The Building Societies (Merger Notification Statement) Regulations 1999

Citation and commencement

1.  These Regulations may be cited as the Building Societies (Merger Notification Statement) Regulations 1999 and shall come into force on 1st June 1999.

Interpretation

2.  In these Regulations, except where the context requires otherwise–

“the Act” means the Building Societies Act 1986;

“accepting society” means a building society to which a transferring society proposes to transfer all or, as the case may be, part of its engagements under section 94 (Transfer of engagements) of the Act(1);

“date of the merger notification statement” means the date upon which the Building Societies Commission approves the contents of the merger notification statement in accordance with paragraph 3(4) of Schedule 8A (Transfer Directions: Modification of Part X) to the Act(2);

“effective date” means the date which is the effective date for the purpose of the transfer of a society’s engagements under section 94(8) of the Act and, if more than one such date, each of them;

“member” includes where the context so requires in relation to a society which has transferred its engagements a former member of that society;

“merger notification statement” means the statement required by paragraph 3 of Schedule 8A to the Act;

“transfer of engagements” means the transfer of the engagements of a building society to one or more other building societies in accordance with section 94 of the Act;

“transferring society” means a building society that proposes to transfer, or, as the case may be, has transferred, all its engagements to one or more building societies under section 94 of the Act.

Merger Notification Statements

3.—(1) Subject to paragraph (2) below, any merger notification statement sent to members of a society under paragraph 3 of Schedule 8A to the Act shall give particulars of the matters specified in the Schedule to these Regulations.

(2) Where, by virtue of paragraph (1) above, particulars are required to be stated of any matter, which is not ascertainable at the time when the statement is made, there shall be substituted for that matter a forecast thereof and the fact that the particulars given in the statement relate to a forecast shall be specified in the statement and so shall particulars of–

(a) the persons making the forecast,

(b) the persons (if any) consulted for the purposes of the forecast by its makers, and

(c) the facts and assumptions on which it is based.

(3) Where, during the 12 months preceding the date of a merger notification statement, a written proposal has been made to the transferring society issuing the statement–

(a) by or on behalf of a company, for the transferring society to transfer its business to that company, or

(b) by or on behalf of another building society other than the accepting society, for the transferring society to merge with that other building society,

paragraph (4) below shall apply to that merger notification statement.

(4) Where this paragraph applies to a merger notification statement it shall, notwithstanding, in the case of a merger proposal, that notice of the proposal is required to be given to members of the transferring society under Part II of Schedule 16 (Mergers: Supplementary Provisions) to the Act(3), or, in the case of a transfer proposal, that notice of the proposal is required to be given to members of the transferring society under Part IA of Schedule 17 (Transfers of Business: Supplementary Provisions) to the Act(4), give particulars of the following matters–

(a) the fact of the proposal and the name of the company or society by or on whose behalf the proposal was made, save where the company or society, by or on whose behalf the proposal was made, has made in writing a request that the proposal be treated as confidential and has not withdrawn that request in writing; and

(b) the terms of the proposal, save to the extent that the company or society, by or on whose behalf the proposal was made, has made in writing a request that any such term be treated as confidential and has not withdrawn that request in writing.

(5) Where the engagements of the transferring society are to be divided between two or more accepting societies, the particulars of the matters specified in the Schedule to these Regulations relating to the accepting society shall be given for each accepting society.

(6) In paragraphs 3(3) and (4) above–

“merge” means to amalgamate building societies under section 93 (Amalgamations) of the Act(5) or to transfer to any extent the engagements of one building society to another under section 94 of the Act;

“merger proposal” has the same meaning as in Part II of Schedule 16 to the Act;

“transfer its business” means to transfer the whole of the business of a building society to a company under section 97 (Transfer of business to commercial company) of the Act(6);

“transfer proposal” has the same meaning as in Part IA of Schedule 17 to the Act.

In witness whereof the common seal of the Building Societies Commission is hereunto affixed, and is authenticated by me, a person authorised under paragraph 14 of Schedule 1 to the Building Societies Act 1986, on 22nd April 1999.

L.S.

G. S. Johnson

Secretary to the Commission

We consent to these Regulations.

Jim Dowd

Jane Kennedy

Two of the Lords Commissioners of Her Majesty’s Treasury

27th April 1999