The Building Societies (Merger Notification Statement) Regulations 1999

Merger Notification Statements

3.—(1) Subject to paragraph (2) below, any merger notification statement sent to members of a society under paragraph 3 of Schedule 8A to the Act shall give particulars of the matters specified in the Schedule to these Regulations.

(2) Where, by virtue of paragraph (1) above, particulars are required to be stated of any matter, which is not ascertainable at the time when the statement is made, there shall be substituted for that matter a forecast thereof and the fact that the particulars given in the statement relate to a forecast shall be specified in the statement and so shall particulars of–

(a) the persons making the forecast,

(b) the persons (if any) consulted for the purposes of the forecast by its makers, and

(c) the facts and assumptions on which it is based.

(3) Where, during the 12 months preceding the date of a merger notification statement, a written proposal has been made to the transferring society issuing the statement–

(a) by or on behalf of a company, for the transferring society to transfer its business to that company, or

(b) by or on behalf of another building society other than the accepting society, for the transferring society to merge with that other building society,

paragraph (4) below shall apply to that merger notification statement.

(4) Where this paragraph applies to a merger notification statement it shall, notwithstanding, in the case of a merger proposal, that notice of the proposal is required to be given to members of the transferring society under Part II of Schedule 16 (Mergers: Supplementary Provisions) to the Act(1), or, in the case of a transfer proposal, that notice of the proposal is required to be given to members of the transferring society under Part IA of Schedule 17 (Transfers of Business: Supplementary Provisions) to the Act(2), give particulars of the following matters–

(a) the fact of the proposal and the name of the company or society by or on whose behalf the proposal was made, save where the company or society, by or on whose behalf the proposal was made, has made in writing a request that the proposal be treated as confidential and has not withdrawn that request in writing; and

(b) the terms of the proposal, save to the extent that the company or society, by or on whose behalf the proposal was made, has made in writing a request that any such term be treated as confidential and has not withdrawn that request in writing.

(5) Where the engagements of the transferring society are to be divided between two or more accepting societies, the particulars of the matters specified in the Schedule to these Regulations relating to the accepting society shall be given for each accepting society.

(6) In paragraphs 3(3) and (4) above–

“merge” means to amalgamate building societies under section 93 (Amalgamations) of the Act(3) or to transfer to any extent the engagements of one building society to another under section 94 of the Act;

“merger proposal” has the same meaning as in Part II of Schedule 16 to the Act;

“transfer its business” means to transfer the whole of the business of a building society to a company under section 97 (Transfer of business to commercial company) of the Act(4);

“transfer proposal” has the same meaning as in Part IA of Schedule 17 to the Act.

(1)

Schedule 16 was amended by section 43 of and paragraph 66 of Schedule 7 to the Building Societies Act 1997.

(2)

Schedule 17 was amended by section 30(3) of and Schedule 5 to the Building Societies Act 1997.

(3)

Section 93 was amended by section 43 of and paragraph 41 of Schedule 7 to the Building Societies Act 1997.

(4)

Section 97 was amended by section 43 of and paragraph 45 of Schedule 7 to the Building Societies Act 1997 and by section 1(2) of the Building Societies (Distributions) Act 1997 (c. 41).