The Building Societies (Transfer of Business) Regulations 1998

Regulation 5

SCHEDULE 3 PRESCRIBED MATTERS FOR TRANSFER NOTIFICATION STATEMENTS

1.  The fact that the board of directors of the society is proceeding to transfer the business of the society to the successor company by board resolution at the direction of the Building Societies Commission.

2.  The procedure for the Building Societies Commission to confirm the transfer, the date for the receipt of written representations and notice of intention to make oral representations and the address to which they should be sent.

3.  The name, head office address and principal objects of the successor company.

4.  The reasons why the directors of the society and of the successor company are satisfied that there will be no substantial risk that the successor company will not become or, as the case may be, remain an authorised institution for the purposes of the Banking Act 1987.

5.  The range and relative importance of the activities of the successor company and any change in those activities or that relative importance intended in consequence of the transfer.

6.  The structure and activities of any group to which the successor company belongs.

7.  The directors of the successor company, their interests in the company and in the transfer and their other business interests.

8.  The auditors of the successor company.

9.  The proposed vesting date.

10.  Either:

(a) a summary of the most recently published and audited balance sheet of the society and its connected undertakings (which must not relate to a period ended more than twelve months prior to the date of the transfer notification statement), or

(b) if such a balance sheet is not available, the audited financial position of the society and its connected undertakings at the most reasonably practicable date and in any case not more than six months prior to the date of the transfer notification statement and the opinion of the society’s auditor, or of some other person qualified to be the auditor of the society pursuant to paragraph 5 of Schedule 11 (Auditors: Appointment, Tenure, Qualifications) to the Act as to the statement of the financial position.

11.  Either:

(a) a summary of the most recently published and audited balance sheet of the successor company and any group to which it belongs (which must not relate to a period ended more than twelve months prior to the date of the transfer notification statement), or

(b) if such a balance sheet is not available, the audited financial position of the successor company and any group to which it belongs at the most reasonably practicable date and in any case not more than six months prior to the date of the transfer notification statement and the opinion of the successor company’s auditor, or of some other person qualified to be the auditor of the successor company as to the statement of the financial position.

12.  A description of the rights of members of the society to be given up, and the change in the ranking on a winding up of the shares in the society which become deposits with the successor company, following the transfer.

13.  Any benefits (if any and whether in the form of a distribution of funds or the conferring of rights in relation to shares in the successor company or otherwise) proposed to be conferred on members of the society in consideration of, or by reason of the transfer.

14.  Any benefits (whether in the form of a distribution of funds or the conferring of rights in relation to shares in the successor company or otherwise) proposed to be conferred in consideration of, or by reason of, the transfer, on—

(a) members of the society (not being persons referred to in sub-paragraph (b) below);

(b) persons receiving benefits by virtue of section 102B of the Act; and

(c) other persons,

giving for each of those categories—

(i) the aggregate value of the benefits to be conferred on persons falling within the category: and

(ii) the percentage which that value represents of the value of all the benefits to be conferred.

15.  The amount of the statutory cash bonus and the conditions for its payment.

16.  Any changes in the terms on which the investments of the members of the society will be held as deposits with the successor company.

17.  Any changes in the terms on which loans by the society will be held as loans by the successor company.

18.  The extent to which any statutory protection scheme that will apply in relation to deposits with the successor company will differ from that applying to investments in the society.

19.—(a) The extent to which any scheme for handling complaints by customers of the successor company will differ from that applying to complaints by members of the society and customers of the society and its connected undertakings; and

(b) the arrangements for handling complaints by members of the society and customers of the society and its connected undertakings—

(i) made but not resolved by the vesting date; and

(ii) made on or after the vesting date in respect of services provided by the society and its connected undertakings prior to the vesting date.

20.  The interest of the directors and other officers of the society in the transfer including their interests in the society and its connected undertakings and interests and prospective interests in the successor company and any member of its group.

21.  The compensation or other consideration (if any) proposed to be paid to or in respect of, or to be receivable by or in respect of, the directors and other officers of the society attributable to the transfer.

22.  The manner in which the salary, fees, borrowing rights and other benefits of directors and other officers of the society to be appointed to any position by the successor company and any member of its group will be affected by such appointment.

23.  Any benefits (whether in the form of a distribution of funds or the conferring of rights in relation to shares in the successor company or otherwise) proposed to be conferred on the directors and other officers of the society.

24.  Any terms of the transfer agreement providing for its termination or providing conditions precedent to the completion of the transfer.

25.  The acceptance of responsibility by each of the directors of the society and by each of the directors of the successor company for the content of the transfer statement.