SCHEDULE 15 Amalgamations, Transfers of Engagements and Conversion: Supplementary
Part I Provision of Information to Members
Statements relating to amalgamations and transfers
1
(1)
A friendly society which desires—
(a)
to amalgamate under section 85 above; or
(b)
to transfer its engagements to any person, or to undertake to fulfil the engagements of another friendly society, under section 86 above;
shall, subject to sub-paragraph (2) below, send a statement concerning the matters specified in paragraph 2 below to every member entitled (when the statements are sent) to vote on any resolution required by section 85, 86 or 90.
(2)
Sub-paragraph (1) above does not apply, in the case of a friendly society desirous of undertaking to fulfil another society’s engagements, where the F1Authority has consented under section 86(3)(b) or 90(2)(b) above to its proceeding by resolution of the committee of management.
(3)
The statement referred to in sub-paragraph (1) above shall be sent so as to arrive no later than 14 days (or such longer period as the rules may require for notice of any resolution required by section 85, 86 or 90 above) before—
(a)
the meeting at which any such resolution is to be moved; or
(b)
where proxy voting is permitted, such earlier date as may be specified by the society, under its rules, as the final date for the receipt of instruments appointing proxies to vote at the meeting.
(4)
If it appears to the F1Authority that it is impractical to include the summary mentioned in paragraph 2(1)(d) below in the statement referred to in sub-paragraph (1) above, the F1Authority may direct that the summary shall be sent separately from that statement within such period as the F1Authority may specify in the direction.
2
(1)
The matters of which a statement required by paragraph 1 above is to give particulars are the following, namely—
(a)
the financial position of the society and that of every other society or person participating in the amalgamation or transfer;
(b)
any interest of the members of the committee of management of the society in the amalgamation or transfer;
(c)
the compensation or other consideration (if any) proposed to be paid to or in respect of—
(i)
the members of the committee of management or other officers of the society; and
(ii)
the officers of every other society or person participating in the amalgamation or transfer;
(d)
in the case of a transfer, a summary of any actuary’s report which the society is directed to furnish to the F2Authority under section 88 above; and
(e)
any other matter which the F2Authority requires in the case of the particular amalgamation or transfer.
(2)
No statement shall be sent unless its contents, so far as they concern the matters specified in this paragraph, have been approved by the F2Authority.
Statements relating to conversion of society into company
3
(1)
A friendly society which desires to convert into a company under section 91 above shall send a statement concerning—
(a)
such matters as may be prescribed in regulations made by the F3Commission with the consent of the Treasury; and
(b)
such other matters as may be required by the F4Authority in the case of the particular conversion;
to every member entitled (when the statements are sent) to vote on any resolution required by subsection (2) of that section.
(2)
Regulations under sub-paragraph (1) above may include among the prescribed matters any alternatives to a proposed conversion which may be available.
4
The statement referred to in paragraph 3 above shall be sent so as to arrive no later than 14 days (or such longer period as the rules may require for notice of any resolution required by section 91 above) before—
(a)
the meeting at which any such resolution is to be moved; or
(b)
where proxy voting is permitted, such earlier date as may be specified by the society, under its rules, as the final date for the receipt of instruments appointing proxies to vote at the meeting;
but no such statement may be sent unless its contents, so far as they concern the matters mentioned in that paragraph, have been approved by the F5Authority.