, are specified in or determined by or under the order.

(2) The said assumptions are—

(a) that section 511(2) of the M13 Income and Corporation Taxes Act 1988 (trades carried on by Area Boards and Generating Board treated as parts of trade of Electricity Council) and the corresponding earlier enactments had not been enacted;

(b) that at all material times corporation tax had been charged at the rate of 35 per cent.; and

(c) that any corporation tax which, on the assumptions mentioned in paragraphs (a) and (b) above, would be payable by an Area Board would be so payable before the transfer date.

Marginal Citations

M13 1988 c. 1.

90 Taxation provisions. E+W+S

Schedule 11 to this Act (which makes provision about taxation in relation to or in connection with the other provisions of this Part) shall have effect.

91 Electricity Stock. U.K.

(1) On the transfer date all the rights and liabilities —

(a) to which the Electricity Council was entitled or subject immediately before that date under the terms of issue of British Electricity Stock; or

(b) to which the North of Scotland Hydro-Electric Board was entitled or subject immediately before that date under the terms of issue of North of Scotland Electricity Stock,

shall become by virtue of this section rights and liabilities of the Treasury.

(2) Before the transfer date there shall be paid to the Bank of England—

(a) by the Electricity Council, out of the central guarantee fund maintained under section 19 of the M14 Electricity Act 1957, a sum equal to the amounts accruing in respect of unclaimed interest or redemption money on British Electricity Stock before that date; and

(b) by the North of Scotland Hydro-Electric Board, a sum equal to the amounts accruing in respect of unclaimed interest or redemption money on North of Scotland Electricity Stock before that date,

but excluding (in either case) any amounts represented by money in the hands of the Bank of England.

(3) The Bank of England shall deal with—

(a) money paid to them under subsection (2) above; and

(b) money already in their hands which represents such unclaimed interest or redemption money as is mentioned in that subsection,

as money entrusted to them for payment to holders of the Stock concerned and section 5 of the M15 Miscellaneous Financial Provisions Act 1955 (which relates to unclaimed dividends etc. on Government Stock) shall apply accordingly.

(4) In this section—

• “British Electricity Stock” means any stock created and issued under section 16(1) of the M16 Electricity Act 1957 or under section 40 of the M17 Electricity Act 1947;

• “North of Scotland Electricity Stock” means any stock created and issued under section 13 of the M18 Hydro-Electric Development (Scotland) Act 1943.

Marginal Citations

M14 1957 c. 48.

M15 1955 c. 6.

M16 1957 c. 48.

M17 1947 c. 54.

M18 1943 c. 32.

92 Abolition of central guarantee fund. U.K.

(1) Immediately before the transfer date—

(a) the central guarantee fund established under section 19 of the Electricity Act 1957 shall cease to exist; and

(b) the sums standing to the credit of that fund shall be divided between the Generating Board and the Area Boards in the appropriate proportions.

(2) In subsection (1) above “the appropriate proportions” means such proportions—

(a) as may be agreed between the Generating Board and the Area Boards not less than four weeks before the transfer date; or

(b) in default of such agreement, as the Secretary of State may determine.

Supplemental U.K.

93 Parliamentary disqualification. U.K.

In the M19 House of Commons Disqualification Act 1975, in Part III of Schedule 1 (other disqualifying offices) there shall be inserted (at the appropriate place) the following entry—

“Director of a successor company (within the meaning of Part II of the Electricity Act 1989), being a director nominated or appointed by a Minister of the Crown or by a person acting on behalf of the Crown”

and the like insertion shall be made in Part III of Schedule 1 to the M20 Northern Ireland Assembly Disqualification Act 1975.

Marginal Citations

M19 1975 c. 24.

M20 1975 c. 25.

94 Construction of references to property, rights and liabilities. U.K.

(1) References in this Part to property, rights and liabilities of an Electricity Board or the Electricity Council are references to all such property, rights and liabilities, whether or not capable of being transferred or assigned by that body.

(2) It is hereby declared for the avoidance of doubt that—

(a) any reference in this Part to property of an Electricity Board or the Electricity Council is a reference to property of that Board or Council, whether situated in the United Kingdom or elsewhere; and

(b) any such reference to rights and liabilities of an Electricity Board or the Electricity Council is a reference to rights to which that Board or Council is entitled, or (as the case may be) liabilities to which that body 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.

95 Other interpretation of Part II. U.K.

(1) In this Part, unless the context otherwise requires—

• “the appropriate successor company”, in relation to an existing body, has the meaning given by section 88(4) above;

• “debentures” includes debenture stock;

• “existing body” has the meaning given by section 84(1) above;

• “generating company” means a company designated as such by the Secretary of State;

• “operating company” has the meaning given by section 74(10) above;

• “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;

• “shares” includes stock;

• “Scottish electricity company” means a company designated as such by the Secretary of State;

• “Scottish nuclear company” means the company designated as such by the Secretary of State;

• “successor company” has the meaning given by section 71(1) above;

• “supply company” has the meaning given by section 65(5) above;

• “the transfer date”—

  (a)

  in relation to any transfer effected by subsection (1) of section 65 or subsection (5) of section 66 above, has the meaning given by the said subsection (1);

  (b)

  in relation to any transfer effected by subsection (4) of section 67 above, has the meaning given by subsection (3) of that section;

• “transferee” and “transferor”, in relation to any transfer of property, rights and liabilities effected or proposed to be effected under this Part, mean respectively the person to whom and the person from whom they are or are to be so transferred;

• “transfer scheme” has the meaning given by section 69(1) above;

• “transitional period”, in relation to an existing body, has the meaning given by section 84(2) above;

• “transmission company” means the company designated as such by the Secretary of State.

(2) A company shall be regarded for the purposes of this Part as wholly owned by the Crown at any time when none of the issued shares in the company is held otherwise than—

(a) by, or by a nominee of, the Treasury or the Secretary of State; or

(b) by a company which is itself wholly owned by the Crown.