Part II Vesting of Securities and other Assets in the Corporations and acquired Companies
Acquisition of securities and assets
19 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.
(2)
Subject to the provisions of this Part of this Act, on the shipbuilding industry vesting date, all securities of the companies which on 31st July 1974 were known by the names specified in Part I of Schedule 2 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 Shipbuilders free from all trusts and incumbrances.
(3)
Each 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)
Without 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)
In 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
“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)
Subject 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)
The 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)
Property, 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.
(4)
In the application of subsections (1) to (3) above in a case where the acquired company fulfils the criteria in paragraph 2 of Part II of Schedule 2 to this Act, the references in subsection (3) above to the undertaking carried on by the acquired company shall be construed as references to the shipbuilding undertaking carried on at a shipyard or other works in which the acquired company had an interest in possession on 31st July 1974.
(5)
The 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)
The provisions of Schedule 3 to this Act shall have effect for supplementing the preceding provisions of this section.
(7)
In 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.
F121 Certain loans from associated persons to be treated as securities.
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F122 Determination of rights to require the issue of securities or to nominate directors.
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Payments of dividend and interest
F123 Control of dividends and interest.
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F124 Permitted dividends and interest.
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F125 Final payments of dividend and interest.
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Safeguarding of assets, avoidance of certain transactions, etc.
F126 Power to acquire securities of certain additional companies.
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F127 Removal of company from companies to be acquired.
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F128 Prohibition of transfer of certain works.
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F129 Recovery of assets transferred away.
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F130 Dissipation of assets by transactions involving holders of securities etc.
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F131 Onerous transactions: disclaimer and recovery of losses.
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F132 Provisions supplementary to section 31.
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F133 Supplementary provisions relating to dissipation of assets.
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F134 Approvals and undertakings given before passing of Act.
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Compensation
F135 Compensation for vesting of securities.
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F136 Payment of compensation.
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F137 Base value of securities of a listed class.
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F138 Base value of other securities.
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F139 The appropriate deduction.
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40 General provisions as to compensation stock.
(1)
Compensation 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)
The Treasury may by regulations made by statutory instrument make provision as to the issue of compensation stock by the Bank of England.
(3)
Regulations under subsection (2) above may contain such incidental or supplementary provisions as the Treasury consider appropriate.
(4)
The Corporation in which any securities become vested shall be liable to indemnify the Bank of England against any loss suffered by them arising out of, or in connection with, the issue of compensation stock in respect of the vesting of those securities.
(5)
Any 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)
References 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.
F241 Stockholders’ representatives.
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