1. The range and relative importance of the activities of the successor company and any change in those activities or that relative importance intended in consequence of the transfer.U.K.
Commencement Information
I1Sch. 1 Pt. 2 para. 1 in force at 2.3.1998, see reg. 1
2. The structure and activities of any group to which the successor company belongs.U.K.
Commencement Information
I2Sch. 1 Pt. 2 para. 2 in force at 2.3.1998, see reg. 1
3. The audited consolidated financial position of the successor company and of any group to which it belongs at the most recent reasonably practicable date and in any case not more than six months prior to the date of the transfer statement and of any material change in that position since that date.U.K.
Commencement Information
I3Sch. 1 Pt. 2 para. 3 in force at 2.3.1998, see reg. 1
4. The main features of the financial record of the successor company and of any group to which it belongs for each of the last three financial years in respect of which audited information relating to that record has been published.U.K.
Commencement Information
I4Sch. 1 Pt. 2 para. 4 in force at 2.3.1998, see reg. 1
5. The following information for the society and its connected undertakings derived from the published and audited accounts of the society for each of the last three years ending with the most reasonably practicable date prior to the date of the transfer statement and where necessary the accounting records from which such accounts were prepared—U.K.
(a)profit before taxation as a percentage of total income,
(b)management expenses as a percentage of mean total assets,
(c)return on capital, that is profit or loss after taxation as a percentage of mean reserves,
(d)retail shares and deposits as a percentage of total liabilities,
(e)residential mortgages as a percentage of total assets,
(f)average interest rates on retail shares and deposits, and
(g)average interest rates on retail loans,
together with an explanation of what is represented by each of (a) to (g) above and a statement of the basis on which each of (a) to (g) above has been calculated.
Commencement Information
I5Sch. 1 Pt. 2 para. 5 in force at 2.3.1998, see reg. 1
6. The following information for (i) the successor company, and (ii) for any group to which it belongs, derived from the published and audited accounts of (i) the successor company, and (ii) such group, as appropriate, for each of the last three years ending with the most reasonably practicable date prior to the date of the transfer statement and where necessary the accounting records from which such accounts were prepared—U.K.
(a)profit before taxation as a percentage of total income,
(b)management expenses as a percentage of mean total assets,
(c)dividend cover,
(d)return on capital, that is profit or loss after taxation as a percentage of mean reserves,
(e)retail deposits as a percentage of total liabilities,
(f)residential mortgages as a percentage of total assets,
(g)average interest rates on retail deposits, and
(h)average interest rates on retail loans,
prepared, with the exception of (c) above, on a comparable basis to that used for the comparable item in paragraph 5 above, and together with an explanation of what is represented by each of (a) to (h) above and a statement of the basis on which each of (a) to (h) above has been calculated.
Commencement Information
I6Sch. 1 Pt. 2 para. 6 in force at 2.3.1998, see reg. 1
7. Any person who is known to the successor company to have an interest, either directly or indirectly, in 3 per cent. or more of the company’s equity share capital [F1(within the meaning of the Companies Act 2006)] and the amount of any such person’s interest.U.K.
Textual Amendments
F1Words in Sch. 1 Pt. 2 para. 7 substituted (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), arts. 1(2), 8(3)
Commencement Information
I7Sch. 1 Pt. 2 para. 7 in force at 2.3.1998, see reg. 1
8. The directors of the successor company, their interests in the company and in the transfer, and their other business interests.U.K.
Commencement Information
I8Sch. 1 Pt. 2 para. 8 in force at 2.3.1998, see reg. 1
9. The auditors of the successor company.U.K.
Commencement Information
I9Sch. 1 Pt. 2 para. 9 in force at 2.3.1998, see reg. 1
10.— [F2(1)] The reasons why the directors of the society and of the successor company are satisfied that there will be no substantial risk that the successor company will not [F3have relevant permission].U.K.
[F4(2) “Relevant permission” means—
(a)such permission under [F5Part 4A] of the Financial Services and Markets Act 2000, F6...
F7(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
as will enable the successor company to carry on the business which it will have as a result of the transfer without being taken (by virtue of section 20 of that Act) to have contravened a requirement imposed on it by [F8a regulator (within the meaning of section 417 of that Act)] under that Act.]
Textual Amendments
F2Sch. 1 Pt. 2 para. 10 renumbered as Sch. 1 Pt. 2 para. 10(1) (1.12.2001) by The Financial Services and Markets Act 2000 (Consequential Amendments and Repeals) Order 2001 (S.I. 2001/3649), arts. 1, 564(1)(a)
F3Words in Sch. 1 Pt. 2 para. 10(1) substituted (1.12.2001) by The Financial Services and Markets Act 2000 (Consequential Amendments and Repeals) Order 2001 (S.I. 2001/3649), arts. 1, 564(1)(b)
F4Sch. 1 Pt. 2 para. 10(2) inserted (1.12.2001) by The Financial Services and Markets Act 2000 (Consequential Amendments and Repeals) Order 2001 (S.I. 2001/3649), arts. 1, 564(1)(c)
F5Words in Sch. 1 Pt. 2 para. 10(2) substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 10 para. 4(4)(a) (with Sch. 12)
F6Word in Sch. 1 Pt. 2 para. 10(2)(a) omitted (31.12.2020) by virtue of The Building Societies Legislation (Amendment) (EU Exit) Regulations 2018 (S.I. 2018/1187), regs. 1, 9(a); 2020 c. 1, Sch. 5 para. 1(1)
F7Sch. 1 Pt. 2 para. 10(2)(b) omitted (31.12.2020) by virtue of The Building Societies Legislation (Amendment) (EU Exit) Regulations 2018 (S.I. 2018/1187), regs. 1, 9(b); 2020 c. 1, Sch. 5 para. 1(1)
F8Words in Sch. 1 Pt. 2 para. 10(2) substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 10 para. 4(4)(b) (with Sch. 12)
Commencement Information
I10Sch. 1 Pt. 2 para. 10 in force at 2.3.1998, see reg. 1
11. The assessment of the board of the society of—U.K.
(a)the market value of the business of the society on or after the date of the particulars of the financial position of the society referred to in paragraph 4 of Part I of this Schedule; and
(b)the value of the total consideration for the transfer to be paid under the terms of the transfer agreement,
and whether the board of the society considers that the consideration referred to in (b) is a fair and reasonable consideration for the business of the society.
Where shares are included in such consideration referred to in (b) above, the value to be included in making such assessment of the value of the total consideration for the transfer shall be their actual or estimated market value, as appropriate, as if they had been issued on or after the date of the summary consolidated financial position of the successor company referred to in paragraph 3 of this Part of this Schedule.
Commencement Information
I11Sch. 1 Pt. 2 para. 11 in force at 2.3.1998, see reg. 1
12. If any report valuation or opinion is used as the basis of the assessment in paragraph 11 above the total cost of the fees and disbursements payable to the expert and the contractual terms on which such expert was retained for that report valuation or opinion.U.K.
Commencement Information
I12Sch. 1 Pt. 2 para. 12 in force at 2.3.1998, see reg. 1