Transport Act 2000

Ownership of transferee companies

49 Issue of securities

(1) This section applies if any property, rights or liabilities are transferred under a transfer scheme to a transferee which at the time of the transfer is a company falling within subsection (4).

(2) The Secretary of State may give a direction under this section to the transferee if when the direction is given it is a company falling within subsection (4).

(3) A direction under this section is one requiring the transferee—

(a) to issue to the appropriate person such securities of the transferee as are specified in the direction,

(b) to do so at a time or times (specified in the direction) when it is a company falling within subsection (4), and

(c) to do so on such terms as are specified in the direction.

(4) A company falls within this subsection if it is—

(a) a company which is wholly owned by the Crown,

(b) a company which is wholly owned by the CAA, or

(c) a company which is a wholly owned subsidiary of a company falling within paragraph (a) or (b).

(5) The appropriate person is such of the following as the Secretary of State may specify in the direction—

(a) the transferor;

(b) the Secretary of State;

(c) the CAA;

(d) a company which is wholly owned by the Crown;

(e) a company which is wholly owned by the CAA;

(f) a company which is a wholly owned subsidiary of a company falling within paragraph (d) or (e).

(6) Shares issued in pursuance of this section—

(a) must be of such nominal value as may be specified in a direction given by the Secretary of State, and

(b) must be issued as fully paid and treated for the purposes of the [1985 c. 6.] Companies Act 1985 or the [S.I. 1986/1032 (N.I. 6).] Companies (Northern Ireland) Order 1986 as if they had been paid up by virtue of the payment to the transferee of their nominal value in cash.

50 Government investment in securities

(1) This section applies if any property, rights or liabilities are transferred under a transfer scheme to a transferee which at the time of the transfer is—

(a) a company which is wholly owned by the Crown,

(b) a company which is wholly owned by the CAA, or

(c) a company which is a wholly owned subsidiary of a company falling within paragraph (a) or (b).

(2) The Treasury or the Secretary of State with the Treasury’s consent may—

(a) acquire securities of the transferee by subscription or purchase;

(b) acquire options to acquire or dispose of securities of the transferee.

(3) The Secretary of State must not dispose of any securities or options acquired under this section without the Treasury’s consent.

51 Crown shareholding

(1) This section applies if any property, rights or liabilities are transferred under a transfer scheme to a transferee which at the time of the transfer is—

(a) a company which is wholly owned by the Crown,

(b) a company which is wholly owned by the CAA, or

(c) a company which is a wholly owned subsidiary of a company falling within paragraph (a) or (b).

(2) The Secretary of State may by order designate such a transferee for the purposes of this section.

(3) The Secretary of State must ensure that the Crown does not dispose of any of the shares it holds in the designated company unless he is satisfied that a scheme is in place to ensure the completion of any project which—

(a) concerns the development of major facilities connected with air traffic services, and

(b) was commissioned before the coming into force of this section by the CAA or a company wholly owned by the CAA.

(4) The Secretary of State must ensure that the Crown does not dispose of any of the shares it holds in the designated company unless—

(a) the Crown holds at least 49 per cent of the company’s issued ordinary share capital immediately before the disposal, and

(b) the Crown will continue to hold at least 49 per cent of that share capital immediately after the disposal.

(5) The Secretary of State must ensure that at any given time the Crown holds at least 25 per cent of the designated company’s issued ordinary share capital.

(6) The Secretary of State must ensure that the Crown continues to hold any special share provided for under the designated company’s articles of association.

(7) A special share is a share which can be held only by the Crown and which gives the shareholder the right to prevent certain events by withholding consent.

(8) The Secretary of State must not consent to any alteration of the designated company’s articles of association which requires his consent on behalf of the Crown as special shareholder unless a statement of the intended consent has been laid before and approved by resolution of each House of Parliament.

(9) If a person enters into a transaction relating to shares issued by the designated company—

(a) he need not enquire whether the transaction results in a contravention of subsection (3), (4), (5) or (6), and

(b) his rights in relation to the shares are not to be questioned on the grounds of, or affected by, a contravention of subsection (3), (4), (5) or (6).

(10) Grounds on which the Secretary of State may be satisfied that a scheme is in place as mentioned in subsection (3) include the grounds that the arrangements for the disposal of the shares include provision obliging the person acquiring them to ensure the completion of the project.

(11) For the purposes of this section a project concerns the development of major facilities if (and only if) the Secretary of State thinks that the value of the project is above £200 million.

(12) The Secretary of State may by order amend or repeal this section.