Aircraft and Shipbuilding Industries Act 1977
1977 c. 3
An Act to provide for the establishment of two bodies corporate to be called British Aerospace and British Shipbuilders, and to make provision with respect to their functions; to provide for the vesting in British Aerospace of the securities of certain companies engaged in manufacturing aircraft and guided weapons and the vesting in British Shipbuilders of the securities of certain companies engaged in shipbuilding and allied industries; to make provision for the vesting in those companies of certain property, rights and liabilities; to provide for payments to British Aerospace and its wholly owned subsidiaries, for the purpose of promoting the design, development and production of civil aircraft; and for connnected purposes.
C1PART I The Corporations
By British Aerospace Act 1980 (c. 26, SIF 64), s. 10(1) it is provided that Pt. I is repealed in relation to British Aerospace and that any reference in that provision (in whatever terms expressed) to either or both of the Corporations originally established by s. 1 of this Act shall be construed as a reference to the other Corporation so established (that is to say British Shipbuilders)
Constitution and functions
F37P11 British Aerospace and British Shipbuilders.
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F373 Powers of the Corporations.
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F374 Corporations to give effect to directions of Secretary of State.
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F374AF2 Organisation of British Shipbuilders’ activities.
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F374BF3 Discontinuance and restriction of British Shipbuilders activities.
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F376 Machinery for settling terms and conditions of employment etc.
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F377 Formulation of the Corporations’ policies and plans and conduct of their operations.
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8 Furnishing and publication of information by the Corporations.
1
In such manner and at such times as the Secretary of State may specify in relation to it, each Corporation shall furnish the Secretary of State with such information—
a
as he may specify in writing to it, and
b
as the Corporation has or can reasonably be expected to obtain,
with respect to such matters relating to the Corporation or its wholly owned subsidiaries or the activities (past, present or future), plans or property of any of them as the Secretary of State may so specify.
2
The Secretary of State may, by directions given to either Corporation, require it to publish, in such manner as may be specified in the directions, such information as may be so specified relating to—
a
the operations of the Corporation and its wholly owned subsidiaries; and
b
its policy and plans for the general conduct of its undertaking and the businesses of all or any of its wholly owned subsidiaries.
3
Before giving any directions under subsection (2) above the Secretary of State shall consult the Corporation to which they are to be given.
F379 Control by Corporations of wholly owned subsidiaries.
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Financial provisions
F3710 Financial duties of the Corporations.
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F3711 Borrowing powers of the Corporations and their wholly owned subsidiaries.
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F3712 Loans by the Secretary of State to the Corporations.
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F3713 Treasury guarantees.
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F3714 Transfer to Corporations of rights and obligations with respect to certain government loans.
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F3715 The commencing capital of each Corporation.
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F3716 Public dividend capital and public dividends.
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F2017 Accounts and audit.
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F2018 Annual report.
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Part II Vesting of Securities and other Assets in the Corporations and acquired Companies
Acquisition of securities and assets
19C2 Vesting in British Aerospace or British Shipbuilders of securities of Scheduled companies.
1
Subject to the provisions of this Part of this Act, on the aircraft industry vesting date all securities of the companies which on 29th October 1974 were known by the names specified on Part I of Schedule 1 to this Act, being the companies other than any excepted company which on that date fulfilled the conditions in Part II of that Schedule, shall, by virtue of this section, vest in British Aerospace free from all trusts and incumbrances.
F21C32
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3
F22Each Corporation shall, in respect of the securities of any company which vest in it by virtue of this Part of this Act, be entitled or subject, as from the date of transfer, to the exclusion of the previous holders thereof, to all the rights, privileges and advantages and all the liabilities and obligations arising from the holding of those securities, in all respects as if the securities had been duly transferred to the Corporation in accordance with the enactments and rules of law (other than this Act) applicable thereto and everything necessary to make those rights, privileges, advantages, liabilities and obligations fully effective had been duly done.
4
F22Without prejudice to subsection (3) above, all persons concerned with the keeping of the register of the holders of any such securities as are referred to in that subsection shall forthwith register the relevant Corporation therein and the company concerned shall forthwith issue to that Corporation the appropriate documents of title relating to the securities of the company which vest in that Corporation by virtue of this Part of this Act.
5
F22In this section—
“excepted company” means any company—- a
which before 21st November 1975 a court has ordered to be wound up; or - b
which before that day has passed a resolution for voluntary winding up; or - c
of whose property a receiver has been appointed before that date; and
- a
“securities”, in relation to a company, does not include any security forming part of the loan capital of the company, the terms of which enable it to be redeemed, either without notice or upon not more than one year’s notice, at a price not exceeding the nominal amount of the security together with any outstanding interest, at any time after the creation of the security or the expiry of a period not exceeding one year after the creation of the security.
20 Vesting in acquired company of certain assets of privately-owned companies in same group.
1
F24Subject to subsection (5) below, where immediately before the date of transfer an acquired company was the wholly owned subsidiary of the person from whom it was acquired, any property, rights or liabilities to which this subsection applies shall vest in the acquired company on the date of transfer of the company.
2
F24The property, rights and liabilities to which subsection (1) above applies are any property, rights and liabilities of an associated privately owned company which—
a
satisfy a vesting condition for the purposes of this section, and
b
would remain vested in the associated privately owned company but for this section.
3
F24Property, rights and liabilities satisfy a vesting condition for the purposes of this section if—
a
they are wholly appurtenant to the undertaking carried on by the acquired company, or
b
they are mainly appurtenant to property, rights or liabilities which are wholly appurtenant to that undertaking, or
c
they cannot reasonably be severed from property, rights or liabilities of the acquired company or property, rights or liabilities such as are mentioned in paragraph (a) or (b) above.
F234
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5
F25The rights and liabilities under any agreement for the rendering of personal services by any person shall be vested in the acquired company by virtue of this section if, and only if, immediately before the date of transfer, his employment under the agreement was wholly or mainly for the purposes of the undertaking carried on as mentioned in subsection (3) or, as the case may require, subsection (4) above.
6
F25The provisions of Schedule 3 to this Act shall have effect for supplementing the preceding provisions of this section.
7
F25In this section and Schedule 3 to this Act—
“associated privately owned company” means any privately owned company which immediately before the date of transfer was the holding company of an acquired company or the wholly owned subsidiary of a company whose securities do not vest but which was the holding company of an acquiredcompany; and“privately owned company” means a company whose securities do not vest, and which is not a subsidiary of a company whose securities vest, in either of the Corporations by virtue of this Part of this Act.
F1121 Certain loans from associated persons to be treated as securities.
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F1122 Determination of rights to require the issue of securities or to nominate directors.
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Payments of dividend and interest
F1123 Control of dividends and interest.
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F1124 Permitted dividends and interest.
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F1125 Final payments of dividend and interest.
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Safeguarding of assets, avoidance of certain transactions, etc.
F1126 Power to acquire securities of certain additional companies.
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F1127 Removal of company from companies to be acquired.
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F1128 Prohibition of transfer of certain works.
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F1129 Recovery of assets transferred away.
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F1130 Dissipation of assets by transactions involving holders of securities etc.
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F1131 Onerous transactions: disclaimer and recovery of losses.
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F1132 Provisions supplementary to section 31.
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F1133 Supplementary provisions relating to dissipation of assets.
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F1134 Approvals and undertakings given before passing of Act.
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Compensation
F1135 Compensation for vesting of securities.
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F1136 Payment of compensation.
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F1137 Base value of securities of a listed class.
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F1138 Base value of other securities.
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F1139 The appropriate deduction.
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40 General provisions as to compensation stock.
1
F27Compensation stock shall bear such rate of interest and be subject to such conditions as to repayment, redemption and other matters as the Treasury may determine.
2
F27The Treasury may by regulations made by statutory instrument make provision as to the issue of compensation stock by the Bank of England.
3
F27Regulations under subsection (2) above may contain such incidental or supplementary provisions as the Treasury consider appropriate.
F26C44
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F27Any expenses incurred in connection with the issue or repayment of compensation stock shall be charged on and issued out of the National Loans Fund.
6
F27References in the preceding provisions of this section to compensation stock include references to stock issued by way of compensation in accordance with paragraph 5 of Schedule 4 to this Act.
F1241 Stockholders’ representatives.
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Part III Miscellaneous and General
Arbitration and the Arbitration Tribunal
F3842 The arbitration tribunal.
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F3843 Scottish proceedings.
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F3844 Staff and expenses of arbitration tribunal.
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The Corporations
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F2847 Right of persons to object to practices of British Shipbuilders or their wholly owned subsidiaries.
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F2948 Duty of the Corporations to consult etc. with Northern Ireland state-controlled bodies. C5
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Pensions etc.
F39E249 Provisions as to pension rights. C7
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F39E149 Provisions as to pension rights. C6
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F9E450 Compensation for loss of employment, emoluments or pension rights. C9
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F9E350 Compensation for loss of employment, emoluments or pension rights. C8
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Information
F1351 Furnishing of information to the Secretary of State.
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52 Restriction on disclosure of information.
1
No information obtained under section 51 above shall be disclosed except—
a
with the consent of the person carrying on the undertaking or business to which related the books, records or other documents from which it was obtained, or
b
for the purpose of enabling a Corporation or the Secretary of State to discharge their functions under this Act, or
c
with a view to the institution of, or otherwise for the purpose of, any criminal proceedings pursuant to, or arising out of, this Act.
2
If a disclosure is made by a person in contravention of subsection (1) above, he shall be guilty of an offence and shall be liable—
a
on summary conviction, to imprisonment for a term not exceeding 3 months or to a fine not exceeding £200, or both; and
b
on conviction on indictment, to imprisonment for a term not exceeding 2 years or to a fine, or both.
Liabilities, etc.
F3053 Liabilities of Corporations etc.C10
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General
54 Service of notices.
1
This section shall have effect in relation to any notice or other document required or authorised by or under this Act to be given to or served on any person.
2
Any such document may be given to or served on the person in question—
a
by delivering it to him, or
b
by leaving it at his proper address, or
F15d
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3
Any such document may—
a
in the case of a body corporate, be given to or served on the secretary or clerk of that body;
b
in the case of a partnership, be given to or served on a partner or a person having the control or management of the partnership business.
4
For the purposes of this section and section 26 of the M1Interpretation Act 1889 (service of documents by post) in its application to this section, the proper address of any person to or on whom a document is to be given or served shall be his last known address, except that—
a
in the case of a body corporate or their secretary or clerk, it shall be the address of the registered or principal office of that body;
b
in the case of a partnership or a person having the control or management of the partnership business, it shall be that of the principal office of the partnership;
and for the purposes of this subsection the principal office of a company registered outside the United Kingdom or of a partnership carrying on business outside the United Kingdom shall be their principal office within the United Kingdom.
5
If the person to be given or served with any document mentioned in subsection (1) above has specified an address within the United Kingdom other than his proper address within the meaning of subsection (4) above as the one at which he or someone on his behalf will accept documents of the same description as that document, that address shall also be treated for the purposes of this section and section 26 of the Interpretation Act 1889 as his proper address.
6
If the name or address of any person having an interest in premises to or on whom any document mentioned in subsection (1) above is to be given or served cannot after reasonable enquiry be ascertained, the document may be given or served—
a
by addressing it to him either by name or by the description of “the owner” or, as the case may be, “the occupier” of the premises and describing them, and
b
either by delivering it to some responsible person on the premises or by affixing it, or a copy of it, to some conspicuous part of the premises.
55 Administrative expenses.
Any administrative expenses incurred by the Secretary of State in connection with the provisions of this Act shall be defrayed out of moneys provided by Parliament.
56 Interpretation.
1
In this Act, except where the context otherwise requires,—
a
a company falling within Part I of Schedule 1 or Schedule 2 to this Act, or
b
a company in respect of which the obligation to give notice under section 26(9) above has arisen, other than an excluded company;
“aircraft industry vesting date” means such date as the Secretary of State may by order made by statutory instrument specify for the purposes of section 19(1) of this Act;
“the Corporations” means British Aerospace and British Shipbuilders, and references to a Corporation shall be construed accordingly;
“date of transfer” shall be construed in accordance with subsection (5) below;
“enactment” includes an enactment of the Parliament of Northern Ireland and a Measure of the Northern Ireland Assembly;
“excluded company” has the meaning assigned to it by section 27(11) above;
“functions” includes powers and duties;
“guided weapon” does not include a torpedo;
“holding company” shall be construed in accordance with F18section 1159 of the Companies Act 2006;
“loan capital”, in relation to any company, means the securities of the company which do not form part of the share capital;
“mortgage” in relation to Scotland, means a heritable security within the meaning of section 9(8) of the M2Conveyancing and Feudal Reform (Scotland) Act 1970;
“notice of disclaimer” has the meaning assigned to it by section 31(6) above;
“the relevant Corporation”, in relation to a company which comes into public ownership, or in relation to any securities of such a company, means the Corporation in which vest, on the date of transfer, the securities of that company or of the company of which it is a wholly owned subsidiary;
“the relevant vesting date” means—
a
in relation to British Aerospace or a company which becomes, or would but for the provisions of section 27 of this Act become, a wholly owned subsidiary of British Aerospace, the aircraft industry vesting date
F34b
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“securities”, in relation to a company, means any shares, debentures, debenture stock, loan stock, income notes, income stock, funding certificates and securities of a like nature;
“share” includes stock resulting from the conversion of any share into stock;
“shipyard” includes any berth, dock or slipway used for the construction of ships;
“subsidiary” has F7the meaning given by sF18 section 1159 of the Companies Act 2006;
“wholly owned subsidiary” has the same meaning as it has for the purposes of F19section 1159 of the Companies Act 2006; and
“works” means, subject to subsection (6) below,—
- a
any factory, within the meaning of the M3Factories Act 1961,
- b
any aerodrome, as defined in F8section 105(1) of the Civil Aviation Act 1982,
- c
any shipyard which does not fall within paragraph (a) above, and
- d
any premises used by way of trade or business for the purposes of the storage, transport or distribution of any articles or for the supply of electricity or other form of power,
together with any machinery or equipment installed in any such factory, shipyard or premises and any land occupied for the purposes referred to in paragraph (d) above.
- a
2
For the purposes of this Act, in relation to land in England, Wales or Northern Ireland,—
a
“own” includes hold on lease;
b
“rights of ownership” means an estate in fee simple or a lease; and
c
property owned by a member of a partnership and held by him for the purposes of the partnership shall be deemed to be owned by each of the members of the partnership.
3
For the purposes of this Act, in relation to land in Scotland,—
a
“own” includes hold on lease;
b
F17
“
rights of ownership
” means—
i
if the land is feudal property, the estate or interest of the proprietor of the
dominium utile,
or
ii
if the land is not feudal property, the estate or interest of the owner, or
iii
a lease; and
F17“rights of ownership” means the rights—
i
of an owner; or
ii
of a tenant under a lease;
c
property owned by a member of a partnership and held by him for the purposes of the partnership shall be deemed to be owned by the firm.
4
Any reference in this Act to a company which comes into public ownership is a reference to an acquired company or a company which, on the date of transfer of an acquired company, is a wholly owned subsidiary of that company; and any reference to a company coming into public ownership shall be construed accordingly.
5
Subject to section 27(7)(b) of this Act, in relation to a company which comes into public ownership, any reference in this Act to the date of transfer is a reference—
a
in the case of a company falling within Part I of Schedule 1 or Schedule 2 to this Act or the wholly owned subsidiary of such a company, to the relevant vesting date; and
b
in the case of any other company which comes into public ownership, to the date on which the securities of the company or, as the case may be, of the company of which it is a wholly owned subsidiary vest in a Corporation by virtue of section 26 above.
6
For the purposes of this Act—
a
notwithstanding anything in subsection (1) above, the expression “works” does not include any factory, aerodrome, shipyard or other premises or land situated outside the United Kingdom;
b
the extension, alteration or re-equipment of any works or the replacement of any machinery or equipment therein shall not be deemed to change the identity of the works; and
c
in determining whether a company is operating any works at a particular time, any temporary closing of the works at that time owing to holidays, repairs or for any other reason shall be disregarded.
7
For the purposes of this Act the securities of a company to which the same rights attach shall be deemed to constitute a class of securities, and the date of issue of any securities shall be deemed to be the date on which a resolution allotting those securities is passed.
8
For the purposes of this Act a person controls a company or other body corporate if he is entitled to exercise or to control the exercise of at least one third of the voting power at any general meeting of that body corporate.
57 Short title and extent.
1
This Act may be cited as the Aircraft and Shipbuilding Industries Act 1977.
2
This Act extends to Northern Ireland.
SCHEDULES
SCHEDULE 1 Aircraft Industry
Part I Companies whose Securities are to Vest in British Aerospace
British Aircraft Corporation Limited
Hawker Siddeley Aviation Limited
Hawker Siddeley Dynamics Limited
Scottish Aviation Limited
Part II Qualifying Conditions
1
On 29th October 1974 each of the companies specified in Part I of this Schedule fulfilled the following conditions, namely,—
a
the company was incorporated and had its principal place of business in Great Britain; and
b
the company was engaged in manufacturing complete aircraft or guided weapons; and
c
the aggregate of—
i
the company’s turnover for the relevant financial year, as stated or otherwise shown in its accounts, and
ii
the turnover of each of the company’s subsidiaries for the relevant financial year, as stated or otherwise shown in its accounts,
exceeded £7·5 million; and
d
the company was not a wholly owned subsidiary of a company which fulfilled each of the preceding conditions.
2
In paragraph 1 above—
“aircraft” does not include—
a
hovercraft;
b
lighter than air aircraft;
c
rotary-wing aircraft;
d
non-motorised and motorised gliders;
e
aircraft designed to fly unmanned; and
f
replicas of aircraft of historic interest; and
“relevant financial year”, in relation to a company, means that one of the company’s financial years, within the meaning of the M4Companies Act 1948, for which accounts were last laid before it in general meeting before 29th October 1974.
F35SCHEDULE 2 Shipbuilding Industry
Sch. 2 omitted (22.3.2013) by virtue of The Public Bodies (Abolition of British Shipbuilders) Order 2013 (S.I. 2013/687), art. 1(2), Sch. 1 para. 3(3)(a)
F35Part I Companies whose Securities are to Vest in British Shipbuilders
F35 Shipbuilding companies
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F35 Companies manufacturing slow speed diesel marine engines
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F35 Training companies
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F35Part II Qualifying Conditions
F351
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F352
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F353
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F354
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F355
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SCHEDULE 3 Vesting of Assets of Undertakings in Acquired Companies
1
F40In this Schedule—
“the principal section” means section 20 of this Act;“the relevant undertaking” means, in relation to the acquired company, the undertaking carried on as mentioned in subsection (3) or, as the case may require, subsection (4) of the principal section.
2
F401
Subject to sub-paragraph (2) below, any question whether any particular property, rights or liabilities vests or vest in the acquired company by virtue of the principal section shall be determined by agreement between the Secretary of State and the associated privately owned company in whom the property, rights or liabilities is or are vested immediately before the date of transfer of the acquired company F33....
2
In its application to any question relating to any rights or liabilities in respect of a person’s services sub-paragraph (1) above shall have effect as if the person concerned were required to be a party to the agreement referred to in that sub-paragraph.
3
F40Where any rights or liabilities vested in the acquired company by virtue of the principal section are rights or liabilities under an agreement to which an associated privately owned company was a party immediately before the date of transfer, then, except in so far as the context otherwise requires, whether or not the agreement is in writing or of such a nature that rights and liabilities under it could be assigned by that privately owned company, the agreement shall have effect on and after that date as if—
a
for any reference (however worded and whether express or implied) to the privately owned company there were substituted, with respect to anything falling to be done on or after that date, a reference to the acquired company, and
b
any reference (however worded and whether express or implied) to a person holding a particular post in the privately owned company were, with respect to anything falling to be done on or after that date, a reference to such person as the acquired company may appoint or, in default of appointment, to the person holding the most nearly equivalent post in the acquired company.
4
F40Without prejudice to the generality of paragraph 3 above, where any rights or liabilities vest in the acquired company by virtue of the principal section, the acquired company and any other person shall, as from the date of transfer, have the same rights, powers and remedies (and in particular the same rights and powers as to the taking or resisting of legal proceedings) for ascertaining, perfecting or enforcing any right or liability vested in the acquired company by virtue of the principal section as it or he would have had if that right or liability had at all times been a right or liability of the acquired company.
5
F40Any legal proceedings pending on the date of transfer by or against the privately owned company concerned, in so far as they relate to any property, rights or liabilities vested in the acquired company by virtue of the principal section or to any agreement relating to any such property, rights or liabilities, shall be continued by or against the acquired company to the exclusion of the privately owned company.
6
F40Without prejudice to the provisions of paragraph 3 above, the vesting of any property, rights or liabilities in the acquired company by virtue of the principal section shall be binding on all other persons, notwithstanding that any transfer of that property or of those rights or liabilities would, apart from this sub-paragraph, have required the consent or concurrence of any other person.
7
F40Where any property, rights or liabilities which by virtue of the principal section fall to be vested in the acquired company cannot be properly so vested because transfers of that property or those rights or liabilities are governed otherwise than by the law of a part of the United Kingdom, the privately owned company concerned shall take all practicable steps for the purpose of securing that the ownership of the property is or, as the case may be, the rights or liabilities are, effectively transferred to the acquired company, but for the purposes of this Act, other than this paragraph, any such property, rights or liabilities shall continue to be treated as vested in the acquired company by virtue of that section and not by virtue of any steps taken in accordance with this paragraph.
8
F40Section 12 of the M5Finance Act 1895 (which requires certain Acts to be stamped as conveyances on sale) (including that section as it applies to Northern Ireland) shall not apply to a vesting of property or rights in the acquired company by the principal section; and stamp duty shall not be payable either in Great Britain or in Northern Ireland on any instrument executed in pursuance of paragraph 7 above.
F10SCHEDULE 4 Acquisition of Certain Assets
Schs. 4-6 repealed (22.7.2004) by Statute Law (Repeals) Act 2004 (c. 14), Sch. 1 Pt. 16 Group 1
F101
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F102
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F103
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F104
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F105
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F106
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F107
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F10SCHEDULE 5 Satisfaction of Compensation by Issue of Compensation Stock
F101
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F102
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F103
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F104
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F105
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F106
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F107
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F108
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F10C11C129
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F10SCHEDULE 6 Provisions as to Office of Stockholders’ Representative, Meetings of Holders of Securities and Incidental Matters
Appointment and tenure of office
F101
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F102
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F103
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F104
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F105
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Meetings of holders of securities
F106
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F107
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F108
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Procedure at meetings
F109
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F1010
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F1011
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F1012
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F1013
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Service of documents
F10C13C1414
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Supplementary
F1015
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F1016
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F1017
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F10APPENDIX
Appointment of proxy for voting
F36SCHEDULE 7 Procedure Etc. of Arbitration Tribunal
Sch. 7 omitted (22.3.2013) by virtue of The Public Bodies (Abolition of the Aircraft and Shipbuilding Industries Arbitration Tribunal) Order 2013 (S.I. 2013/686), art. 1(2), Sch. 1 para. 3(5)
F36Part I Proceedings other than Scottish Proceedings
F361
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F362
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F363
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F364
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F365
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F36Part II Scottish Proceedings
F366
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F367
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F368
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F369
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F3610
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F3611
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F36Part III All Proceedings
F3612
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F3613
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Act wholly in force at Royal Assent, but see ss. 19 and 56 for minor variations.