BSOG 1
Introduction to the building societies regulatory guide
BSOG 1.1
Application, purpose and definitions
- 01/01/2007
Application
BSOG 1.1.1
See Notes
Purpose
BSOG 1.1.2
See Notes
Frequently used terms
BSOG 1.1.3
See Notes
"the 1986 Act" | the Building Societies Act 1986[Note: as amended by or under the Building Societies Act 1997 and the Financial Services and Markets Act 2000. The 1986 Act has also been amended by other legislation.] |
"the 1997 Act" | the Building Societies Act 1997 |
"the Accounts Regulations" | the Building Societies (Accounts & Related Provisions) Regulations 1998 (SI 1998/504) |
"the Act" | the Financial Services and Markets Act 2000 |
"AGM" | Annual General Meeting |
"amalgamation agreement" | a formal agreement between societies on the terms of their amalgamation |
"approved person" | a person approved by the Authorityunder section 59 of the Act (Approval for particular arrangements) to perform a controlled function |
"the Authority" | the Financial Services Authority |
"the Banking Consolidation Directive" | the Council Directive of 20 March 2000 relating to the taking up and pursuit of the business of credit institutions (No 2000/12/EC) |
"the Banking Regulator" | the Authorityor other competent authority in another EEA state, as the case may be [Note: the functions of the Bank of England under the Banking Act 1987, which was repealed by the Act, were transferred to the Authorityby the Bank of England Act 1998. Similarly, the functions of the Commission, and of the Central Office of the Registry of Friendly Societies were transferred to the Authorityby and under the Act.] |
"the BCD" | the Banking Consolidation Directive |
"the board" | the board of directors of a building society |
"borrower" or "borrowing member" | a person who is indebted to a society in respect of a loan fully, or where the Rules so provide, substantially secured on land |
"the BSA" | the Building Societies Association |
"the Combined Code" | the Combined Code on Corporate Governance, developed by the Corporate Governance Committee of the Financial Reporting Council |
"the Commission" | the Building Societies Commission [Note: the functions of the Bank of England under the Banking Act 1987, which was repealed by the Act, were transferred to the Authority by the Bank of England Act 1998. Similarly, the functions of the Commission, and of the Central Office of the Registry of Friendly Societies were transferred to the Authority by and under the Act.] |
"the Confirmation Criteria" | means in relation to mergers- the three criteria specified in section 95(4) of the 1986 Act which the Authorityhas to consider when deciding whether to confirm a merger of the business of one society with the business of another society; and means in relation to transfers- the four criteria specified in section 98(3) of the 1986 Act which the Authorityhas to consider when deciding whether to confirm a transfer of the business of a society to a commercial company |
"controlled function" | a function, relating to the carrying on of a regulated activity by a firm, which is specified, under section 59 of the Act (Approval for particular arrangements), in the table of controlled functions shown in the Supervision manual of the Authoritys Handbook (see SUP 10.4.5 R) |
"conversion" | the transfer of business of a society to a specially formed company |
"credit institution" | an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account; or an electronic money institution within the meaning of article 1(3)(a) of the E-Money Directive (Directive 2000/46/EC) which has the right to benefit from the mutual recognition arrangements under the BCD |
"the Electronic Communications Order" | the Building Societies Act 1986 (Electronic Communications) Order 2003 (SI 2003/404) |
"existing company" | A company which is a company within the meaning of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986and is a public company limited by shares, or is incorporated in an EEA State other than the United Kingdom and has power to offers its shares and debentures to the public, and which is carrying on business as a going concern on the date of the Transfer Agreement |
"Fees Rules" | the Rules made by the Authority from time to time under paragraph 17 of Schedule 1 to the Financial Services and Markets Act 2000 prescribing the fees to be paid in connection with the discharge of its functions under the 1986 Act |
"First, Second, Third Criterion" | See "Confirmation Criteria", and relating respectively, in relation to mergers, to the criteria specified in subsections (a), (b) and (c) of section 95(4) of the 1986 Act |
"First, Second, Third, Fourth Criterion" | See "Confirmation Criteria", and relating respectively, in relation to transfers, to the criteria specified in subsections (a), (b), (c) and (d) of section 98(3) of the 1986 Act |
"the IAS Regulation" | the Regulation of the European Parliament and of the Council of 19th July 2002 on the application of international accounting standards (1606/2002/EC) |
"Instrument of Transfer" | The Instrument of Transfer of Engagements required by section 94(6) of the 1986 Act |
"listed" | included in an official list |
"member" | a shareholding or borrowing member of a society |
"Memorandum" | the Memorandum of a building society required by paragraph 2 of Schedule 2 to the 1986 Act |
"merger" | an amalgamation or transfer of engagements |
"Merger Document" | the document or booklet containing the Schedule 16 Statement |
"Merger Notification Statement" | a statement sent to members in the circumstances described in chapter 2 of this Guide |
"Merger Resolutions" | the shareholding members' resolution and borrowing members' resolution required to approve a merger where no direction under section 42(B)(3) has been given |
"official list" | (a) the list maintained by the Authorityin accordance with section 74(1) of the Financial Services and Markets Act 2000 (The official list) for the purposes of Part Vof the Act (Official Listing); (b) any corresponding list maintained by a competent authority for listing in another EEA State. |
"OFT" | Office of Fair Trading |
"PIBS" | Permanent interest-bearing shares, a type of deferred share |
"proxy voting form" | an instrument appointing a proxy to attend a meeting of a society and vote on the member's behalf |
"Qualifying Day" | the day specified in the Transfer Agreement as the qualifying day for the purposes of section 100 of the 1986 Act |
"rationale" | the explanation of the reasons for a proposed merger provided to the members of a society by its board of directors |
"the registration team" | the team at the Authority which carries out the registration functions under the 1986 Act |
"the Rules" | the Rules of a building society |
"Schedule 16 Statement" or "the Statement" | the statutory statement required by Schedule 16 to the 1986 Act to be sent to every member entitled to notice of a meeting of the society |
"SGM" | Special General Meeting |
"shareholder" or "shareholding member" | a person holding a share in a society (by investing in one or more share accounts or holding PIBS or other deferred shares) |
"society" | a building society |
"specially formed company" | a company formed by a society (and by no other than its nominees) for the purpose of assuming and conducting the society's business in its place, which is a company within the meaning of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 and is a public company limited by shares, or is incorporated in an EEA State other than the United Kingdom and has power to offer its shares or debentures to the public |
"Statutory Cash Bonus" | the bonus required by section 100(2)(b) and (4) of the 1986 Act to be paid to every shareholder of the society who held shares on the Qualifying Day and was not eligible to vote on the requisite shareholding members' resolution |
"successor" or "successor company" | A company, whether an existing company or a specially formed company, to which the business of a society is proposed to be transferred |
"successor society" | a society accepting a transfer of engagements or the new society in the case of an amalgamation |
"takeover" | the transfer of business of a society to an existing company |
"the Three Criteria" | the criteria prescribed by section 95(4) of the 1986 Act which the Authorityhas to consider when deciding whether to confirm a merger [Note: the Three Criteria are varied in certain circumstances see section 6 of chapter 2 of this Guide.] |
"transfer" | a conversion or takeover or both, as the context requires |
"Transfer Agreement" | the agreement required by section 97(4)(b) of the 1986 Act between a society and its successor company on the terms of the transfer |
"Transfer Document" | the document or booklet containing, inter alia, either the Transfer Statement or the Transfer Summary |
"Transfer Regulations" | the Building Societies (Transfer of Business) Regulations 1998 (SI 1998/212) |
"Transfer Resolutions" | the shareholding members' resolution and borrowing members' resolution required to approve a transfer where no direction under section 42B(4) of the 1986 Act has been given |
"transferee society" | a society accepting a transfer of engagements from another society |
"transferor society" | a society transferring its engagements to another society |
"Transfer Statement" | the statement required by Schedule 17 to the 1986 Act to be sent in or with the notice of the meeting at which the Transfer Resolutions are to be considered or, if a Transfer Summary is sent, made available to every member entitled to notice of a meeting of the society |
"Transfer Summary" | The summary of the Transfer Statement which may, in accordance with Schedule 17 to the 1986 Act, be sent, instead of the Transfer Statement, in or with the notice of the meeting at which the Transfer Resolutions are to be considered, to every member entitled to receive that notice |
"Trustee Account Holder" | a person who is a shareholding or borrowing member of a society, by virtue of being the sole or representative joint holder of an account which he holds in trust for another person or persons any one or more of whom cannot reasonably practicably act in relation to that account themselves by reason of ill-health or old age or any physical or mental incapacity or disability, as provided by section 102D of the 1986 Act, whether or not the account holder is a shareholding or borrowing member in respect of any other accounts |
"vesting date" | the date on which all the property, rights and liabilities of the society making the transfer, except any shares in the successor company, are transferred to the successor company |
BSOG 1.2
Principal purpose of a building society and funding and lending limits
- 01/01/2007
BSOG 1.2.1
See Notes
BSOG 1.2.2
See Notes
BSOG 1.2.3
See Notes
BSOG 1.2.4
See Notes
BSOG 1.2.5
See Notes
BSOG 1.2.6
See Notes
BSOG 1.3
Constitutional matters
- 01/01/2007
Constitutional form
BSOG 1.3.1
See Notes
BSOG 1.3.2
See Notes
Fit and proper test for directors
BSOG 1.3.3
See Notes
BSOG 1.3.4
See Notes
Other requirements and guidance
BSOG 1.3.5
See Notes
BSOG 1.3.6
See Notes
BSOG 1.3.7
See Notes
BSOG 1.3.8
See Notes
BSOG 1.3.9
See Notes
BSOG 1.3.10
See Notes
BSOG 1.3.11
See Notes
BSOG 1.3.12
See Notes
BSOG 1.3.13
See Notes
BSOG 1.3.14
See Notes
Dealings with directors
BSOG 1.3.15
See Notes
Loans to directors
BSOG 1.3.16
See Notes
BSOG 1.4
Accounting records and reporting requirements
- 01/01/2007
Accounting records and systems
BSOG 1.4.1
See Notes
BSOG 1.4.2
See Notes
Reporting requirements
BSOG 1.4.3
See Notes
BSOG 1.4.4
See Notes
BSOG 1.5
Electronic communications
- 01/01/2007
BSOG 1.5.1
See Notes
BSOG 1.5.2
See Notes
BSOG 1.5.3
See Notes
BSOG 1A
Applications for the Right to Obtain Access to the Registers of Members of Building Societies
BSOG 1A.1
Introduction
- 01/01/2007
BSOG 1A.1.1
See Notes
- 01/01/2007
BSOG 1A.1.2
See Notes
- 01/01/2007
BSOG 1A.2
Registers of members
- 01/01/2007
BSOG 1A.2.1
See Notes
- 01/01/2007
BSOG 1A.2.2
See Notes
- 01/01/2007
BSOG 1A.2.3
See Notes
- 01/01/2007
BSOG 1A.2.4
See Notes
- 01/01/2007
BSOG 1A.2.5
See Notes
- 01/01/2007
BSOG 1A.3
Statutory framework
- 01/01/2007
BSOG 1A.3.1
See Notes
- 01/01/2007
BSOG 1A.3.2
See Notes
- 01/01/2007
BSOG 1A.3.3
See Notes
- 01/01/2007
BSOG 1A.3.4
See Notes
- 01/01/2007
BSOG 1A.3.5
See Notes
- 01/01/2007
BSOG 1A.3.6
See Notes
- 01/01/2007
BSOG 1A.3.7
See Notes
BSOG 1A.3.8
See Notes
- 01/01/2007
BSOG 1A.3.9
See Notes
- 01/01/2007
BSOG 1A.3.10
See Notes
- 01/01/2007
BSOG 1A.3.11
See Notes
- 01/01/2007
BSOG 1A.3.12
See Notes
- 01/01/2007
BSOG 1A.4
Making an application
- 01/01/2007
BSOG 1A.4.1
See Notes
- 01/01/2007
BSOG 1A.4.2
See Notes
- 01/01/2007
BSOG 1A.4.3
See Notes
- 01/01/2007
BSOG 1A.4.4
See Notes
- 01/01/2007
BSOG 1A.4.5
See Notes
- 01/01/2007
BSOG 1A.4.6
See Notes
- 01/01/2007
BSOG 1A.5
Considering an application
- 01/01/2007
BSOG 1A.5.1
See Notes
- 01/01/2007
BSOG 1A.5.2
See Notes
- 01/01/2007
BSOG 1A.5.3
See Notes
- 01/01/2007
BSOG 1A.5.4
See Notes
- 01/01/2007
BSOG 1A.5.5
See Notes
- 01/01/2007
BSOG 1A.5.6
See Notes
- 01/01/2007
BSOG 1A.5.7
See Notes
- 01/01/2007
BSOG 1A.5.8
See Notes
- 01/01/2007
BSOG 1A.5.9
See Notes
- 01/01/2007
A subject relating to its (the society's) affairs
BSOG 1A.5.10
See Notes
- 01/01/2007
BSOG 1A.5.11
See Notes
- 01/01/2007
BSOG 1A.5.12
See Notes
- 01/01/2007
The interests of the members as a whole
BSOG 1A.5.13
See Notes
- 01/01/2007
BSOG 1A.5.14
See Notes
- 01/01/2007
BSOG 1A.5.15
See Notes
- 01/01/2007
All the other circumstances
BSOG 1A.5.16
See Notes
- 01/01/2007
BSOG 1A.5.17
See Notes
- 01/01/2007
BSOG 1A.5.18
See Notes
- 01/01/2007
Such limitations or conditions as the Authority may think fit
BSOG 1A.5.19
See Notes
- 01/01/2007
BSOG 1A.5.20
See Notes
- 01/01/2007
BSOG 1A.6
Oral hearings
- 01/01/2007
BSOG 1A.6.1
See Notes
- 01/01/2007
BSOG 1A.6.2
See Notes
- 01/01/2007
BSOG 1A.6.3
See Notes
- 01/01/2007
BSOG 1A.6.4
See Notes
- 01/01/2007
BSOG 1A.6.5
See Notes
- 01/01/2007
BSOG 1A.6.6
See Notes
- 01/01/2007
BSOG 1A.7
Deciding an Application
- 01/01/2007
BSOG 1A.7.1
See Notes
- 01/01/2007
BSOG 1A.7.2
See Notes
- 01/01/2007
BSOG 1A.7.3
See Notes
- 01/01/2007
BSOG 1A Annex 1
Extract from the 1986 Act
- 01/01/2007
Schedule 2, paragraph 15
See Notes
Right of members to obtain particulars from the register | ||
15. (1) At any time when a building society | ||
(a) | has had its permission under Part IVof the Financial Services and Markets Act 2000 to accept deposits cancelled; | |
and | ||
(b) | has not subsequently been given such permission, | |
a member of the society shall, subject to sub-paragraph (1A) below, have the right to obtain, from the register kept under paragraph 13 above, the names and addressees of members of the society, for the purpose of communicating with them on a subject relating to the affairs of the society. | ||
(1A) Sub-paragraph (1) above shall not apply unless the member in question | ||
(a) is qualified under the rules of the society to join in a members requisition for a special meeting, or to join in nominating a person for election as a director; or | ||
(b) would be so qualified if any requirements as to length of time a person must have been a shareholding or borrowing member were omitted. | ||
(2) If, at any time not falling within sub-paragraph (1) above, a member of a building society who is qualified under the rules of the society to join in a members requisition for a special meeting, or to join in nominating a person for election as a director, makes a written application to the Authorityfor the right to obtain names and addresses from the register, the Authority | ||
(a) | if satisfied that the applicant | |
(i) requires that right for the purpose of communicating with members of the society on a subject relating to its affairs; and | ||
(ii) has not, since making the application, voluntarily ceased to be a member of the society; and | ||
(b) | having regard to the interests of the members as a whole and to all the other circumstances; | |
may direct that the applicant shall have the right to obtain from the register the names and addresses of the members for the purpose of communicating with them on that subject. | ||
(2A) The Authoritymay charge a reasonable fee for considering an application under sub-paragraph (2) above. | ||
(3) Any direction under sub-paragraph (2) above may be given subject to such limitations or conditions as the Authoritymay think fit. | ||
(4) Before giving a direction under sub-paragraph (2) above, the Authorityshall give particulars of the application to the building society and shall afford the society an opportunity of making representations with respect to the application; and the Authorityshall, if the applicant or the society so requests, afford to the applicant and to the society an opportunity of being heard by it. | ||
(5) A member entitled under this paragraph to obtain the names of members of a building society may apply in writing to the society, describing in the application the subject on which he proposes to communicate with other members of the society; and the society shall give him all necessary information as to the place or places where the register, or part of it, is kept, and reasonable facilities for inspecting the register and taking a copy of any names and addresses in the register. | ||
(6) A building society shall not be obliged to disclose to a member making an application under this paragraph any particulars contained in the register other than the names of the members and their addresses, and may construct the register in such a way that it is possible to disclose the names and addresses to inspection without disclosing any such other particulars. | ||
(7) No information obtained under sub-paragraph (1) or (2) above or this sub-paragraph and relating to a member of the society may be disclosed except | ||
(a) | with the consent of that member; or | |
(b) | in the case of information obtained under sub-paragraph (1) or (2) above, for purposes connected with the purpose mentioned in that paragraph. | |
(8) Any person who discloses information in contravention of sub-paragraph (7) above shall be liable | ||
(a) | on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine or both; and | |
(b) | on summary conviction, to a fine not exceeding the statutory maximum." |
- 01/01/2007
BSOG 1A Annex 2
Application for the right to obtain access to the register of members of a building society
- 01/01/2007
See Notes
Application for the right to obtain access to the register of members of a building society - bsog_chapter1a_ann2.pdf
- 01/01/2007
BSOG 2
Merger Procedures
BSOG 2.1
Introduction
- 01/01/2007
Purpose of this chapter
BSOG 2.1.1
See Notes
BSOG 2.1.2
See Notes
BSOG 2.1.3
See Notes
BSOG 2.1.4
See Notes
Statutory requirements
BSOG 2.1.5
See Notes
BSOG 2.1.6
See Notes
BSOG 2.1.7
See Notes
BSOG 2.1.8
See Notes
BSOG 2.1.9
See Notes
BSOG 2.1.10
See Notes
Enterprise Act 2000
BSOG 2.1.11
See Notes
The OFT has a function to obtain and review information relating to merger situations, and a duty to refer to the Competition Commission for further investigation any relevant merger situations where it believes that it is or may be the case that the merger may or may be expected to result in a substantial lessening of competition.
It is essential that any submission to the OFT is undertaken at the earliest possible opportunity since, should the OFT decide to refer a merger to the Competition Commission that would be a material fact to be disclosed in the Schedule 16 Statement, unless it is impracticable to put the matter to members until the Competition Commission has reported.
Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246)
BSOG 2.1.12
See Notes
Taxes Acts
BSOG 2.1.13
See Notes
Electronic Communications Order 2003
BSOG 2.1.14
See Notes
BSOG 2.2
Preliminary matters
- 01/01/2007
Rationale for a merger
BSOG 2.2.1
See Notes
BSOG 2.2.2
See Notes
BSOG 2.2.3
See Notes
BSOG 2.2.4
See Notes
BSOG 2.2.5
See Notes
BSOG 2.2.6
See Notes
Terms of a merger
BSOG 2.2.7
See Notes
BSOG 2.2.8
See Notes
BSOG 2.2.9
See Notes
Bonus Payments to Members
BSOG 2.2.10
See Notes
BSOG 2.2.11
See Notes
Compensation to Directors and Other Officers
BSOG 2.2.12
See Notes
More generally, societies need to consider whether any facts relevant to any director or other officer, or to any person(s) connected with them, should be disclosed where these are material to the interests of the members who are to be asked to vote on the proposed merger. In determining the amount of compensation which might be justified, the board must strike a balance between fairness to the individuals who will suffer a loss of income and the interests of the members, bearing in mind that the compensation will be at a cost either to any bonus to the members or to the reserves to be transferred to the combined society
Public announcement
BSOG 2.2.13
See Notes
BSOG 2.2.14
See Notes
BSOG 2.2.15
See Notes
Prudential issues
BSOG 2.2.16
See Notes
BSOG 2.2.17
See Notes
BSOG 2.2.18
See Notes
BSOG 2.2.19
See Notes
Direction and management
BSOG 2.2.20
See Notes
BSOG 2.2.21
See Notes
Accounting and control systems
BSOG 2.2.22
See Notes
Business plan
BSOG 2.2.23
See Notes
Financial prospects
BSOG 2.2.24
See Notes
Connected undertakings and agencies
BSOG 2.2.25
See Notes
BSOG 2.3
Information Provided To Members
- 01/01/2007
Statutory requirements
BSOG 2.3.1
See Notes
BSOG 2.3.2
See Notes
The Schedule 16 Statement
BSOG 2.3.3
See Notes
BSOG 2.3.4
See Notes
BSOG 2.3.5
See Notes
The financial position
BSOG 2.3.6
See Notes
BSOG 2.3.7
See Notes
BSOG 2.3.8
See Notes
BSOG 2.3.9
See Notes
BSOG 2.3.10
See Notes
Interests of Directors and Other Officers
BSOG 2.3.11
See Notes
BSOG 2.3.12
See Notes
Bonus Payments to Members
BSOG 2.3.13
See Notes
BSOG 2.3.14
See Notes
Other Matters
BSOG 2.3.15
See Notes
BSOG 2.3.16
See Notes
BSOG 2.3.17
See Notes
BSOG 2.3.18
See Notes
BSOG 2.3.19
See Notes
BSOG 2.3.20
See Notes
BSOG 2.3.21
See Notes
Board Rationale and Statements
BSOG 2.3.22
See Notes
BSOG 2.3.23
See Notes
BSOG 2.3.24
See Notes
BSOG 2.3.25
See Notes
BSOG 2.3.26
See Notes
The directors of Building Society and the directors of Building Society accept responsibility for the information relating to their respective societies which is contained in this document. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
BSOG 2.3.27
See Notes
Application and the Authoritys Approval
BSOG 2.3.28
See Notes
BSOG 2.3.29
See Notes
BSOG 2.3.30
See Notes
BSOG 2.4
General Meetings and Resolutions
- 01/01/2007
BSOG 2.4.1
See Notes
Resolutions and Voting Majorities
BSOG 2.4.2
See Notes
[Note: in the case of a partial transfer of engagements, in addition to the approval of the members as a whole by passage of the shareholding members resolution and borrowing members resolution described above, the society must obtain the approval of an affected shareholders resolution, which must be passed by the majority of the affected shareholders eligible to vote; that is, those shareholders in respect of whose shares it is proposed that the engagements should be transferred (Section 94(3) and (4)) of the 1986 Act. But note that the resolution must be passed by a majority of the affected members eligible to vote, not just a simple majority of those who actually do vote.]
BSOG 2.4.3
See Notes
BSOG 2.4.4
See Notes
Entitlement to Vote
BSOG 2.4.5
See Notes
BSOG 2.4.6
See Notes
BSOG 2.4.7
See Notes
BSOG 2.4.8
See Notes
BSOG 2.4.9
See Notes
BSOG 2.4.10
See Notes
BSOG 2.4.11
See Notes
BSOG 2.4.12
See Notes
BSOG 2.4.13
See Notes
Register of Members
BSOG 2.4.14
See Notes
BSOG 2.4.15
See Notes
BSOG 2.4.16
See Notes
BSOG 2.4.17
See Notes
General Meeting Arrangements
BSOG 2.4.18
See Notes
Notice of Meeting
BSOG 2.4.19
See Notes
BSOG 2.4.20
See Notes
BSOG 2.4.21
See Notes
BSOG 2.4.22
See Notes
BSOG 2.4.23
See Notes
Conduct of the Meeting
BSOG 2.4.24
See Notes
BSOG 2.4.25
See Notes
BSOG 2.4.26
See Notes
Conduct of the Voting
BSOG 2.4.27
See Notes
BSOG 2.4.28
See Notes
BSOG 2.4.29
See Notes
BSOG 2.4.30
See Notes
BSOG 2.4.31
See Notes
BSOG 2.4.32
See Notes
BSOG 2.4.33
See Notes
Ballots
BSOG 2.4.34
See Notes
Scrutineers Report
BSOG 2.4.35
See Notes
BSOG 2.4.36
See Notes
BSOG 2.4.37
See Notes
BSOG 2.4.38
See Notes
BSOG 2.4.39
See Notes
BSOG 2.4.40
See Notes
The Authoritys Discretion
BSOG 2.4.41
See Notes
BSOG 2.4.42
See Notes
BSOG 2.5
Confirmation
- 01/01/2007
BSOG 2.5.1
See Notes
BSOG 2.5.2
See Notes
BSOG 2.5.3
See Notes
The Confirmation Criteria: Statutory Provisions
BSOG 2.5.4
See Notes
BSOG 2.5.5
See Notes
Scope of the Authority's powers
BSOG 2.5.6
See Notes
BSOG 2.5.7
See Notes
Purpose of Confirmation
BSOG 2.5.8
See Notes
BSOG 2.5.9
See Notes
BSOG 2.5.10
See Notes
BSOG 2.5.11
See Notes
The First Criterion
BSOG 2.5.12
See Notes
BSOG 2.5.13
See Notes
The Second Criterion
BSOG 2.5.14
See Notes
The Third Criterion
BSOG 2.5.15
See Notes
BSOG 2.5.16
See Notes
In this section relevant requirement, with reference to this Act or the rules of a society, means a requirement of section 93 or 94 or this section or of Schedule 16 to this Act or of any rules prescribing the procedure to be followed by the society in approving or effecting an amalgamation or transfer of engagements.
The Authorityconsiders that this sub-section should be read naturally. The words prescribing the procedure to be followed by the society in approving or effecting a merger apply only to the Rules, in order to specify which of the Rules of the society are relevant requirements. They do not apply as a matter of normal construction of the sentence to the applicable provisions of this Act: nor is it necessary that they should do so, since those provisions are specified in the sub-section.
BSOG 2.5.17
See Notes
if it appears to the Authoritythat it could not have been material to the members decision about the amalgamation or transfer.
That test clearly is designed to relate to a failure to meet a procedural requirement or to some other failure which might have an effect on the voting.
BSOG 2.5.18
See Notes
BSOG 2.5.19
See Notes
Procedure
BSOG 2.5.20
See Notes
Representations
BSOG 2.5.21
See Notes
BSOG 2.5.22
See Notes
BSOG 2.5.23
See Notes
BSOG 2.5.24
See Notes
BSOG 2.5.25
See Notes
Conduct of the hearing
BSOG 2.5.26
See Notes
BSOG 2.5.27
See Notes
BSOG 2.5.28
See Notes
BSOG 2.5.29
See Notes
BSOG 2.5.30
See Notes
The Authoritys decision
BSOG 2.5.31
See Notes
BSOG 2.6
Transfer Of Engagements Under Direction
- 01/01/2007
BSOG 2.6.1
See Notes
BSOG 2.6.2
See Notes
BSOG 2.6.3
See Notes
BSOG 2.6.4
See Notes
BSOG 2.6.5
See Notes
BSOG 2.6.6
See Notes
BSOG 2.7
Registration And Dissolution
- 01/01/2007
BSOG 2.7.1
See Notes
BSOG 2.7.2
See Notes
BSOG 2.7.3
See Notes
BSOG 2.7.4
See Notes
BSOG 2.8
Timetable
- 01/01/2007
BSOG 2.8.1
See Notes
BSOG 2.8.2
See Notes
Stage 1 | Informal consultations with the Authorityssupervisory staff on both substance and timing of the proposed merger. | |
Stage 2 | Submission to the Authorityof: | |
(a) | prudential information: this should be available to the Authorityfor discussion with the society well before the Schedule 16 Statement is submitted for approval; | |
(b) | written details of the proposed terms of the merger: it will be helpful for both the societies and the Authority to be clear about these matters as soon as possible after Stage 1 and well before Stage 3 is reached. | |
Submission to the registration team, in the case of an amalgamation, of preliminary draft Rules and Memorandum, noting any unresolved issues. | ||
Stage 3 | Submission to the Authorityand, in respect of (b) below, to the Registration teamin draft of the following: | |
(a) | the Instrument of Transfer or amalgamation agreement embodying the merger terms provisionally agreed by the respective boards of directors; | |
(b) | in the case of an amalgamation, the proposed Rules and Memorandum of the successor society; | |
(c) | the Merger Document, including the Schedule 16 Statement, unless consent to proceed by way of board resolution is being sought in respect of the transferee society, together with the explanations of change, comparability and commitments referred to in paragraphs BSOG 2.3.8 G to BSOG 2.3.10 G and BSOG 2.3.27 G; | |
(d) | notice of the meeting at which the Merger Resolutions are to be moved, which may form part of (c) above; | |
(e) | the proxy voting forms to be used. | |
After examination of these drafts, the Authorityor, as the case may be, registration team staffwill return them with any comments and, if necessary, will discuss them with the societies and their advisers. Any clearance by the Authorityat this stage is provisional, and the Authoritymay seek further modification of the documents in the light of later information. Similarly, any clearance given by the registration teamis subject to review of the proofs submitted at stage 4. If the transferee society is applying for consent to proceed by way of board resolution, formal application to do so (with supporting justification) should be made to the Authorityat this stage. | ||
Stage 4 | Submission of printers proofs of the above draft documents. | |
Stage 5 | Informal clearance of near-final proofs (particularly of the Schedule 16 Statement(s)) by the Authority. Informal clearance of proof copies of Rules and Memorandum by the registration team, in the case of an amalgamation. | |
Stage 6 | Formal submission of the Schedule 16 Statement(s) for approval by the Authority. The covering letter should include a declaration on behalf of the board of the society either: | |
(a) | that there has been no material change in the financial position of the society since the date of the information provided in the Schedule 16 Statement; or | |
(b) | that there has been such a change and that it is fairly reflected in the wording of the statement. | |
This submission should be accompanied by: | ||
(c) | a certified copy of the Instrument of Transfer or amalgamation agreement as executed; | |
(d) | two copies of the final printers proof of the Schedule 16 Statement signed by the secretaries of each society; | |
(e) | a final printers proof of the complete Merger Document to be sent to members, together with any covering letter and other documents to be sent with it, including proxy voting forms; | |
(f) | an assurance from the chairman of each society that the Schedule 16 Statement is complete and that all material interests of directors and officers are disclosed in it; | |
(g) | an assurance by or on behalf of the board on systems. | |
(h) | letter of comfort from the society's external auditors when required (see paragraph BSOG 2.3.7 G); | |
(i) | confirmation that drafts submitted for approval are identical to those seen at stage 5; | |
(j) | the fee payable by each society to the Authority. | |
NB Schedule 16 Statements should not be printed for distribution to members until after Stage 7. | ||
Stage 7 | Approval by the Authorityof the Schedule 16 Statement, or the Authoritysconsent to proceed by board resolution. Approval or consent will be given by letter and one proof copy of the Schedule 16 Statement, with the certificate of approval signed on behalf of the Authority, will be returned to the society. | |
Stage 8 | Printing and circulation of documents to members in time to be received by them at least 21 days before the voting date for the meeting at which the Merger Resolutions are to be moved (see paragraphs BSOG 2.4.12 G, BSOG 2.4.19 G and BSOG 2.4.20 G). | |
Stage 9 | The meetings at which the Merger Resolutions are moved. | |
Stage 10 | If the Merger Resolutions have been passed, application to the Authorityfor confirmation and publication of notices of that application in the London and Edinburgh or Belfast Gazettes, and in other newspapers (as the Authoritydirects). The application must notify the Authorityof the specified effective date for the merger, and be accompanied by two authenticated copies of the Instrument of Transfer or amalgamation agreement. In addition, in an amalgamation, four signed copiesof the Memorandum and Rules of the successor society should be sent to the registration team. The societies must report to the Authorityon the outcome of their meetings. | |
Stage 11 | Notification by the Authorityof the time and place of the confirmation hearing, if it is necessary to hold an oral hearing. The societies should allow sufficient time before the proposed effective date for the Authorityto consider and write its decision, and in case it proves necessary to adjourn the hearing. | |
Stage 12 | Confirmation hearing and decision by the Authoritywhether to confirm the merger. | |
Stage 13 | Registration by the registration teamto give effect to the amalgamation or transfer of engagements. |
BSOG 2.8.3
See Notes
Pre Day 1 | Board Resolution to Merge Initial discussions with Authorityre timetable and prudential information Submission of terms and initial prudential information to AuthoritySubmission of draft Rules and Memorandum to registration team(amalgamations) |
Day 1 | First draft of Schedule 16 Statement and chairman's letter and notice of meetings, draft Rules and Memorandum (amalgamations) (Stage 3) |
Day 28 | Authority gives informal approval to Schedule 16 Statement, Instrument of Transfer signed (Stage 5) |
Day 35 | Formal Schedule 16 approval by the Authority(Stage 7) |
Day 35-43 | Printing, enveloping and mailing of Schedule 16 Statement and notice of meetings (Stage 8) |
Day 65-70 | Last date for receipt of proxy votes (depending on Act and Rules) |
Day 72 | SGM (Stage 9) |
Day 75 | Application to Authorityfor confirmation (Stage 10) Rules and Memorandum to registration team(amalgamations) |
Day 93 | Closing date for receipt of representations |
Day 114 | Confirmation hearing (Stage 12) |
Day 142 | Authoritys Decision on Confirmation (Stage 12) |
Day 160 | Effective Date |
BSOG 2.8.4
See Notes
BSOG 2 Annex 1
Pro forma merger document
- 01/01/2007
Pro forma merger document - bsog_chapter2_ann1.pdf
BSOG 2 Annex 2A
Publication of Notice of application to the Authority for confirmation of an amalgamation or transfer of engagements in the London, Edinburgh, or Belfast Gazettes and in any newspapers as may be directed by the Authority
- 01/01/2007
Publication of Notice of application to the Authority for confirmation of an amalgamation or transfer of engagements in the London, Edinburgh, or Belfast Gazettes and in any newspapers as may be directed by the Authority - bsog_chapter2_ann2.pdf
BSOG 2 Annex 2B
Form of application to the Authority for confirmation of an amalgamation
- 01/01/2007
Form of application to the Authority for confirmation of an amalgamation - bsog_chapter2_ann2.pdf
BSOG 2 Annex 2C
Form of application to the Authority for confirmation of transfer of engagements (transferor society)
- 01/01/2007
Form of application to the Authority for confirmation of transfer of engagements (transferor society) - bsog_chapter2_ann2.pdf
BSOG 2 Annex 2D
Form of application to the Authority for confirmation of a transfer of engagements (transferee society)
- 01/01/2007
Form of application to the Authority for confirmation of a transfer of engagements (transferee society) - bsog_chapter2_ann2.pdf
BSOG 2 Annex 3
Index to chapter 2
- 01/01/2007
BSOG 2 Annex 3
See Notes
INDEX | ||
Account Terms and Conditions: | BSOG 2.2.9G (1) to BSOG 2.2.9G (2), BSOG 2.3.17 G to BSOG 2.3.18 G | |
Accounts (Societies) | see Financial Assessments and Projections | |
Accounting Control and Inspection Systems: | BSOG 2.2.22 G | |
Accounting Policies: | Schedule 16 Statement | BSOG 2.3.9 G & BSOG 2.3.10G (3) to BSOG 2.3.10G (5) |
Affected Shareholders Resolution | BSOG 2.4.2 G | |
Amalgamation | BSOG 2.1.5 G | |
Application for Confirmation | BSOG 2.5.1 G to BSOG 2.5.3 G | |
Pro Forma Application | BSOG 2 Annex 2A | |
Schedule 16 Statement | BSOG 2.3.3 G | |
Vesting and Dissolution | BSOG 2.7.2 G to BSOG 2.7.3 G | |
Amalgamation Agreement | BSOG 2.2.7 G; BSOG 2.2.9 G; BSOG 2.3.3 G; BSOG 2.3.15 G to BSOG 2.3.21 G | |
Announcement of Merger Proposal | BSOG 2.2.13 G to BSOG 2.2.15 G | |
Application and the Authoritys Approval | Schedule 16 Statement | BSOG 2.3.28 G to BSOG 2.3.30 G |
Application for Confirmation | BSOG 2.5.1 G to BSOG 2.5.3 G | |
Pro Forma Applications | Annexes BSOG 2 Annex 2A, BSOG 2 Annex 2B and BSOG 2 Annex 2C | |
Auditors | (see Financial Assessments and Projections) | |
Authoritys Powers | Discretionary Powers | BSOG 2.4.41 G to BSOG 2.4.42 G; BSOG 2.5.4 G to BSOG 2.5.6 G |
Disputes with Members | BSOG 2.5.7 G | |
Board Resolution | BSOG 2.4.41 G to BSOG 2.4.42 G | |
Board Statements and Board Rationale | (see also Rationale for Merger) | BSOG 2.3.22 G to BSOG 2.3.27 G |
Boards Statement (or Boards Rationale) | BSOG 2.3.22 G; BSOG 2.3.25 G | |
Contractual Obligations Statement | BSOG 2.3.27 G | |
Financial Position Statement re Material Changes | BSOG 2.3.8 G | |
Merger (disclosure) Statement | BSOG 2.3.23 G | |
Responsibility Statement | BSOG 2.3.26 G | |
Board Structure | see Management Structure | |
Bonuses | Approval by Members | BSOG 2.4.4 G |
Schedule 16 Statement | BSOG 2.3.13 G to BSOG 2.3.14 G | |
Terms of a Merger | BSOG 2.2.9G (3); BSOG 2.2.10 G to BSOG 2.2.11 G | |
Borrowing Members | Mortgage Account Terms | BSOG 2.2.9G (2); BSOG 2.3.18 G |
Voting Entitlement | BSOG 2.4.9 G | |
Borrowing Members Resolution | BSOG 2.4.2G (2); BSOG 2.4.16 G; BSOG 2.4.29G (5); | |
Branch Network | BSOG 2.2.5 G | |
Business Plan | BSOG 2.2.23 G | |
Chairmans (or Boards Statement) | BSOG 2.3.22 G; BSOG 2.3.25 G | |
Compensation to Directors and Other Officers | (see also Interests of Directors and Other Officers) | |
Approval by Members | BSOG 2.1.8 G; BSOG 2.4.3 G | |
Schedule 16 Statement | BSOG 2.3.11G (2) & BSOG 2.3.12 G | |
Terms of Merger | BSOG 2.2.9G (7); BSOG 2.2.12 G | |
Competition Commission | BSOG 2.1.11 G | |
Conditions of a Merger | see Terms of a Merger | |
Confirmation | BSOG 2.5 | |
Application | BSOG 2.5.1 G to BSOG 2.5.3 G | |
Authoritys Powers | BSOG 2.5.6 G to BSOG 2.5.7 G | |
Criteria: see Confirmation Criteria | ||
Decision | BSOG 2.5.31 G | |
Hearing | BSOG 2.5.26 G to BSOG 2.5.30 G | |
Notice of Application | BSOG 2.5.1 G; BSOG 2 Annex 2A to BSOG 2 Annex 2D | |
Procedure | BSOG 2.5.20 G | |
Pro Forma Applications | Annexes BSOG 2 Annex 2A, BSOG 2 Annex 2B and BSOG 2 Annex 2C | |
Purpose of Representations: see Representations | BSOG 2.5.8 G to BSOG 2.5.11 G | |
Confirmation Criteria | BSOG 2.5.4 G to BSOG 2.5.19 G | |
First Criterion | BSOG 2.5.4G (1); BSOG 2.5.12 G to BSOG 2.5.13 G | |
Second Criterion | BSOG 2.5.4G (2); BSOG 2.5.14 G | |
Third Criterion | BSOG 2.5.4G (3); BSOG 2.5.15 G to BSOG 2.5.19 G | |
Conflicts of Interest | BSOG 2.2.16 G; BSOG 2.3.27 G | |
Connected Undertakings | BSOG 2.3.7 G; BSOG 2.3.10G (6) | |
Financial Prospects | BSOG 2.3.7 G | |
Prudential Requirements | BSOG 2.2.16 G, BSOG 2.2.25 G | |
Contractual Obligations Statement | BSOG 2.3.27 G | |
Control and Inspection Systems | BSOG 2.2.22 G | |
Decision by Authority on Confirmation | BSOG 2.5.31 G | |
Deposit Account Terms | BSOG 2.2.9G (1); BSOG 2.3.17 G | |
Directors Compensation | see Compensation to Directors and Other Officers | |
Directors Interests | (see also Compensation to Directors and Other Officers) | BSOG 2.2.9G (7); BSOG 2.3.11 G to BSOG 2.3.12 G |
Directors Responsibility Statement | BSOG 2.3.26 G | |
Disputes with Members | BSOG 2.5.7 G | |
Dissolution | BSOG 2.7 | |
Effective Date (Amalgamation) | BSOG 2.7.3 G | |
Electronic Communications Order 2003 | BSOG 2.1.14 G | |
Employment Regulations | BSOG 2.1.12 G | |
Enterprise Act 2000 | BSOG 2.1.11 G | |
Entitlement to Vote | (see Voting Entitlement) | |
Financial Prospects | Prudential Requirements | BSOG 2.2.24 G; BSOG 2.3.6 G to BSOG 2.3.10 G |
Financial Terms of a Merger | see Bonuses | |
General Meeting Arrangements | (see also Voting) | BSOG 2.4 |
Conduct of Meeting | BSOG 2.4.24 G to BSOG 2.4.26 G | |
Notice of Meeting | BSOG 2.4.19 G to BSOG 2.4.23 G | |
Postal Ballots | BSOG 2.4.34 G | |
Proxy Voting | BSOG 2.4.29 G to BSOG 2.4.33 G | |
Scrutineers Report | BSOG 2.4.35 G to BSOG 2.4.40 G | |
Voting Conduct | BSOG 2.4.27 G to BSOG 2.4.33 G | |
Hearing | BSOG 2.5.26 G to BSOG 2.5.30 G | |
Information Provided to Members | BSOG 2.3 | |
Board Statements | BSOG 2.3.22 G to BSOG 2.3.27 G | |
Application for the AuthoritysApproval | BSOG 2.3.28 G to BSOG 2.3.30 G | |
Schedule 16 Statement | BSOG 2.3.3 G to BSOG 2.3.21 G | |
Statutory Requirements | BSOG 2.3.1 G to BSOG 2.3.2 G | |
Inspection Systems | BSOG 2.2.22 G | |
Instrument of Transfer | BSOG 2.2.7 G; BSOG 2.2.9 G | |
Registration by the registration team | BSOG 2.7.4 G | |
Schedule 16 Statement | BSOG 2.3.3 G; BSOG 2.3.15 G to BSOG 2.3.21 G | |
Interests of Directors and Other Officers | (see also Compensation to Directors and Other Officers) | BSOG 2.2.9G (6); BSOG 2.3.11 G to BSOG 2.3.12 G |
Joint Shareholders and Borrowers | Voting Entitlement | BSOG 2.4.10 G |
Letter of Comfort | BSOG 2.3.7 G; BSOG 2.8.2 G (Stage 6 h) | |
Mailing of Schedule 16 Statement | BSOG 2.3.1 G; BSOG 2.4.21 G to BSOG 2.4.23 G | |
Management Structure | Prudential Requirements | BSOG 2.2.16 G; BSOG 2.2.20 G to BSOG 2.2.21 G |
Meetings | see General Meeting Arrangements | |
Membership | Records | BSOG 2.4.14 G to BSOG 2.4.17 G |
Rights (Post Merger) | BSOG 2.2.7 G; BSOG 2.3.16 G | |
Memoranda of Successor Society (for Amalgamations) | BSOG 2.2.7 G | |
Schedule 16 Statement | BSOG 2.3.3 G; BSOG 2.3.28 G | |
Registration by the registration team | BSOG 2.7.2 G | |
Merger Notification Statement | BSOG 2.6.1 G to BSOG 2.6.5 G | |
Merger (disclosure) statement | BSOG 2.3.23 G | |
Merger Document | Pro Forma Merger Document: Annex A | BSOG 2.3.4 G; BSOG 2.3.22 G; BSOG 2.3.26 G; BSOG 2.4.21 G |
Mortgage Account Terms | BSOG 2.2.9G (2); BSOG 2.3.18 G | |
Mortgage Book Quality | BSOG 2.2.5 G | |
Multiple Accounts | BSOG 2.4.11 G | |
Notice of Application for Confirmation | Pro Forma Notices of Application: Annex B | BSOG 2.5.1 G |
Notice of Meeting | BSOG 2.4.19 G to BSOG 2.4.23 G | |
Scrutineers Report | BSOG 2.4.35 G to BSOG 2.4.40 G | |
Office of Fair Trading | BSOG 2.1.11 G | |
Partial Transfer of Engagements | BSOG 2.1.5 G | |
Affected Shareholders Resolution | BSOG 2.4.2 G | |
Pension Terms | BSOG 2.2.9G (5); BSOG 2.3.20 G | |
Planning for a Merger | see Rationale for a Merger | |
Postal Ballots | BSOG 2.4.34 G | |
Proxy Voting | BSOG 2.4.29 G to BSOG 2.4.33 G; BSOG 2.4.12G (1) | |
Prudential Requirements for a Merger | BSOG 2.2.16 G to BSOG 2.2.25 G | |
Accounting, Control & Inspection Systems | BSOG 2.2.22 G | |
Business Plan | BSOG 2.2.23 G | |
Financial Prospects | BSOG 2.2.24 G | |
Management Direction | BSOG 2.2.20 G to BSOG 2.2.21 G | |
Connected Undertakings and Agencies | BSOG 2.2.25 G | |
Public Announcements | BSOG 2.2.13 G to BSOG 2.2.15 G | |
Qualifying Shareholding | BSOG 2.4.7 G | |
Qualifying Shareholding Date | BSOG 2.4.8 G | |
Rationale for a Merger | (see also Board Statements and Board Rationale) | BSOG 2.2.1 G to BSOG 2.2.6 G |
Factors for Board Consideration | BSOG 2.2.5 G to BSOG 2.2.6 G | |
Rationalisation | (see also Staff Implications) | |
Prudential Requirements | BSOG 2.2.16 G; BSOG 2.2.23 G | |
Redundancies | BSOG 2.2.9 G; BSOG 2.3.19 G | |
Register of Members | BSOG 2.4.14 G; BSOG 2.4.17 G | |
Members Access to | BSOG 2.5.7 G | |
Registration by the registration team | BSOG 2.7 | |
Representations | BSOG 2.5.21 G to BSOG 2.5.25 G | |
Resolutions | (see also Voting) | BSOG 2.4 |
Affected Shareholders Resolution | BSOG 2.4.2 G | |
Authority Discretion | BSOG 2.4.41 G to BSOG 2.4.42 G | |
Board Resolution | BSOG 2.4.41 G to BSOG 2.4.42 G | |
Borrowing Members Resolution | BSOG 2.4.2G (2); BSOG 2.4.9 G; BSOG 2.4.29G (5) | |
Compensation to Directors and Other Officers | BSOG 2.4.3 G | |
Members Approval of Bonus Payments | BSOG 2.4.4 G | |
Partial Transfer of Engagements | BSOG 2.4.2 G | |
Shareholding Members Resolution | BSOG 2.4.2G (1) | |
Special Resolutions | BSOG 2.4.1 G to BSOG 2.4.4 G | |
Responsibility Statement | BSOG 2.3.26 G | |
Rules of Successor Society (for Amalgamation) | BSOG 2.2.7 G | |
Schedule 16 Statement | BSOG 2.3.3 G; BSOG 2.3.28 G | |
Registration by the registration team | BSOG 2.7.2 G | |
Rules of Transferee Society (re Post Merger Membership Rights) | BSOG 2.2.7 G; BSOG 2.3.16 G | |
Schedule 16 Statement | see also Timetable for merger | BSOG 2.3.3 G to BSOG 2.3.21 G |
Pro Forma Statement | BSOG Annex 1 (6) | |
Account Terms and Conditions | BSOG 2.3.17 G to BSOG 2.3.18 G | |
Application and CommissionApproval | BSOG 2.3.28 G to BSOG 2.3.30 G | |
Authority Discretion | BSOG 2.4.41 G to BSOG 2.4.42 G | |
Bonus Payments to Members | BSOG 2.3.13 G to BSOG 2.3.14 G | |
Financial Position | BSOG 2.3.6 G to BSOG 2.3.10 G | |
Interests of Directors and Other Officers | BSOG 2.3.11 G to BSOG 2.3.12 G | |
Mailing of Statement | BSOG 2.3.1 G; BSOG 2.4.21 G to BSOG 2.4.23 G | |
Membership Rights | BSOG 2.3.16 G | |
Staff Implications | BSOG 2.3.19 G to BSOG 2.3.20 G | |
Scrutineers | Appointment | BSOG 2.4.35 G |
Report | BSOG 2.4.35 G to BSOG 2.4.40 G | |
Shareholders | Account Terms | BSOG 2.2.9G (1); BSOG 2.3.17 G |
Resolution | ||
Voting Entitlement | BSOG 2.4.7 G to BSOG 2.4.8 G | |
Special Resolution | BSOG 2.4.1 G to BSOG 2.4.4 G | |
Staff Implications | (see also Rationalisation) | BSOG 2.2.9G (4) to BSOG 2.2.9G (6); BSOG 2.3.19 G to BSOG 2.3.20 G |
Statutory Requirements | BSOG 2.1.5 G to BSOG 2.1.13 G | |
Confirmation Criteria | BSOG 2.5.4 G to BSOG 2.5.19 G | |
Information Provided to Members | BSOG 2.3.1 G to BSOG 2.3.2 G | |
Systems | Accounting Control and Inspection | BSOG 2.2.22 G |
Membership Records | BSOG 2.4.14 G to BSOG 2.4.17 G | |
Taxes Acts | BSOG 2.1.13 G | |
Terms of a Merger | BSOG 2.2.7 G to BSOG 2.2.12 G | |
Timetable for Merger | BSOG 2.8 | |
Transfer Document | see Merger Document | |
Transfer of Engagements | BSOG 2.1.5 G | |
Vesting and Dissolution | BSOG 2.7.4 G | |
Transfer of Engagements under Direction | BSOG 2.6 | |
Merger Notification Statement | BSOG 2.6.1 G to BSOG 2.6.5 G | |
Criteria | BSOG 2.6.6 G | |
Transfer of Undertakings (Protection of Employment) Regulations 1981 | BSOG 2.1.12 G | |
Voting | (see also Resolutions and General Meeting Arrangements) | |
Conduct | BSOG 2.4.27 G to BSOG 2.4.33 G | |
Date | BSOG 2.4.12 G | |
Entitlement: see Voting Entitlement Majorities | ||
Majorities | BSOG 2.4.1 G to BSOG 2.4.4 G | |
Voting Entitlement | BSOG 2.4.5 G to BSOG 2.4.13 G | |
Borrowers | BSOG 2.4.9 G | |
Continuity of Membership | BSOG 2.4.6 G to BSOG 2.4.7 G | |
Joint Shareholders and Borrowers | BSOG 2.4.10 G | |
Multiple Accounts | BSOG 2.4.11 G | |
Shareholders | BSOG 2.4.7 G to BSOG 2.4.8 G |
BSOG 2 Annex 4
Merger Confirmation Procedures
- 01/01/2007
BSOG 2 Annex 4.1
See Notes
4.1 | Introduction | ||
4.1.1 | G | This annex is for the guidance of those making written representations to the Authorityand/or those participating in oral confirmation hearings. It sets out the procedures which the Authority will normally follow. | |
4.1.2 | G | The 1986 Act provides that when the necessary merger resolutions have been passed the societies must obtain confirmation by the Authorityof the merger in accordance with Section 93(2) (amalgamations) or Section 94(7) (transfers of engagements) of the 1986 Act. If the Authorityconfirms the merger itwill issue a registration certificate. | |
4.1.3 | G | References to the relevant provisions of the 1986 Act are given in parenthesis in this annex. The term merger means either an amalgamation or a transfer of engagements as provided by sections 93 and 94 of the 1986 Act. | |
4.2 | The role of confirmation | ||
4.2.1 | G | The role of the confirmation procedures is limited. Section 95(3) and (4) of the 1986 Act provide that the Authoritymust confirm a transfer unless it considers that: | |
(1) | some information material to the members decision about the merger was not made available to all the members eligible to vote; or, | ||
(2) | the vote on any resolution approving the merger does not represent the views of the members eligible to vote; or, | ||
(3) | some relevant requirement of the 1986 Act or the rules of any of the societies was not fulfilled. | ||
4.2.2 | G | These are the only grounds on which the Authoritymay refuse confirmation, or direct the society to remedy any defects. It is not the Authoritysfunction to make any judgement about the merits of the proposals which the members have approved. | |
4.2.3 | G | If the Authorityfinds that there are defects, it may direct the society to take steps to remedy them. These include the calling of further meetings. If it is then satisfied that the defects have been substantially remedied, it must confirm the merger; if not, it must refuse confirmation (Section 95(6) of the 1986 Act). | |
4.2.4 | G | The Authoritymay direct that non-fulfilment of some relevant requirement of the 1986 Act or of the rules of the society is to be disregarded, if it appears to the Authoritythat the failure could not have been material to the members decision (Section 95(5)). Relevant requirement in this context means a requirement of section 93, 94 or 95 of or Schedule 16 to the 1986 Act or of any rules prescribing the procedure to be followed by the society in approving or effecting the merger (Section 95(11) of the 1986 Act). | |
4.2.5 | G | The 1986 Act provides that any accidental failure to send the notice of meeting and merger statement to any person entitled to receive them does not invalidate the proceedings at the general meeting (paragraph 22(3) of Schedule 2 to the 1986 Act). | |
4.3 | Representations to the Authority | ||
4.3.1 | G | Any interested party has the right to make representations to the Authoritywith respect to the societies applications for confirmation. They should state clearly why the person making the representations claims to be an interested party e.g. membership of the society and the matters to which the representations are directed. | |
4.3.2 | G | Written representations, or notice of a persons intention to make oral representations, or both, must be in writing. They must reach the Authorityat 25 The North Colonnade, Canary Wharf, London E14 5HSby the date quoted in the merger documentation issued to members and published in the official Gazettes and (usually) some newspapers. Persons who make written representations, but subsequently decide also to make oral representations must, nevertheless, give notice of that intention, in writing, to the Authorityby the same date (paragraphs 8 and 9 of Schedule 16 to the 1986 Act). The Authoritywill in general be prepared to use electronic rather than paper-based communication for notices and written representations if requested by the society or a prospective representer. A specific electronic address will be provided for that purpose, and some of the relevant procedures may have to be adapted accordingly. | |
4.3.3 | G | Representations or notices to the Authoritywill fall into one of the following three categories: | |
(1) | Written representations only. | ||
(2) | Written representations with notice of intention to make oral representations. | ||
(3) | Notice of intention to make oral representations only. | ||
4.3.4 | G | The Authoritywill send copies of all written representations to the society, and will afford it an opportunity to comment on them (paragraph 9 of Schedule 16 to the 1986 Act). | |
4.3.5 | G | Copies of the society's comments on representations in category 4.3.3(2) will be sent to those who made the representations so that they may concentrate their representations at oral hearings on the points which they consider to remain at issue. Persons making written representations who wish to see the society's comments must, therefore, also give notice of intention to make oral representations. Any documents referred to in the society's comments will be made available by the society for inspection at a specified place which will be notified to those making oral representations. (The society may, exceptionally, apply to put to the Authorityin confidence documents which the society considers to be commercially sensitive: the Authoritywill decide on hearing argument whether, and on what terms, to accept them as confidential). Persons in category 4.3.3(3)will be asked to inform the Authority, in advance of the hearing, of the subject and general grounds of the representations they intend to make. The Authoritywill pass this information to the society. | |
4.3.6 | G | Interested parties may join together in making collective representations and they may also appoint a person, either one of their number or another, to represent them at the hearing. They should notify the Authorityin advance if this is what they intend to do. | |
4.4 | Purpose of the hearing | ||
4.4.1 | G | The purpose of the hearing is to enable interested parties to make representations, and to enable the Authorityto make such enquiry as it considers necessary, both of the society and of those making representations, in order to reach an informed view on those aspects of the decision on confirmation to which the representations are directed. The Authoritywill examine all the representations, whether written or oral, in relation to the three statutory criteria described in paragraph 4.2.1. In the light of that examination, and consideration of all the representations and the society's response, the Authoritywill decide whether to confirm, or direct the society to correct any defects, or to refuse to confirm the merger. It is for the Authorityto decide whether the matters discussed in representations are relevant to the statutory criteria. | |
4.5 | Persons hearing the applications | ||
4.5.1 | G | The hearing will be taken by a person or persons appointed by the Authorityto hear and decide the applications on its behalf, and they will be assisted by staff of the Authority. | |
4.6 | Time and place | ||
4.6.1 | G | Hearings will normally start at about mid-morning on the day quoted in the merger documentation sent to members, and at a place which will be notified to the participants. If there are a significant number of persons wishing to make oral representations, then the hearing may extend beyond one day and may be adjourned from time to time and from place to place. | |
4.7 | Procedure at the hearing | ||
4.7.1 | G | The Authorityexpects that oral hearings will be in public. Members of the general public and the Press will be asked to wait outside at the outset of the hearing. The participants will then be asked if any of them has good reason to object to the admission of the general public (including the Press). The Press and the general public will then be admitted, within the limits of the space available, unless an objection by a participant is upheld by the Authority. However, the Authoritymay decide that parts of the hearing shall be in private if that appears to it to be desirable (for example, if representers feel it necessary to disclose their personal affairs). | |
4.7.2 | G | The procedure will be informal. While all participants will be expected to speak concisely and to avoid repetition, the Authoritywill be considerate towards those who are not professionally represented. The persons appointed to hear the applications may question the participants as the hearing proceeds. The sequence of events will be broadly as follows: | |
(1) | Any preliminary matters (such as the admission of the public or other procedural questions) will be dealt with. | ||
(2) | The person chairing the hearing on behalf of the Authoritywill introduce the proceedings. | ||
(3) | The representatives of the Societies will be invited to speak to their applications, including a description of the events at the meetings at which the merger resolutions were put to the members, a statement of the voting on the resolutions, and any other matters which they wish to introduce at that stage. | ||
(4) | The other participants will be invited to speak to their representations. Where appropriate the Authoritywould expect to call them in a list marshalled, so far as possible, by subject matter. | ||
(5) | The representatives of the society will be invited to reply to, or comment on, the points made by the other participants. | ||
(6) | The other participants will be invited to comment on the society's replies. | ||
4.7.3 | G | The above procedure may be varied according to the circumstances at the hearing, and is intended only as a guide to the probable order of events. The hearing may be adjourned if the Authorityconsiders that necessary to enable facts to be checked or additional information to be obtained. | |
4.8 | The Authority'sdecision | ||
4.8.1 | G | The Authoritywill not normally give an oral decision at the end of the hearing. The Authoritywill subsequently issue a written decision, setting out its reasons. A copy of the written decision will be sent to each of the participants in the hearing and to those who made written representations and, on request, to any other person. The decision may also be published. |
BSOG 3
Transfer Procedures
BSOG 3.1
Introduction
- 01/01/2007
The Purpose of this Chapter
BSOG 3.1.1
See Notes
BSOG 3.1.2
See Notes
BSOG 3.1.3
See Notes
BSOG 3.1.4
See Notes
Statutory Requirements
BSOG 3.1.5
See Notes
[Note: a takeover may take the form of a transfer of business of a society to a subsidiary of the society which is an existing company carrying on business as a going concern, as in the case of Halifax plc (formerly Halifax Syndicated Loans Limited).]
BSOG 3.1.6
See Notes
BSOG 3.1.7
See Notes
BSOG 3.1.8
See Notes
BSOG 3.1.9
See Notes
BSOG 3.1.10
See Notes
the Building Societies Act 1986, as amended by or under other legislation, including: | |
the Building Societies (Joint Account Holders) Act 1995 the Building Societies (Distributions) Act 1997 the Building Societies Act 1997 and the Financial Services and Markets Act 2000 (in particular by the Financial Services and Markets Act 2000 (Mutual Societies) Order 2001) and the Financial Services and Markets Act 2000 (Consequential Amendments and Repeals) Order 2001 | |
the Building Societies (Transfer of Business) Regulations 1998 (SI 1998/212) | |
Judgments of the High Court in: | |
Abbey National Building Society v The Building Societies Commission [1989] 5 BCC 259 Cheltenham & Gloucester Building Society v The Building Societies Commission [1994] 4 All ER 65, [1995] Ch 185, and [1994] 3 WLR 1238 The Building Societies Commission v Halifax Building Society and Leeds Permanent Building Society [1995] 3 All ER 193 R v The Building Societies Commission, ex parte Whitmey, unreported, 16 April 1997, Lightman J (relating to the Alliance & Leicester Confirmation Decision). | |
Building Societies Commission Confirmation Decisions on applications by: | |
Abbey National Building Society (5 June 1989) Cheltenham & Gloucester Building Society (5 July 1995) National & Provincial Building Society (3 July 1996) Alliance & Leicester Building Society (11 March 1997) Woolwich Building Society (16 May 1997) Halifax Building Society (23 May 1997) Bristol and West Building Society (9 July 1997) Northern Rock Building Society (18 July 1997) Birmingham Midshires Building Society (18 March 1999) Bradford & Bingley Building Society (28 September 2000) |
Electronic Communications Order 2003
BSOG 3.1.11
See Notes
BSOG 3.2
Preliminary Matters
- 01/01/2007
Rationale for a Transfer
BSOG 3.2.1
See Notes
BSOG 3.2.2
See Notes
BSOG 3.2.3
See Notes
BSOG 3.2.4
See Notes
Public Announcement
BSOG 3.2.5
See Notes
BSOG 3.2.6
See Notes
BSOG 3.2.7
See Notes
BSOG 3.2.8
See Notes
BSOG 3.2.9
See Notes
Prudential Issues
BSOG 3.2.10
See Notes
BSOG 3.2.11
See Notes
BSOG 3.2.12
See Notes
BSOG 3.2.13
See Notes
BSOG 3.2.14
See Notes
BSOG 3.2.15
See Notes
BSOG 3.2.16
See Notes
BSOG 3.3
Terms of a Transfer
- 01/01/2007
BSOG 3.3.1
See Notes
The Qualifying Day
BSOG 3.3.2
See Notes
BSOG 3.3.3
See Notes
Share Accounts
BSOG 3.3.4
See Notes
Statutory Cash Bonus
BSOG 3.3.5
See Notes
BSOG 3.3.6
See Notes
BSOG 3.3.7
See Notes
Distributions to Members
BSOG 3.3.8
See Notes
"Subject to subsections (2) to (10), the terms of a transfer of business by a building society to the company which is to be its successor may include provision for part of the funds of the society or its successor to be distributed among, or other rights in relation to shares in the successor conferred on, members of the society, in consideration of the transfer".
BSOG 3.3.9
See Notes
"Where, in connection with any transfer, rights are to be conferred on members of the society to acquire shares in priority to other subscribers, the right shall be restricted to those of its members who held shares in the society throughout the period of two years which expired with the qualifying day; and it is unlawful for any right in relation to shares to be conferred in contravention of this subsection"; and, in respect of a distribution of funds, Section 100(9) of the 1986 Act provides that:
"Where the successor is an existing company, any distribution of funds to members of the society, except for the distribution required by subsection (2)(b), shall only be made to those members who held shares in the society throughout the period of two years which expired with the qualifying day; and it is unlawful for any distribution to be made in contravention of the provisions of this subsection"; while, in respect of a transfer to a specially formed company, Section 100(10) of the 1986 Act provides:
"The following restrictions apply to any distribution of funds, or any conferring of rights in relation to shares, in connection with the transfer of its business from the society to its successor where the successor is a company specially formed by the society, that is to say-
(a) no distribution shall be made except that required by subsection (2)(b); and
(b) where negotiable instruments acknowledging rights to shares are issued by the successor within the period of two years beginning with the vesting date, no such instruments shall be issued to former members of the society unless they are also issued, and on the same terms, to all other members of the company;
and it is unlawful for any distribution of funds to be made in contravention of the provisions of this subsection".
BSOG 3.3.10
See Notes
BSOG 3.3.11
See Notes
Joint Share Account Holders
BSOG 3.3.12
See Notes
BSOG 3.3.13
See Notes
BSOG 3.3.14
See Notes
Trustee Account Holders
BSOG 3.3.15
See Notes
BSOG 3.3.16
See Notes
BSOG 3.3.17
See Notes
BSOG 3.3.18
See Notes
The Successor Company
BSOG 3.3.19
See Notes
BSOG 3.3.20
See Notes
BSOG 3.3.21
See Notes
BSOG 3.3.22
See Notes
BSOG 3.3.23
See Notes
Compensation For Loss of Office and Increased Emoluments
BSOG 3.3.24
See Notes
BSOG 3.3.25
See Notes
BSOG 3.3.26
See Notes
BSOG 3.3.27
See Notes
BSOG 3.4
Information provided to Members
- 01/01/2007
Statutory Requirements
BSOG 3.4.1
See Notes
The Transfer Statement
BSOG 3.4.2
See Notes
The Transfer Summary
BSOG 3.4.3
See Notes
BSOG 3.4.4
See Notes
The Transfer Document
BSOG 3.4.5
See Notes
BSOG 3.4.6
See Notes
BSOG 3.4.7
See Notes
BSOG 3.4.8
See Notes
Board Statements
BSOG 3.4.9
See Notes
BSOG 3.4.10
See Notes
"The directors of ... Building Society and the directors of ... accept responsibility for the information relating respectively to the society and the company which is contained in this document. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information".
Application and Authority Approval
BSOG 3.4.11
See Notes
BSOG 3.4.12
See Notes
BSOG 3.4.13
See Notes
BSOG 3.4.14
See Notes
BSOG 3.4.15
See Notes
"We confirm that the statutory Transfer Statement was approved at a meeting of the Board of Directors of the Society held on (..........). The Directors of the Society agreed that copies of the responsibility letter could be made available to the Financial Services Authorityin connection with this application. We also confirm that apart from the inclusion of [..........................] no other changes have been made to the statutory Transfer Statement from the Pre-Approval proof dated (.................................) handed to you on (..........................) and that no changes have been made to the Transfer Agreement from the draft dated (.......................) and handed to you on (.................................)."
"We hereby request pursuant to our application dated (.........................), that the Financial Services Authorityapproves, in accordance with paragraph 4(3) of Schedule 17 to the 1986 Act, the contents of the statutory Transfer Statement so far as they concern the prescribed matters (as defined in paragraph 1 of that Schedule) and any matter of which particulars are required to be given under paragraph 3(1)(b) of that Schedule."
BSOG 3.4.16
See Notes
BSOG 3.4.17
See Notes
BSOG 3.4.18
See Notes
A Note on Style
BSOG 3.4.19
See Notes
BSOG 3.5
General Meetings and Resolutions
- 01/01/2007
Resolutions and Voting Majorities
BSOG 3.5.1
See Notes
BSOG 3.5.2
See Notes
BSOG 3.5.3
See Notes
Notice of the Meeting
BSOG 3.5.4
See Notes
Entitlement to Vote
BSOG 3.5.5
See Notes
BSOG 3.5.6
See Notes
BSOG 3.5.7
See Notes
BSOG 3.5.8
See Notes
BSOG 3.5.9
See Notes
BSOG 3.5.10
See Notes
BSOG 3.5.11
See Notes
BSOG 3.5.12
See Notes
BSOG 3.5.13
See Notes
Register of Members
BSOG 3.5.14
See Notes
BSOG 3.5.15
See Notes
BSOG 3.5.16
See Notes
BSOG 3.5.17
See Notes
General Meeting Arrangements
BSOG 3.5.18
See Notes
Notice of Meeting
BSOG 3.5.19
See Notes
BSOG 3.5.20
See Notes
BSOG 3.5.21
See Notes
BSOG 3.5.22
See Notes
BSOG 3.5.23
See Notes
Conduct of the Meeting
BSOG 3.5.24
See Notes
BSOG 3.5.25
See Notes
BSOG 3.5.26
See Notes
Conduct of the Voting
BSOG 3.5.27
See Notes
BSOG 3.5.28
See Notes
BSOG 3.5.29
See Notes
BSOG 3.5.30
See Notes
BSOG 3.5.31
See Notes
BSOG 3.5.32
See Notes
BSOG 3.5.33
See Notes
Scrutineers' Report
BSOG 3.5.34
See Notes
BSOG 3.5.35
See Notes
BSOG 3.5.36
See Notes
BSOG 3.5.37
See Notes
BSOG 3.5.38
See Notes
BSOG 3.5.39
See Notes
BSOG 3.6
Confirmation
- 01/01/2007
BSOG 3.6.1
See Notes
BSOG 3.6.2
See Notes
BSOG 3.6.3
See Notes
The Confirmation Criteria: Statutory Provisions
BSOG 3.6.4
See Notes
BSOG 3.6.5
See Notes
Scope of the Authority's Powers
BSOG 3.6.6
See Notes
BSOG 3.6.7
See Notes
Purpose of Confirmation
BSOG 3.6.8
See Notes
BSOG 3.6.9
See Notes
BSOG 3.6.10
See Notes
BSOG 3.6.11
See Notes
The First Criterion
BSOG 3.6.12
See Notes
BSOG 3.6.13
See Notes
The Second Criterion
BSOG 3.6.14
See Notes
The Third Criterion
BSOG 3.6.15
See Notes
The Fourth Criterion
BSOG 3.6.16
See Notes
BSOG 3.6.17
See Notes
"(8) In this section "relevant requirement", with reference to this Act or the rules of a society, means a requirement of the applicable provisions of this Act or of any rules prescribing the procedure to be followed by the society in approving the transfer and its terms."
Section 97(2) in turn defines "the applicable provisions" other than Section 97 as:
"section 98, section 99, section 99A, section 100, section 101, section 102, sections 102B, 102C and 102D, paragraph 30 of Schedule 2 and Schedule 17."
It will be noted that Section 102A (joint account holders) of the 1986 Act is not an applicable provision and, thus, not a relevant requirement.
BSOG 3.6.18
See Notes
BSOG 3.6.19
See Notes
That test clearly is designed to relate to a failure to meet a procedural requirement or to some other failure which might have an effect on the voting.
BSOG 3.6.20
See Notes
BSOG 3.6.21
See Notes
Procedure
BSOG 3.6.22
See Notes
Representations
BSOG 3.6.23
See Notes
BSOG 3.6.24
See Notes
BSOG 3.6.25
See Notes
BSOG 3.6.26
See Notes
BSOG 3.6.27
See Notes
Conduct of the hearing
BSOG 3.6.28
See Notes
BSOG 3.6.29
See Notes
BSOG 3.6.30
See Notes
BSOG 3.6.31
See Notes
BSOG 3.6.32
See Notes
The Authority's decision
BSOG 3.6.33
See Notes
BSOG 3.7
Transfers under Direction
- 01/01/2007
BSOG 3.7.1
See Notes
"the members or a proportion of them would be unreasonably prejudiced by the transfer;"
(paragraph 11 of Schedule 8A to the 1986 Act).
BSOG 3.7.2
See Notes
BSOG 3.7.3
See Notes
BSOG 3.7.4
See Notes
BSOG 3.7.5
See Notes
BSOG 3.7.6
See Notes
BSOG 3.7.7
See Notes
BSOG 3.8
Notification and Dissolution
- 01/01/2007
BSOG 3.8.1
See Notes
BSOG 3.8.2
See Notes
BSOG 3.8.3
See Notes
BSOG 3.8.4
See Notes
BSOG 3.8.5
See Notes
BSOG 3.9
Timetable
- 01/01/2007
BSOG 3.9.1
See Notes
BSOG 3.9.2
See Notes
BSOG 3.9.3
See Notes
Stage 1 | Informal preliminary discussions with the Authorityand, if different, the Banking Regulator on both substance and timing of the proposed transfer. |
Stage 2 | Public announcement of the transfer proposals. The Authoritywill be ready to comment on drafts of the announcement and any supporting material, although the terms of the announcement are for the society to decide and the Authorityis not required to approve them. |
Stage 3 | Consultation with the Authorityon the outline structure of, and main features to be contained in, the Transfer Statement, and on the full specification of the proposed cash and/or share distribution scheme. |
Stage 4 | Submission to the Authorityof the prudential information described in section 3.2. |
Stage 5 | Initial application to the Authority, with the appropriate fee, for approval of a full draft of the Transfer Statement, contained within a draft Transfer Document, supported by the material described in paragraph BSOG 3.4.12 G. |
Stage 6 | Consideration by the Authority, and discussion with the society and its advisers, of the draft documents, including submission by the society of revised drafts as necessary. At this stage, the Authority'sstaff will also be ready to comment informally on draft proxy forms and other material proposed to be sent to the members with, or in advance of, the Transfer Document. By this stage also, the society ought to have undertaken any mailing to members which it thinks necessary to verify its register of members (see paragraphs BSOG 3.5.14 G to BSOG 3.5.17 G), and to notify them of the rights of Trustee Account Holders (See paragraph BSOG 3.3.18 G). |
Stage 7 | (if necessary) Further application to the Authority, with a further fee, for approval of a significantly revised Transfer Statement (see paragraph BSOG 3.4.14 G). |
Stage 8 | Production of printer's proofs of the draft documents. At this stage it will be advisable for the society to determine, perhaps by mailing to a sufficient number of staff, whether the notice and Transfer Document pack (especially if it contains the Transfer Statement) is deliverable through domestic letter boxes. |
Stage 9 | Informal indication by the Authority that it is satisfied with near-final proofs of the Transfer Statement, and the Transfer Agreement. |
Stage 10 | Formal submission to the Authorityof the final draft of the Transfer Statement, together with the supporting documents described in paragraph BSOG 3.4.15 G. |
Stage 11 | Approval by the Authorityof the Transfer Statement. One proof copy of the Statement, identified and signed on behalf of the Authority, will be returned to the society. |
Stage 12 | Printing and distribution of meeting notice and Transfer Document to members of the society in time to be received by them at least 21 days before the last date for receipt of proxy forms for the meeting at which the Transfer Resolutions are to be moved. The Authoritywould appreciate being provided with a number (to be agreed) of copies of the final printed Transfer Document and any Transfer Summary and of the Transfer Statement if printed separately for distribution on request. Although not required by the 1986 Act, one copy of each will be passed to the Registration teamto be placed on the public file of the society. |
Stage 13 | The meeting at which the Transfer Resolutions are moved. |
Stage 14 | If the Transfer Resolutions are passed, application to the Authorityfor confirmation and publication of notices of that application in the official Gazettes and newspapers. The application should be accompanied by the requisite fee and the material specified in paragraph BSOG 3.6.2 G. |
Stage 15 | Last date for receipt by the Authority of representations with respect to the applications. A minimum of four weeks should be allowed between Stages 14 and 15 and a further four weeks to Stage 16 (with extra time allowed for any public holidays which intervene). Representations will be copied to the society for its comments as and when they are received. The Authority will then require sufficient time before the hearing to consider and assess all the representations and the society's responses, and to make any further enquiries which it may think necessary. |
Stage 16 | The confirmation hearing. |
Stage 17 | Notification to the society and representers, and publication, of the Authority'sDecision. It is advisable to allow a minimum of four weeks between Stages 16 and 17, again allowing extra time for any public holidays. |
Stage 18 | Notification by the society to the Authorityof the vesting date and, if later, the date of dissolution of the society. |
Stage 19 | Vesting date and, if later - |
Stage 20 | Dissolution of the society. |
BSOG 3.9.4
See Notes
BSOG 3 Annex 1
Transfer Document
- 01/01/2007
Transfer Document - bsog_chapter3_ann1.pdf
BSOG 3 Annex 2
Pro forma
- 01/01/2007
See Notes
Pro forma - bsog_chapter3_ann2.pdf
BSOG 3 Annex 2A
Notice of Application
- 01/01/2007
Notice of Application - bsog_chapter3_ann2.pdf
BSOG 3 Annex 2B
Application to the Authority for confirmation
- 01/01/2007
Application to the Authority for confirmation - bsog_chapter3_ann2.pdf
BSOG 3 Annex 3
Index
- 01/01/2007
INDEX | ||
Abbey National Building Society | High Court Declaration | BSOG 3.1.10 G; BSOG 3.3.5 G; BSOG 3.3.10 G |
Agency Agreements | Contractual Obligations | BSOG 3.4.2G (13) |
Announcement of Transfer Proposal | BSOG 3.2.5 G to BSOG 3.2.9 G | |
Application and the Authority's Approval of Transfer Statement | BSOG 3.4.11 G to BSOG 3.4.18 G | |
Application for Confirmation | BSOG 3.6.1 G to BSOG 3.6.3 G | |
Pro Forma Application | BSOG 3 Annex 2B | |
Articles of Association of Successor Company | BSOG 3.4.15G (2) | |
Protective Provisions | BSOG 3.1.4 G to BSOG 3.1.5 G; BSOG 3.3.1 G; BSOG 3.3.19 G; BSOG 3.3.21 G; BSOG 3.4.12G (7); BSOG 3.6.5G (3); BSOG 3 Annex 1 | |
Auditors (see also Scrutineers) | BSOG 3.2.10G (2); BSOG 3.2.14 G; |