SCHEDULES
C3SCHEDULE 16 Mergers: Supplementary Provisions
C2Part II Notification of Proposals for Merger
Sch. 16 Pt. II (paras. 2–6) excluded by S.I. 1986/2169, art. 10
Preliminary
2
In this Part of this Schedule—
“merger” means an amalgamation of building societies under section 93 or a transfer of all the engagements of one building society to another under section 94; and “merger” has a corresponding meaning;
C1“merger proposal”, in relation to a building society, means a proposal in writing, by another building society desiring to merge with it, for the societies to merge, with or without terms for the merger; and “proposer” has a corresponding meaning;
“merger resolutions”, in relation to a building society, means the resolutions required for the approval of a merger of the society with another building society under section 93(2) or 94(2);
“merger statement” means a statement containing the requisite particulars of a merger proposal; and
“requisite particulars”, in relation to a merger proposal, means the particulars required by paragraph 3(2) below to be given in a merger statement.
Duty to notify members
3
1
Subject to sub-paragraph (3) below, it shall be the duty of a building society receiving a merger proposal to send, in accordance with this Part of this Schedule, a merger statement in respect of the proposal to every member entitled to notice of a meeting of the society.
2
A merger statement must contain the following particulars—
a
the fact that a merger proposal has been made, and
b
the identity of the proposer,
with or without other particulars regarding the proposal.
3
Sub-paragraph (1) above does not require a merger statement to be sent to members if the proposer has requested in writing that the requisite particulars are to be treated as confidential; and, where such a request is made and is at a later date withdrawn in writing, the society receiving the proposal shall, for the purposes of this Part of this Schedule, treat the proposal as having been received on that date instead of any earlier date.
4
1
A building society shall include in or with every notice of its annual general meeting a merger statement with respect to any merger proposal, other than a proposal of which notice has already been given under this paragraph,—
a
received by it during the period of 12 months ending with the ninth month of the last financial year of the society before that meeting; or
b
treated by paragraph 3(3) above as having been received by it during the last three months of that financial year;
and the society may also include, under this sub-paragraph, a merger statement with respect to any proposal received, or treated as received, by it after the end of either period.
F12
In any case where merger resolutions are to be moved at any meeting of a building society, every notice of the meeting shall have included in or with it—
a
a merger statement with respect to any merger proposal, other than a proposal of which notice has already been given under this paragraph, received by it more than 42 days before the date of the meeting; and
b
a transfer proposal notification with respect to any transfer proposal so received by it.
3
In this paragraph and paragraph 5 below—
“transfer proposal” has the same meaning as in Part IA of Schedule 17;
“transfer proposal notification” means a transfer proposal notification (within the meaning of that Part) required to be sent to members by paragraph 5B(1) of that Schedule.
Duty to notify central office
5
1
2
The central office shall keep the copy of a merger statement F4or transfer proposal notificationreceived by it from a building society in the public file of that society.
Penalty
6
If default is made by a building society in complying with paragraph 4(1), 4(2) or 5 above, the society shall be liable on summary conviction to a fine not exceeding level 4 on the standard scale; and so shall any officer who is also guilty of the offence.
Sch. 16 excluded by S.I. 1986/2168, art. 9(2)(b)(3)