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(1) Part I of this Act shall not apply to that part of the Group’s undertaking which comprises the shipping companies.
(2) On a day appointed for the purposes of this section the securities of the shipping companies, so far as beneficially owned on that day by the Group, shall be transferred to, and by virtue of this Act vest in, the Secretary of State.
(3) An order appointing a day under subsection (2) above may make such amendments or repeals of any enactment (including an enactment contained in a local or private Act and any order, regulation or other instrument having effect by virtue of an Act) pertaining to the Group as appear to the Secretary of State to be necessary or expedient in consequence of the transfer.
(4) In this Part of this Act “securities”, in relation to a company, includes shares, debentures, bonds and other securities of the company, whether or not constituting a charge on the assets of the company.
(5) For the purposes of this Part of this Act, the shipping companies are—
Caledonian MacBrayne Limited
David MacBrayne Limited.
(6) An order appointing a day under subsection (2) above shall be made by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.
(7) Any dividends or other sums received by the Secretary of State in right of any shares held by him in any of the shipping companies shall be paid into the Consolidated Fund.
(1) As soon as practicable after the holding of any general meeting of any of the shipping companies, the Secretary of State shall lay before each House of Parliament a copy of any accounts which, in accordance with any requirement of the [1985 c. 6.] Companies Act 1985, are laid before the company at that meeting, and of any documents which are annexed or attached to any such accounts.
(2) Subsection (1) above shall have effect only as regards the accounts of such a company for any financial year in which the Secretary of State holds securities in the company.
(1) The Secretary of State may, with the approval of the Treasury, give to the Group directions requiring them to do such things as appear to the Secretary of State to be necessary or expedient in preparation for the transfer to the Secretary of State of any securities held by the Group in the shipping companies.
(2) Without prejudice to any powers conferred on them by any other enactment, the Group shall have power to do, in such manner as they think fit, anything required in pursuance of a direction under subsection (1) above.
(1) The Secretary of State may, with the consent of the Treasury, guarantee, in such manner and on such conditions as he may think fit, the repayment of the principal of, the payment of interest on and the discharge of any other financial obligation in connection with any sum which any of the shipping companies or their subsidiaries borrow from a person other than the Secretary of State.
(2) Immediately after any guarantee is given under this section the Secretary of State shall lay a statement of the guarantee before each House of Parliament, and, where any sum is issued for fulfilling such a guarantee, the Secretary of State shall, as soon as possible after the end of each financial year beginning with that in which the sum is issued and ending with that in which all liability in respect of the principal of the sum and in respect of interest thereon is finally discharged, lay before each House of Parliament a statement relating to that sum.
(3) Any sums required by the Secretary of State for fulfilling any guarantee under this section shall be paid out of money provided by Parliament.
(4) If any sums are issued in fulfillment of any guarantee given under this section to a company, that company shall make to the Secretary of State, at such times and in such manner as he may, with the consent of the Treasury, from time to time direct, payments of such amounts as he may so direct in or towards repayment of the sums so issued, and payments of interest on what is outstanding for the time being in respect of sums so issued at such rate as the Secretary of State may so direct.
(5) Any sums received by the Secretary of State under subsection (4) above shall be paid into the Consolidated Fund.
(1) Subject to subsection (2) below, the Group may provide for any related company any of the services which they have power to provide for any of their subsidiaries.
(2) The Group shall make proper commercial charges for any services provided under this section.
(3) In this section and section 12 of this Act “related company” means any company which at any time has been a subsidiary of the Group.
(1) The Secretary of State may make such orders under section 74 of the 1962 Act (power to make provision about pensions in the nationalised transport industry) in relation to related companies as he could make if those companies were subsidiaries of the Group.
(2) In exercising, with respect to any pension scheme, the powers conferred by this section, the Secretary of State shall take into account any representations made by the persons administering the scheme.
(3) Except on the application of a related company, no order shall be made by virtue of this section which has the effect of placing the related company or any of its subsidiaries in any worse position; but, for the purposes of this subsection, a related company or a subsidiary shall not be regarded as being placed in a worse position because an order provides that any changes in a pension scheme are not to be effected without the consent of the Secretary of State.
(4) Any order such as is mentioned in subsection (3) above which is made otherwise than on the application of the related company shall not be invalid because it does not have the effect of securing that the related company and its subsidiaries are not placed in any worse position, but, except in so far as the related company approves the effect of the order, the Secretary of State shall as soon as may be make the necessary amending order.
(5) Subsections (3) and (4) above have effect only in relation to orders made after such day as may be appointed for the purposes of this section by order made by statutory instrument made by the Secretary of State, and different days may be so appointed in relation to different related companies.
(6) Where an order (the “first order”) applying to a related company has been made under the said section 74 and at the time when it was made the related company was a subsidiary of the Group, the order shall not apply to the related company when it ceases to be such a subsidiary except where an order made (at any time) by virtue of this section provides for the first order to continue to apply to the related company.
(7) An order made by virtue of this section may, in particular, authorise the Group or any of its subsidiaries—
(a) to transfer liabilities under a pension scheme in relation to some (but not all) of the participants in that scheme to another pension scheme; and
(b) to divide or apportion a pension fund held for the purposes of the first-mentioned scheme between that scheme and the other scheme.
(8) In this section “participant”, in relation to a scheme, means—
(a) in relation to a scheme under which benefits are or will be receivable as of right, a person who has pension rights under the scheme (whether he has contributed or not); and
(b) in relation to a scheme under which benefits are not or will not be receivable as of right, a person who (whether he is referred to in the scheme as a member, contributor or otherwise) has contributed under the scheme and has pension rights under it.
(1) The Secretary of State may from time to time give directions to the Group requiring the Group to make to him, out of the net proceeds of any disposals made in pursuance of the disposal programme, payments of such amount, at such times and by such methods, as may be specified in the directions.
(2) Sums received under subsection (1) above shall be paid into the Consolidated Fund.
(3) Any agreement or arrangements entered into by the Group or any subsidiary of theirs in connection with any disposal made in pursuance of the disposal programme may, with the approval of the Secretary of State, include provision—
(a) for the maintenance to any extent of any concession, benefit or privilege enjoyed by—
(i) any person who is or has been employed by the Group (or any subsidiary of theirs); or
(ii) a member of such a person’s family; or
(b) for the making of any payment or the provision of any other concession, benefit or privilege in compensation for the loss, reduction or limitation of that concession, benefit or privilege;
and the Group may make payments to any person in pursuance of or for the purpose of securing any such provision.
(4) Without prejudice to the generality of section 1(2)(b) of this Act, the arrangements there mentioned may include provision for the making by the Group of payments in compensation for any loss, reduction or limitation of any such concession, benefit or privilege as is mentioned in subsection (3) above to the extent that provision in respect of the loss, reduction or limitation is not made by virtue of that subsection.
(1) When it appears to the Secretary of State—
(a) that the principal elements of the disposal programme have been implemented; and
(b) that the shipping companies have been transferred under section 7 of this Act,
the Secretary of State may by order made by statutory instrument provide for the dissolution of the Group.
(2) Any such order may provide for the disposal of any remaining property, rights or liabilities of the Group, and may contain such supplementary, incidental and consequential provisions as may appear to the Secretary of State to be necessary or expedient.
(3) Without prejudice to the generality of subsection (2) above, any such order may in particular make provision—
(a) for the preparation by such person or persons as may be specified in the order of a statement or statements of the Group’s accounts for the period from the end of that dealt with in the last annual statement of accounts sent by the Group to the Secretary of State under section 24(3) of the 1962 Act down to the date of the dissolution of the Group;
(b) for the auditing of any such statement of accounts;
(c) for the making to the Secretary of State by such person or persons as may be specified in the order of a report or reports on the exercise and performance by the Group of their functions during any period not dealt with in the reports made by the Group under section 27(8) of the 1962 Act;
(d) making such amendments or repeals of any provision of the 1962 Act or the 1968 Act or of this Act or any other enactment (including an enactment contained in any local or private Act and any order, regulation or other instrument having effect by virtue of an Act) as appear to the Secretary of State to be required in consequence of the dissolution of the Group.
(4) The Secretary of State may with the approval of the Treasury—
(a) pay to any person upon whom duties are imposed by virtue of subsection (3)(a) to (c) above such remuneration, and such allowances in respect of expenses, as the Secretary of State may with the agreement of the Treasury determine; and
(b) incur expenditure in doing any other thing that falls to be done in preparation for or in connection with the dissolution of the Group.
(5) On the dissolution of the Group, any sums received by the Secretary of State in consequence of the dissolution shall be paid into the Consolidated Fund.
(1) It shall be the duty of the Group to give effect to any directions given to them by the Secretary of State under this Act.
(2) Any direction given by the Secretary of State under any provision of this Act may be varied or revoked by a subsequent direction given under that provision.
(3) Any direction given by the Secretary of State under this Act shall be in writing.
In this Act, unless the context otherwise requires—
“the 1962 Act” means the [1962 c. 46.] Transport Act 1962;
“the 1968 Act” means the [1968 c. 73.] Transport Act 1968;
“company” means a body corporate;
“the disposal programme” has the meaning given by section 1(4) of this Act;
“employees' share scheme” means a scheme for encouraging or facilitating the holding of shares or debentures in a company by or for the benefit of—
(a) the bona fide employees or former employees of the company or of a subsidiary of the company; or
(b) the wives, husbands, widows, widowers or children or step-children under the age of 18 of such employees or former employees;
“equity share capital” has the meaning given in the [1985 c. 6.] Companies Act 1985;
“the Group” has the meaning given by section 1(1) of this Act;
“subsidiary” means, in relation to a body corporate, a body corporate which is a subsidiary of the first-mentioned body corporate as defined by section 736 of the Companies Act 1985 (taking references in that section to a company as being references to a body corporate).
The following are authorised by this section—
(a) the payment out of money provided by Parliament of any expenditure incurred by the Secretary of State under section 14(4) of this Act;
(b) any increase attributable to this Act in payments out of money so provided under any other enactment.
(1) This Act may be cited as the Transport (Scotland) Act 1989.
(2) This Act, except this section, shall come into force at the end of the period of two months after the day on which it is passed.
Transport (Scotland) Act 1989