The Building Societies (Transfer of Business) Regulations 1998

Part II MATTERS OF WHICH PARTICULARS ARE TO BE INCLUDED IN THE CASE OF A TRANSFER TO AN EXISTING COMPANY

1.  The range and relative importance of the activities of the successor company and any change in those activities or that relative importance intended in consequence of the transfer.

2.  The structure and activities of any group to which the successor company belongs.

3.  The audited consolidated financial position of the successor company and of any group to which it belongs at the most recent reasonably practicable date and in any case not more than six months prior to the date of the transfer statement and of any material change in that position since that date.

4.  The main features of the financial record of the successor company and of any group to which it belongs for each of the last three financial years in respect of which audited information relating to that record has been published.

5.  The following information for the society and its connected undertakings derived from the published and audited accounts of the society for each of the last three years ending with the most reasonably practicable date prior to the date of the transfer statement and where necessary the accounting records from which such accounts were prepared—

(a) profit before taxation as a percentage of total income,

(b) management expenses as a percentage of mean total assets,

(c) return on capital, that is profit or loss after taxation as a percentage of mean reserves,

(d) retail shares and deposits as a percentage of total liabilities,

(e) residential mortgages as a percentage of total assets,

(f) average interest rates on retail shares and deposits, and

(g) average interest rates on retail loans,

together with an explanation of what is represented by each of (a) to (g) above and a statement of the basis on which each of (a) to (g) above has been calculated.

6.  The following information for (i) the successor company, and (ii) for any group to which it belongs, derived from the published and audited accounts of (i) the successor company, and (ii) such group, as appropriate, for each of the last three years ending with the most reasonably practicable date prior to the date of the transfer statement and where necessary the accounting records from which such accounts were prepared—

(a) profit before taxation as a percentage of total income,

(b) management expenses as a percentage of mean total assets,

(c) dividend cover,

(d) return on capital, that is profit or loss after taxation as a percentage of mean reserves,

(e) retail deposits as a percentage of total liabilities,

(f) residential mortgages as a percentage of total assets,

(g) average interest rates on retail deposits, and

(h) average interest rates on retail loans,

prepared, with the exception of (c) above, on a comparable basis to that used for the comparable item in paragraph 5 above, and together with an explanation of what is represented by each of (a) to (h) above and a statement of the basis on which each of (a) to (h) above has been calculated.

7.  Any person who is known to the successor company to have an interest, either directly or indirectly, in 3 per cent. or more of the company’s equity share capital (within the meaning of the Companies Act 1985 or, as the case may be, the Companies (Northern Ireland) Order 1986) and the amount of any such person’s interest.

8.  The directors of the successor company, their interests in the company and in the transfer, and their other business interests.

9.  The auditors of the successor company.

10.  The reasons why the directors of the society and of the successor company are satisfied that there will be no substantial risk that the successor company will not become, or, as the case may be, remain an authorised institution for the purposes of the Banking Act 1987(1).

11.  The assessment of the board of the society of—

(a) the market value of the business of the society on or after the date of the particulars of the financial position of the society referred to in paragraph 4 of Part I of this Schedule; and

(b) the value of the total consideration for the transfer to be paid under the terms of the transfer agreement,

and whether the board of the society considers that the consideration referred to in (b) is a fair and reasonable consideration for the business of the society.

Where shares are included in such consideration referred to in (b) above, the value to be included in making such assessment of the value of the total consideration for the transfer shall be their actual or estimated market value, as appropriate, as if they had been issued on or after the date of the summary consolidated financial position of the successor company referred to in paragraph 3 of this Part of this Schedule.

12.  If any report valuation or opinion is used as the basis of the assessment in paragraph 11 above the total cost of the fees and disbursements payable to the expert and the contractual terms on which such expert was retained for that report valuation or opinion.

(1)

1987 c. 22.