Energy Act 2023

324 Transfer schemes

(1) The Secretary of State may make one or more schemes for the transfer of property, rights and liabilities—

(a) to a GBN body or a proposed GBN body from—

(i) a former GBN body;

(ii) a GBN body;

(iii) a proposed GBN body;

(iv) a Minister of the Crown or Crown body;

(v) a designated BNFL body;

(vi) an NDA body;

(vii) a UKAEA body;

(viii) a nominee of a person falling within any of sub-paragraphs (i) to (vii);

(b) to a former GBN body, a Minister of the Crown or Crown body, a designated BNFL body or a public body from—

(i) a former GBN body;

(ii) a GBN body.

(2) The things that may be transferred under a transfer scheme include—

(a) rights and liabilities relating to a contract of employment;

(b) property, rights and liabilities that could not otherwise be transferred;

(c) property acquired, and rights and liabilities arising, after the making of the scheme;

(d) criminal liabilities.

(3) A transfer scheme may—

(a) create rights, or impose liabilities, in relation to property, rights or liabilities transferred;

(b) make provision about the continuing effect of things done by a transferor in respect of anything transferred;

(c) make provision about the continuation of things (including legal proceedings) in the process of being done by, on behalf of or in relation to a transferor in respect of anything transferred;

(d) make provision for references to a transferor in an instrument or other document in respect of anything transferred to be treated as references to the transferee;

(e) make provision for shared ownership or use of the property;

(f) make provision for apportioning property, rights or liabilities;

(g) require a transferor, an associate of a transferor, or a transferee, to enter into any agreement of any kind, or for a purpose, specified in or determined in accordance with the scheme;

(h) make provision for transferring property, rights and liabilities irrespective of any requirement for consent that would otherwise apply;

(i) make provision for preventing a right of pre-emption, right of reverter, right of forfeiture, right to compensation or other similar right from arising or becoming exercisable as a result of the transfer of property, rights or liabilities;

(j) make provision for dispensing with any formality in relation to the transfer of property, rights or liabilities by the scheme;

(k) make provision for reimbursing any person in respect of expenditure reasonably incurred by the person in connection with the making of a transfer scheme;

(l) make provision that has the same or similar effect to the TUPE regulations;

(m) make other consequential, supplementary, incidental or transitional provision.

(4) A transfer scheme may provide—

(a) for modifications by agreement;

(b) for modifications to have effect from the date when the original scheme came into effect.

(5) A transfer scheme may make provision requiring a transferor to provide such co-operation to a transferee as the transferee may reasonably require in connection with the implementation of the scheme.

(6) The co-operation that may be required by virtue of subsection (5) includes, in particular, co-operation in relation to—

(a) the provision of information;

(b) consultation with representatives of employees transferred by the scheme.

(7) Any requirement imposed on a person by a transfer scheme is enforceable by the Secretary of State in civil proceedings—

(a) for an injunction,

(b) for specific performance of a statutory duty under section 45 of the Court of Session Act 1988, or

(c) for any other appropriate remedy or relief.

(8) Before making a transfer scheme, the Secretary of State must consult—

(a) the transferor (or, if there is more than one transferor, the transferors), and

(b) such other persons as the Secretary of State considers appropriate.

(9) Subsection (8) may be satisfied by consultation before the passing of this Act (as well as by consultation after that time).

(10) The making of a transfer scheme is not a trigger event for the purposes of the National Security and Investment Act 2021.

(11) In this section—

• “associate” has the meaning given by section 1152 of the Companies Act 2006;

• “company” means a company registered under the Companies Act 2006;

• “Crown body” means any body corporate in which a Minister of the Crown holds, directly or indirectly, any shares or other interest;

• “designated BNFL body” means a company designated for the purposes of Schedule 7 to the Energy Act 2004 or any body corporate in which a company designated for those purposes holds, directly or indirectly, any shares or other interest;

• “former GBN body” means—

  (a)

  a company formerly designated as Great British Nuclear, or

  (b)

  any body corporate in which a company formerly designated as Great British Nuclear—

  (i)

  holds, directly or indirectly, any shares or other interest, and

  (ii)

  held, directly or indirectly, any shares or other interest, at a time at which it was designated as Great British Nuclear;

• “GBN body” means Great British Nuclear or any body corporate in which Great British Nuclear holds, directly or indirectly, any shares or other interest;

• “information” includes documents;

• “Minister of the Crown” has the same meaning as in the Ministers of the Crown Act 1975 (see section 8(1) of that Act);

• “NDA company” means the Nuclear Decommissioning Authority (established by section 1 of the Energy Act 2004) or any body corporate in which the Nuclear Decommissioning Authority holds, directly or indirectly, any shares or other interest;

• “proposed GBN body” means a company that the Secretary of State proposes to designate as Great British Nuclear or any body corporate in which a company proposed to be designated for those purposes holds, directly or indirectly, any shares or other interest;

• “public body” means a body established by an enactment (within the meaning of Part 1 of this Act) or any body corporate in which a body established by an enactment holds, directly or indirectly, any shares or other interest;

• “the TUPE regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (S.I. 2006/246);

• “UKAEA body” means the United Kingdom Atomic Energy Authority (established by section 1 of the Atomic Energy Authority Act 1954) or any body corporate in which the United Kingdom Atomic Energy Authority holds, directly or indirectly, any shares or other interest.