Office of Public Sector Information
(1) The Board shall have power to form, or take part in forming, companies—
(a) for the purposes of the Board’s business;
(b) for the purpose of facilitating the disposal of—
(i) the whole or any part of the undertaking, or any property, rights or liabilities, of the Board or of any wholly owned subsidiary of the Board; or
(ii) without prejudice to the generality of sub-paragraph (i) above, any securities of any subsidiary of the Board;
(c) for the purpose of facilitating the performance by the Franchising Director of his functions under sections 23 to 36 above;
(d) for such other purposes as may be specified by the Secretary of State in a direction to the Board.
(2) The Secretary of State may, after consultation with the Board, direct the Board to exercise any power conferred by paragraph (a), (b), (c) or (d) of subsection (1) above; and, if he so directs, he may also give the Board directions with respect to—
(a) the nature and objects of the company which is to be formed;
(b) the manner in which, and time within which, it is to be formed.
(3) The Board shall not exercise any power conferred by subsection (1) above, except—
(a) in the case of the power conferred by paragraph (a), with the consent of, or pursuant to a direction given under subsection (2) above by, the Secretary of State; or
(b) in any other case, pursuant to such a direction.
(4) Each of the powers conferred on the Board by this section—
(a) is in addition to, and not in derogation from, any other powers of the Board; and
(b) relates only to the capacity of the Board as a statutory corporation;
and nothing in this section shall be construed as authorising the disregard by the Board of any enactment or rule of law.
(1) The Board shall have power to make schemes for the transfer of the whole or any part of the undertaking, or any property, rights or liabilities, of—
(a) the Board,
(b) any wholly owned subsidiary of the Board,
(c) any publicly owned railway company,
(d) the Franchising Director, or
(e) any company which is wholly owned by the Franchising Director,
to any other person falling within paragraphs (a) to (e) above or to a franchise company.
(2) In relation to the transfer or disposal (or the proposed transfer or disposal) of the whole or any part of an undertaking, any reference in this Part to property, rights or liabilities includes a reference to the undertaking or part (and, accordingly, to the property, rights and liabilities comprised in that undertaking or part).
(3) The powers conferred on the Board by subsection (1) above shall only be exercisable—
(a) for the purposes of the Board’s business, or to facilitate a disposal in the ordinary course of that business;
(b) for the purpose of effecting or facilitating the disposal of such property, rights or liabilities as the Secretary of State may direct; or
(c) for the purpose of facilitating the performance by the Franchising Director of his functions under sections 23 to 36 above,
and paragraph (a) above accordingly applies only in relation to transfers between the Board and any of its wholly owned subsidiaries or between two or more of its wholly owned subsidiaries.
(4) The Secretary of State may, after consultation with the Board, direct the Board to exercise any power conferred by subsection (1) above; and, if he does so, he may also give the Board directions with respect to—
(a) the manner in which, and time within which, the power is to be exercised;
(b) the property, rights or liabilities to be transferred;
(c) the person to whom the transfer is to be made.
(5) The Board shall not exercise the power conferred by subsection (1) above—
(a) for a purpose falling within paragraph (a) of subsection (3) above, except with the consent of, or pursuant to a direction given under subsection (4) above by, the Secretary of State; or
(b) for a purpose specified in paragraph (b) or (c) of subsection (3) above, except pursuant to such a direction.
(6) Subject to the following provisions of this Part, on the day on which a scheme under subsection (1) above comes into force (in this Part referred to as the “transfer date”) the property, rights and liabilities affected by the scheme shall, subject to section 97 below, be transferred and vest by virtue of, and in accordance with, the scheme.
(7) Each of the powers conferred on the Board by this section—
(a) is in addition to, and not in derogation from, the other powers so conferred and the other powers of the Board; and
(b) relates only to the capacity of the Board as a statutory corporation;
and nothing in this section shall be construed as authorising the disregard by the Board of any enactment or rule of law.
(8) In this Part, “franchise company” means any body corporate which is, or is to be, the franchisee or the franchise operator under a franchise agreement.
(9) Expressions used in subsection (8) above and in Part I above have the same meaning in that subsection as they have in that Part.
(1) The Franchising Director shall have power to make schemes for the transfer, at or after the end of the franchise period, of property, rights and liabilities which, immediately before the end of that period, are for the time being designated as franchise assets for the purposes of the franchise agreement in question to—
(a) the Franchising Director;
(b) a company which is wholly owned by the Franchising Director; or
(c) a franchise company.
(2) In the following provisions of this section—
(a) the “transferor” means the person from whom any such property, rights or liabilities as are mentioned in subsection (1) above are transferred by a scheme under this section; and
(b) the “transferee” means the person to whom any such property, rights or liabilities are so transferred.
(3) Subject to any contrary agreement or arrangements which may be made between the transferor and the transferee, where any property, rights or liabilities are transferred by a scheme under this section, there shall be paid by the transferee to the transferor or, as the case may require, by the transferor to the transferee, on the day on which the scheme comes into force such sums as may be specified in, or determined in accordance with, the franchise agreement mentioned in subsection (1) above.
(4) Subject to the following provisions of this Part, on the day on which a scheme under this section comes into force, the property, rights and liabilities affected by the scheme shall, subject to section 97 below, be transferred and vest by virtue of and in accordance with the scheme.
(5) Except as otherwise provided by this Act—
(a) any reference in this Act to a “transfer scheme” shall be taken as including a reference to a scheme under this section;
(b) in the application of any provision of this Act in relation to a scheme under this section, any reference to the “transfer date” shall be taken as a reference to the date on which the scheme comes into force.
(6) In this section “franchise agreement”, “franchise period” and “designated as franchise assets” have the same meaning as they have in Part I above.
(7) Any sums required by the Franchising Director for the purpose of making payments in respect of property, rights or liabilities transferred by a scheme under this section shall be paid by the Secretary of State out of money provided by Parliament.
(8) Any sums received by the Franchising Director in respect of property, rights or liabilities so transferred shall be paid into the Consolidated Fund.
(1) The Secretary of State may by order transfer any functions of the Board under section 85 above to himself or to the Franchising Director.
(2) An order under this section may provide for the transfer of the function in question for all purposes or for such purposes as may be specified in the order.
(3) Where any function is transferred to the Franchising Director under this section, the Secretary of State may, after consultation with the Franchising Director, direct the Franchising Director to exercise the function by making a scheme for the transfer of an undertaking or part of an undertaking, or any property, rights or liabilities, to a publicly owned railway company, a company wholly owned by the Franchising Director or a franchise company; and, if the Secretary of State gives such a direction, he may also—
(a) give the Franchising Director directions with respect to any matter specified in paragraph (a), (b) or (c) of section 85(4) above; or
(b) if the transfer is directed to be made to a publicly owned railway company which has not yet been formed, direct the Franchising Director to form, or take part in forming, a company for the purpose.
(4) In relation to any function transferred to the Franchising Director under this section, subsection (3) above shall have effect in substitution for subsection (4) of section 85 above and any reference in this Act to a direction under the said subsection (4) shall be construed accordingly.
(5) An order under this section may make such modifications of this Part as may be consequential upon, or incidental or supplemental to, the transfer effected by the order.
(1) Where the Secretary of State gives the Board directions—
(a) under section 84 above, with respect to the formation of a wholly owned subsidiary of the Board, and
(b) under section 85 above, with respect to the making of a scheme for the transfer of anything to that wholly owned subsidiary,
the wholly owned subsidiary of the Board shall remain such until the transfer under the scheme has taken effect.
(2) Where the Secretary of State gives the Board directions under section 85 above with respect to the making of a scheme for the transfer of anything to a company which is wholly owned by the Crown, that company shall remain wholly owned by the Crown until the transfer under the scheme has taken effect.
(3) Where the Secretary of State gives the Franchising Director directions under or by virtue of section 87 above with respect to the making of a scheme for the transfer of anything to a publicly owned railway company, that company shall remain a publicly owned railway company until the transfer under the scheme has taken effect.
(4) Where a wholly owned subsidiary of the Board is formed pursuant to a direction under section 84 above, none of the following persons, that is to say, the Board, any wholly owned subsidiary of the Board or any person acting on behalf of the Board or its wholly owned subsidiaries, shall dispose of any interests in that subsidiary except—
(a) with the consent of the Secretary of State and subject to compliance with such conditions (if any) as he may impose in connection with that consent; or
(b) pursuant to a direction of the Secretary of State under subsection (6) below or section 89 below.
(5) None of the following persons, that is to say, the Franchising Director, any company which is wholly owned by the Franchising Director or any person acting on behalf of the Franchising Director or any such company, shall dispose of any interests in a company which is wholly owned by the Franchising Director except—
(a) with the consent of the Secretary of State and subject to compliance with such conditions (if any) as he may impose in connection with that consent; or
(b) pursuant to a direction of the Secretary of State under subsection (7) below.
(6) The Secretary of State may at any time direct the Board to transfer, or arrange for there to be transferred, to him or such other person as may be specified in the direction any interests in a company so specified, being a wholly owned subsidiary of the Board formed pursuant to a direction under section 84 above, which are for the time being held by or on behalf of the Board.
(7) The Secretary of State may at any time direct the Franchising Director to transfer, or arrange for there to be transferred, to the Secretary of State or such other person as may be specified in the direction any interests in any company so specified which are for the time being held by the Franchising Director, any company which is wholly owned by the Franchising Director or any person acting on behalf of the Franchising Director or any such company.
(8) Where the Secretary of State gives a direction under subsection (6) or (7) above, it shall be the duty of the Board or, as the case may be, the Franchising Director to secure that the interests in question are transferred in accordance with the terms of the direction in such manner, and on or before such date, as may be specified for the purpose in the direction, and notwithstanding any duty imposed upon the Board by section 3(1) of the [1962 c. 46.] Transport Act 1962.
(1) If the Secretary of State, after consultation with the Board, so directs, the Board shall dispose or secure the disposal (whether by way of sale, lease or exchange and, if by way of sale or lease, whether for nominal or valuable consideration) of—
(a) the whole or any part of the undertaking, or any property, rights or liabilities, of the Board or of any wholly owned subsidiary of the Board; or
(b) without prejudice to paragraph (a) above, any securities of any subsidiary of the Board which are held by or on behalf of the Board or any other subsidiary of the Board.
(2) The directions that may be given under this section by the Secretary of State include directions specifying—
(a) the manner in which, and time within which, the disposal is to be effected;
(b) that which is to be disposed of;
(c) the person to whom the disposal is to be made.
(3) No disposal shall be made by the Board, or by any subsidiary of the Board, in pursuance of a direction under this section except with the consent of the Secretary of State and subject to compliance with such conditions (if any) as he may impose in connection with that consent.
(4) The powers of disposal conferred on the Board by virtue of this section are in addition and without prejudice to those conferred by section 14(1)(e) of the [1962 c. 46.] Transport Act 1962 (power to dispose of any part of the Board’s undertaking, or any property, no longer required for the purposes of the Board’s business) which shall accordingly also continue to be exercisable by the Board.
(5) In section 27 of the [1962 c. 46.] Transport Act 1962, in subsection (4) (which provides that the Secretary of State may direct the Board and the British Waterways Board to discontinue any of their activities, dispose of any part of their undertaking, dispose of any assets held by them, call in any loan made by them or exercise any power they may possess to revoke any guarantees given by them) the words “dispose of any part of their undertaking, dispose of any assets held by them” shall cease to have effect in so far as relating to the Board.
(1) The Secretary of State may, after consultation with the Board, give directions to the Board with respect to the exercise of any rights conferred on the Board by the holding of interests in companies.
(2) A direction under subsection (1) above may be general in character or may relate to the manner in which such rights as are mentioned in that subsection are to be exercised in a particular case.
(3) In section 27 of the [1962 c. 46.] Transport Act 1962, in subsection (1) (which provides that the Secretary of State may give general directions to the Board as to the exercise and performance of their functions in relation to matters appearing to him to affect the national interest, including the exercise of rights conferred by the holding of interests in companies) the words “(including the exercise of rights conferred by the holding of interests in companies)” shall cease to have effect so far as relating to the Board.
(4) Subsection (5) of that section (which provides that the Secretary of State may, after consultation with the Board, direct the Board to exercise control over a subsidiary of the Board so as to require the subsidiary to discontinue any of their activities, dispose of any part of their undertaking, dispose of any assets held by them, call in any loan made by them or exercise any power they may possess to revoke any guarantees given by them) shall cease to have effect so far as relating to the Board.
(1) A transfer scheme may—
(a) define the property, rights and liabilities to be transferred to the transferee—
(i) by specifying or describing the property, rights and liabilities in question;
(ii) by referring to all (or all but so much as may be excepted) of the property, rights and liabilities comprised in a specified part of the transferor’s undertaking; or
(iii) partly in the one way and partly in the other;
(b) provide that any rights or liabilities specified or described in the scheme shall be enforceable either by or against the transferor or transferee (or both of them);
(c) impose on the transferor or transferee an obligation to enter into such written agreements with, or execute such other instruments in favour of, the transferor or transferee or such other person as may be specified in the scheme;
(d) make such supplemental, incidental, consequential or transitional provision as the maker of the scheme considers appropriate.
(2) An obligation imposed by a provision included in a transfer scheme by virtue of paragraph (c) of subsection (1) above shall be enforceable by civil proceedings by the transferor or transferee or other person mentioned in that paragraph for an injunction or for interdict or for any other appropriate relief or remedy.
(3) A transaction of any description which is effected in pursuance of such a provision as is mentioned in subsection (2) above—
(a) shall have effect subject to the provisions of any enactment which provides for transactions of that description to be registered in any statutory register; but
(b) subject to that, shall be binding on all other persons, notwithstanding that it would, apart from this subsection, have required the consent or concurrence of any other person.
(4) No right of reverter (or corresponding right in Scotland), right of pre-emption, right of forfeiture, right of re-entry, right of irritancy, option or similar right affecting land shall operate or become exercisable as a result of any transfer of land—
(a) by virtue of a transfer scheme;
(b) by or under an agreement or instrument made or executed pursuant to any provision of Schedule 8 to this Act or pursuant to any directions given, or requirement imposed, under that Schedule; or
(c) pursuant to an obligation imposed by a provision included in a transfer scheme by virtue of paragraph (c) of subsection (1) above;
and, without prejudice to paragraph 8 of Schedule 8 to this Act, any such right or option shall accordingly have effect in the case of any such transfer as if the transferee in relation to that transfer were the same person in law as the transferor and as if no transfer of the land had taken place.
(5) Subsection (4) above shall have effect in relation to—
(a) the grant or creation of an estate or interest in, or right over, land, or
(b) the doing of any other thing in relation to land,
as it has effect in relation to a transfer of land; and any reference in that subsection or in the following provisions of this section to the transferor or the transferee shall be construed accordingly.
(6) In any case where—
(a) any such right or option as is mentioned in subsection (4) above would, apart from that subsection, have operated in favour of, or become exercisable by, a person, but
(b) the circumstances are such that, in consequence of the operation of that subsection, the right or option cannot subsequently operate in favour of that person or, as the case may be, become exercisable by him,
such compensation as may be just shall be paid to him by the transferor or the transferee (or by both) in respect of the extinguishment of the right or option.
(7) Any dispute as to whether any, and (if so) how much, compensation is payable under subsection (6) above, or as to the person to or by whom it shall be paid, shall be referred to and determined by—
(a) an arbitrator appointed by the President for the time being of the Royal Institution of Chartered Surveyors; or
(b) where the proceedings are to be held in Scotland, an arbiter appointed by the Lord President of the Court of Session; or
(c) where the proceedings are to be held in Northern Ireland, an arbitrator appointed by the Lord Chancellor.
(8) If it appears to the transferor that a person is or may be entitled to compensation under subsection (6) above, he shall—
(a) notify that person that he is or may be so entitled, and
(b) invite him to make such representations as he wishes to the transferor not later than fourteen days after the date of issue of the document containing the notification required by paragraph (a) above,
or, if the transferor is not aware of the name and address of the person concerned, shall publish, in such manner as he considers appropriate, a notice containing information about the interest affected and inviting any person who thinks that he is or may be entitled to compensation to make such representations to the transferor within such period (being not less than 28 days from the date of publication of the notice) as may be specified in the notice.
(1) A transfer scheme may provide that any functions of the transferor under a statutory provision—
(a) shall be transferred to the transferee;
(b) shall be concurrently exercisable by two or more transferees; or
(c) shall be concurrently exercisable by the transferor and one or more transferees.
(2) Subsection (1) above applies in relation to any function under a statutory provision if and to the extent that the statutory provision—
(a) relates to any part of the transferor’s undertaking, or to any property, which is to be transferred by the scheme; or
(b) authorises the carrying out of works designed to be used in connection with any such part of the transferor’s undertaking or the acquisition of land for the purpose of carrying out any such works.
(3) Subsection (1) above does not apply to any function of the Board or of any of the Board’s subsidiaries under any provision of this Act or of—
(a) the [1962 c. 46.] Transport Act 1962;
(b) the [1968 c. 73.] Transport Act 1968;
(c) section 4 of the [1974 c. 48.] Railways Act 1974; or
(d) sections 119 to 124 of the [1985 c. 67.] Transport Act 1985.
(4) A transfer scheme may define any functions of the transferor to be transferred or made concurrently exercisable by the scheme in accordance with subsection (1) above—
(a) by specifying the statutory provisions in question;
(b) by referring to all the statutory provisions (except those specified in subsection (3) above) which—
(i) relate to any part of the transferor’s undertaking, or to any property, which is to be transferred by the scheme, or
(ii) authorise the carrying out of works designed to be used in connection with any such part of the transferor’s undertaking or the acquisition of land for the purpose of carrying out any such works; or
(c) by referring to all the statutory provisions within paragraph (b) above, but specifying certain excepted provisions.
(5) In this section “statutory provision” means a provision whether of a general or of a special nature contained in, or in any document made or issued under, any Act, whether of a general or a special nature.
(1) Schemes may be made—
(a) assigning such qualifying employees, or qualifying employees of such a class or description, as may be specified in the scheme to such part of their employer’s undertaking as may be so specified;
(b) modifying the terms and conditions of employment of those employees; and
(c) providing for the payment of compensation to any of those employees by his employer in respect of any overall detriment incurred by the employee in consequence of any modifications made by the scheme to his terms and conditions of employment.
(2) A scheme shall be made only for the purpose of facilitating, or otherwise in contemplation of, or in connection with,—
(a) the disposal of the undertaking, or part of the undertaking, of the Board or of a wholly owned subsidiary of the Board;
(b) the transfer, by virtue of a transfer scheme, of any property, rights or liabilities—
(i) from the Board or a wholly owned subsidiary of the Board to any such subsidiary or to a publicly owned railway company or a company wholly owned by the Franchising Director; or
(ii) from a company wholly owned by the Franchising Director to another such company;
(c) the provision of railway passenger services, or the operation of additional railway assets, under a franchise agreement, in circumstances where a previous franchise agreement relating to the provision of those services or the operation of those assets comes, or has come, to an end;
(d) the performance of any duty imposed on the Franchising Director by any provision of Part I above to secure—
(i) the provision of any railway passenger services;
(ii) the operation of any network or part of a network;
(iii) the operation of any station or light maintenance depot, or any part of a station or light maintenance depot; or
(e) the exercise of the power conferred on the Franchising Director by section 30 above to secure the operation of any additional railway assets.
(3) The power to make a scheme shall be exercisable—
(a) by the Board, in respect of employees of the Board or of any wholly owned subsidiary of the Board; or
(b) by the Franchising Director, in respect of employees of any company which is wholly owned by the Franchising Director.
(4) Where a scheme modifies the terms and conditions of employment of any person, the person’s terms and conditions of employment after the modification takes effect must overall, and taking account of the amount or value of any compensation payable to him by virtue of subsection (1)(c) above in respect of any such detriment as is there mentioned, be no less favourable to him than his terms and conditions of employment before the modification takes effect.
(5) The duty imposed on an employer by section 4 of the [1978 c. 44.] Employment Protection (Consolidation) Act 1978 (requirement for written statement in respect of certain changes relating to an employee’s employment) shall extend to all of the modifications made by a scheme to a qualifying employee’s terms and conditions of employment, as if those modifications were changes required to be dealt with in a written statement under that section.
(6) If any qualifying employee whose terms and conditions of employment are modified by a scheme is aggrieved—
(a) at the provisions made by the scheme with respect to the payment of compensation, so far as applicable in his case, or
(b) at the fact that the scheme does not make any such provision,
he may make a written complaint to the maker of the scheme not later than twelve weeks after the date of issue of the written statement required by section 4 of the [1978 c. 44.] Employment Protection (Consolidation) Act 1978 in consequence of the modifications made by the scheme in the qualifying employee’s terms and conditions of employment.
(7) Any complaint under subsection (6) above shall be referred to, and determined by, such arbitrator as may be agreed by the qualifying employee and the person to whom the complaint was made or, at the request of either of them, by a panel of three arbitrators appointed by the Secretary of State and consisting of—
(a) a person who appears to the Secretary of State to be representative of employers in the railway industry;
(b) a person who appears to the Secretary of State to be representative of employees in the railway industry; and
(c) an independent chairman.
(8) A scheme may make such incidental, consequential, supplemental or transitional provision as appears necessary or expedient to the person making the scheme.
(9) A scheme may make different provision for different qualifying employees or for qualifying employees of different classes or descriptions.
(10) A scheme shall not come into force unless it has been approved by the Secretary of State or until such date as the Secretary of State may, after consultation with the maker of the scheme, specify for the purpose in giving his approval.
(11) In the application of this section in relation to Scotland, any reference to an arbitrator shall be taken as a reference to an arbiter.
(12) In the application of this section to Northern Ireland, for any reference to section 4 of the [1978 c. 44.] Employment Protection (Consolidation) Act 1978 there shall be substituted a reference to section 4(4) to (6B) of the [1965 c. 19 (N.I.).] Contracts of Employment and Redundancy Payments Act (Northern Ireland) 1965.
(13) In this section—
“qualifying employee”, in the case of any scheme, means a person who, immediately before the coming into force of that scheme—
is an employee of—
the Board;
a wholly owned subsidiary of the Board; or
a company which is wholly owned by the Franchising Director; and
is not assigned solely to duties in that part of his employer’s undertaking to which he is, or is to be, assigned by that scheme;
“scheme” means a scheme under this section;
and expressions used in this section and in Part I above have the same meaning in this section as they have in that Part.
(1) This section applies where any property, rights or liabilities are transferred by virtue of a transfer scheme between—
(a) the Board and any company which, at the time of the transfer, is either—
(i) a wholly owned subsidiary of the Board; or
(ii) wholly owned by the Crown; or
(b) any two companies which, at the time of the transfer, fall within paragraph (a) above.
(2) Where this section applies, the transfer scheme may state—
(a) the value at which any asset transferred to the transferee by virtue of the scheme is to be entered in the opening accounts of the transferee; or
(b) the amount at which any liability so transferred is to be entered in those accounts.
(3) The value or amount (if any) stated by virtue of subsection (2) above shall be—
(a) in a case where the whole of the asset or liability in question is transferred by the transfer scheme, the value or amount at which the asset or liability appeared in the last full accounts of the transferor, or
(b) in a case where part only of the asset or liability is so transferred, such part of the value or amount at which the asset or liability appeared in the last full accounts of the transferor as may be determined by or in accordance with the transfer scheme,
unless the maker of the transfer scheme considers that some other amount or value is appropriate in all the circumstances of the case, in which case the amount or value stated by virtue of subsection (2) above shall be that other amount or value.
Railways Act 1993