Trustee Savings Banks Act 1985

Part III U.K. Specific Aspects of the Reorganisation

Accounting provisions U.K.

6 (1) In any case where— U.K.

(a) a transfer is effected by section 3(1)(a) or (3) above, and

(b) the vesting day falls less than twelve months after the end of a financial year of the transferor,

each of the statutory accounts prepared by the directors of the transferee in respect of a period which includes or consists of the whole or any part of the transitional period shall deal with the affairs of the transferor during so much of the transitional period as falls within that period as well as, and as one with, the affairs of the transferee.

(2) Any statutory accounts (including, in particular, group accounts) falling to be prepared by the directors of the new holding company by reference to accounts (or matters reflected in accounts) prepared in respect of a period which includes or consists of the whole or any part of the transitional period by the directors of a successor to an existing bank shall be prepared by reference to the accounts (or the matters reflected in the accounts) as prepared in accordance with sub-paragraph (1) above for that period.

(3) If, in a case where sub-paragraph (1) above applies, the day with which the transitional period begins falls before the date of incorporation of the transferee, section 224(4) of the M1 Companies Act 1985 (which defines a company’s first accounting reference period) or, in Northern Ireland, [F1 Article 232(4) of the Companies (Northern Ireland) Order 1986] (which makes similar provision) shall have effect in relation to the transferee as if for the reference to the date of incorporation of the company there were substituted a reference to the day with which the transitional period begins; and references in the Companies Act 1985 and the corresponding Northern Ireland legislation to the first accounting reference period shall be construed accordingly.

(4) In any case where sub-paragraph (1) above applies, the transferor shall be under no obligation, with respect to the transitional period, to prepare or submit its statutory accounts.

(5) In any case where a transfer is effected by section 3(1)(a) or (3) above—

(a) the transferor shall furnish the transferee with all such information, and afford all such other assistance, as the transferee may reasonably require to enable its directors to discharge their duties in relation to the statutory accounts; and

(b) the transferee shall furnish the transferor with all such information, and afford all such other assistance, as the transferor may reasonably require to enable the transferor to discharge its duties in relation to its statutory accounts for its final financial year.

(6) In this paragraph—

• “corresponding Northern Ireland legislation” means the [F2 Companies (Northern Ireland) Order 1986];

• “final financial year”, in relation to a transferor, means the financial year referred to in sub-paragraph (1)(b) above;

• “financial year”, in relation to a transferor,—

(a) except in a case falling within paragraph (b) below, has the meaning given by section 54(1) of the M2 Trustee Savings Banks Act 1981, and

(b) where the transferor is the Central Board, has the meaning given by paragraph 15(5) of Schedule 2 to that Act;

• “statutory accounts” means—

(a) in relation to a transferee, any accounts or statement of accounts required to be prepared by any provision of the M3 Companies Act 1985 or the corresponding Northern Ireland legislation; and

(b) in relation to a transferor, any accounts or statements of account required to be prepared by section 23 of or paragraph 15 of Schedule 2 to the M4 Trustee Savings Banks Act 1981;

“transitional period” means the period beginning immediately after the end of the transferor’s final financial year and ending with the dissolution of the transferor.

Textual Amendments

F1 Words substituted by S.I. 1986/1035 (N.I. 9), art. 23, Sch. 1 Pt. II

F2 Words substituted by S.I. 1986/1035 (N.I. 9), art. 23, Sch. 1 Pt. II

Marginal Citations

M1 1985 c. 6.

M2 1981 c. 65.

M3 1985 c. 6.

M4 1981 c. 65.

Profits available for distribution U.K.

7 (1) where, in the case of a transfer effected by section 3(1)(a) or (3) above, immediately before the vesting day the transferor had any qualifying reserves, the corresponding reserves of the transferee immediately after the transfer shall be treated for the purposes of the Companies Act 1985 and the corresponding Northern Ireland legislation as accumulated, realised profits of the transferee. U.K.

(2) Where, in the case of a transfer effected by section 3(1)(a) or (3) above, immediately before the vesting day some part of the transferor’s reserves represents the amount by which unrealised surpluses attributable to an increase in the value of land exceed unrealised deficits attributable to a decrease in the value of land, then, for the purposes of the Companies Act 1985 and the corresponding Northern Ireland legislation—

(a) so much of that increase or decrease in value as is realised on or after the vesting day shall be treated as realised profits or, as the case may be, realised losses of the transferee; and

(b) so much as remains unrealised at any time after the vesting day shall be treated as unrealised profits or, as the case may be, unrealised losses of the transferee at that time.

(3) So much of a transferee’s profits available for distribution by virtue of sub-paragraph (1) or (2) above as is distributed to the new holding company shall be treated, for the purposes of the Companies Act 1985 and the corresponding Northern Ireland legislation, as realised profits of that company.

(4) For the purposes of this paragraph all the reserves of a transferor are “qualifying” reserves except—

(a) so much of those reserves as represents the amount by which unrealised surpluses attributable to an increase in the value of land exceed unrealised deficits attributable to a decrease in the value of land;

(b) those reserves of the Central Board known as the Mutual Assistance Fund and the Closed Banks Fund; and

(c) those reserves of the Central Board derived from the transfer to the Board of the assets and liabilities of the Trustee Savings Banks Association and the Trustee Savings Banks Employers’ Council.

(5) In this paragraph—

(a) any expression used in the M5 Companies Act 1985 or the corresponding Northern Ireland legislation has the same meaning as in that Act or that legislation; and

(b) “corresponding Northern Ireland legislation” means the [F3 Companies (Northern Ireland) Order 1986].

Textual Amendments

F3 Words substituted by S.I. 1986/1035 (N.I. 9), art. 23, Sch. 1 Pt. II

Marginal Citations

M5 1985 c. 6.

U.K.

8, 9. U.K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F4

Textual Amendments

F4 Sch. 1 paras. 8, 9 repealed by Banking Act 1987 (c. 22, SIF 10), s. 108(2), Sch. 7 Pt. I

Trustee investment in new holding company U.K.

10 U.K. For the purposes of paragraph 3 of Part IV of Schedule 1 to the M6 Trustee Investments Act 1961 (securities not wider-range investments, and debentures not narrower-range investments, unless the company has paid dividends in each of the five calendar years preceding the year in which the investment is made), the new holding company shall be taken to have paid a dividend as mentioned in paragraph (b) of that paragraph—

(a) in each of the five years immediately preceding the year in which the vesting day falls; and

(b) in that year, if the company does not in fact pay such a dividend.

Marginal Citations

M6 1961 c. 62.

Status as authorised institutions for certain purposes, etc. U.K.

11 (1) This paragraph applies where the transferee is the successor to an existing bank. U.K.

(2) Subject to sub-paragraph (4) below, the transferee shall be included among the institutions which—

(a) are “banks” for the purposes of section 59 of the M7 Building Societies Act 1962 or section 59 of the M8 Building Societies Act (Northern Ireland) 1967 (authorised banks for investment of surplus funds);

(b) are “banks” for the purposes of the M9 Solicitors Act 1974 or section 35 of the M10 Solicitors (Scotland) Act 1980 (accounts at banks);

(c) are “authorised banks” for the purposes of F5 . . . section 87 of the M11 Industrial and Provident Societies Act (Northern Ireland) 1969 (borrowing and investment);

(d) are recognised lending institutions or recognised savings institutions for the purposes of the M12 Home Purchase Assistance and Housing Corporation Guarantee Act 1978 or Part IX of the M13 Housing (Northern Ireland) Order 1981 (advances by Secretary of State and the Department of the Environment respectively);

and, for the purposes of the said sections 59, shall be treated as having been designated as an authorised bank by order under each of those sections (without prejudice, however, to the power of variation conferred thereby) and similarly for the purposes of the said section 87.

(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F6

(4) The transferee shall not be included, or included at any time, among the institutions specified in sub-paragraph (2) above unless the following conditions are satisfied or satisfied at that time, that is to say—

(a) the existing bank must have been so included immediately before the vesting day; and

(b) in the case of the institutions specified in heads (b), (c) and (d) of that sub-paragraph, the transferee must be [F7 a deposit-taker].

[F8 (4A) “Deposit taker” means—

(a) a person who has permission under [F9 Part 4A] of the Financial Services and Markets Act 2000 to accept deposits; or

(b) an EEA firm of the kind mentioned in paragraph 5(b) of Schedule 3 to that Act which has permission under paragraph 15 of that Schedule (as a result of qualifying for authorisation under paragraph 12(1) of that Schedule) to accept deposits or other repayable funds from the public.

(4B) But a person is not a deposit-taker if he has permission to accept deposits only for purpose of carrying on another regulated activity in accordance with that permission.

(4C) Sub-paragraphs (4A) and (4B) must be read with—

(a) section 22 of the Financial Services and Markets Act 2000;

(b) any relevant order under that section; and

(c) Schedule 2 to that Act.]

(5) Any authority of an existing bank subsisting under section 51(2) of the M14 Government Annuities Act 1929 with regard to contracts under Part II of that Act (trustee savings banks as agents as respects Government annuities) immediately before the vesting day shall become, as from that day, an authority of the same scope (and on the same terms as to allowances) to the bank’s successor as regards any money becoming payable upon or due under such contracts on or after that day.

Textual Amendments

F5 Words in Sch. 1 para.11(2)(c) omitted (2.7.2002) by S.I. 2002/1501, art. 18

F6 Sch. 1 para. 11(3) repealed by Banking Act 1987 (c. 22, SIF 10), s. 108(1)(2), Sch. 6 para. 19(a), Sch. 7 Pt. I

F7 Words in Sch. 1 para. 11(4)(b) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 297(2)

F8 Sch. 1 para. 11(4A)-(4C) inserted (1.12.2001) by S.I. 2001/3649, arts. 1, 297(3)

F9 Words in Sch. 1 para. 11(4A)(a) substituted (1.4.2013) by Financial Services Act 2012 (c. 21), s. 122(3), Sch. 18 para. 48 (with Sch. 20); S.I. 2013/423, art. 3, Sch.

Modifications etc. (not altering text)

C1 In Schedule 1, paragraph 11(2)(a) and so much of that subparagraph as relates to the section 59 specified therein repealed by Building Societies Act 1986 (c. 53, SIF 16), s. 120, Sch. 19 Pt. I

Marginal Citations

M7 1962 c. 37

M8 1967 c. 31. (N.I.).

M9 1974 c. 47.

M10 1980 c. 46.

M11 1969 c. 24 (N.I.).

M12 1978 c. 27

M13 S.I. 1981/156 (N.I.3).

M14 1929 c. 29.

The Fund for the Banks for Savings U.K.

12 U.K. Until the day appointed for the closure of the Fund for the Banks for Savings any provision of Schedule 5 to the M15 Trustee Savings Banks Act 1981 shall, as from the vesting day so long as it remains in force, apply as if any reference to a trustee savings bank (within the meaning of that Act) were or included (as the case requires) a reference to any successor of a trustee savings bank with sums standing to its credit by virtue of section 3(3) above on that day; and any function conferred or imposed on any person by any provision of that Schedule may be exercised or shall be performed by or in relation to the bank’s successor and the sums standing to its credit on and after that day.

Marginal Citations

M15 1981 c. 65.

The National Savings Stock Register U.K.

13 U.K. On such day as the Treasury by statutory instrument appoints the parts of the National Savings Stock Register kept by trustees of the existing banks shall be closed and all the stock registered in those parts shall be transferred to that part of the Register kept by the Director of Savings.