The Postal Services Act 2011 (Transfer of Assets) Order 2012

Article 9

SCHEDULE 6 ASSETS COMPRISING THE TRANSFERS

Composition of Interim Transfer

1.  The Trustee must not include the following assets in the Interim Transfer—

(a) properties comprising the following addresses—

• Ryder Court, 18-20 Bury Street and 73-76 Jermyn Street London SW1Y 6NP,

• 35, 37, 37A, 38, 38A and 35B George Street and 19 St James’s Cottages, Paradise Road, Richmond TW9 1HY

• The Loom Retail & Leisure Park, Spinning Jenning Way, Leigh, WN7 4PE

• 201-209 High Street, Cheltenham GL50 3JH

• 145 Morningside Road, Edinburgh, EH10 4AX

• Exe Bridges Retail Park, Alphington Street, Exeter EX4 1AH

• St Nicholas Gate Retail Park, Carlisle CA1 2EA

• Bricklayers Arms, Mandela Way London SE1 5SP

• 1 to 87 Crick House, Station Place Cambridge CB1 2FA

• 1 to 19 Aston House, Brookgate Cambridge CB1 2BP

• 1 to 48 Bragg House, Brookgate Cambridge CB1 2AA

(b) a 33% share of the Trustee’s interest in Hamilton Lane COPTL, L.P., which is as far as reasonably practicable a pro-rata proportion of that interest immediately prior to the Interim Transfer;

(c) the account managed by Hermes known as The Royal Mail Pension Plan re: Residual Positions, Account number 63815;

(d) the assets forming part of the assets managed by Beach Point Capital Management, L.P. which—

(i) are as far as reasonably practicable a pro-rata proportion of those assets immediately prior to the Interim Transfer; and

(ii) have an aggregate value equal to 4% of the liabilities remaining with RMPP as estimated for the purposes of the Interim Transfer pursuant to article 5 such that—

Value = 4% x RMPP L_CI2I1 x MVA1 (as such terms are defined in Schedule 1); and

(e) the assets relating to money purchase benefits, as defined in Schedule 1.

2.  If any of the following assets are held by or on behalf of the Trustee at the Effective Date, they must be included in the Interim Transfer—

(a) One Ordinary Share of £1 in Hermes Factory Outlets GP Limited;

(b) One Ordinary Share of £1 in Talke General Partner Limited;

(c) One B Ordinary share of £1 in Highcross (GP) Limited;

(d) 22,050 A Ordinary shares of £0.01 in Tower General Partner Limited.

Estimated Final Transfer Amount Portfolio

3.  On or as soon as practicable following the calculation of the Estimated Final Transfer Amount, the Trustee must invest assets with a value as at the Effective Date equal to the Estimated Final Transfer Amount in the Estimated Final Transfer Amount Portfolio.

4.  The “Estimated Final Transfer Amount Portfolio” is a portfolio, invested by the Trustee under paragraph 3, comprised of assets invested in accordance with the following investment strategy, under the management of the following investment managers—

Investment Manager	Mandate	Percentage
Walter Scott	Global Unconstrained Equities	5%
Blackrock	Cash	75%
Wellington	Global Investment Grade Credit	20%

5.  The Trustee must maintain the Estimated Final Transfer Amount Portfolio, and until it has made the Final Transfer, must not transfer funds between the mandates within the Estimated Final Transfer Amount Portfolio after investment without the written consent of the Secretary of State.

Confirmation of assets being retained by RMPP and notional portfolio

6.  The Trustee must, no later than five business days after the Effective Date, provide to the Secretary of State written confirmation of—

(a) the percentage of each of RMPP’s manager accounts or pooled fund holdings (or the formula which will be used to determine that percentage) which will not form part of the Estimated Final Transfer Amount Portfolio or the Interim Transfer; or

(b) where a percentage is not used, the assets which will not form part of the Estimated Final Transfer Amount Portfolio or the Interim Transfer.

7.—(1) The Trustee must notionally construct a portfolio from the assets which will not form part of the Estimated Final Transfer Amount Portfolio or the Interim Transfer, for the purpose of calculating the adjustment at paragraph 14.

(2) The Trustee must provide written confirmation to the Secretary of State, no later than five business days after the Effective Date of either—

(a) the proportions in which it will combine the assets not forming part of the Estimated Final Transfer Amount Portfolio or the Interim Transfer to form this portfolio; or

(b) the formula which will be used to define those proportions.

Composition of Final Transfer and calculation of Adjusted Final Transfer Amount

8.  If the Final Transfer Amount is equal to or less than the Estimated Final Transfer Amount (as at the Effective Date), paragraphs 9 and 10 apply.

9.  The Adjusted Final Transfer Amount must be equal in value to the Final Transfer Amount (as at the Effective Date) adjusted in accordance with the change in value of the Estimated Final Transfer Amount Portfolio between the Effective Date and the Final Transfer Date, net of management fees and expenses in maintaining the portfolio, such that—

• Adjusted Final Transfer Amount (as at the Final Transfer Date)

• = Final Transfer Amount (as at the Effective Date) x

  

10.—(1) The Final Transfer must consist of assets in accordance with either sub-paragraphs (2) or (3).

(2) If the Final Transfer Amount (as at the Effective Date) is £50million or less, assets that have been allocated to the BlackRock Cash Portfolio.

(3) If the Final Transfer Amount (as at the Effective Date) is more than £50million, the assets must—

(a) comprise part of the Estimated Final Transfer Amount Portfolio;

(b) be allocated to the same asset classes as the assets that comprise the entire Estimated Final Transfer Amount Portfolio, and

(c) be allocated between the mandates in the same proportions as the Estimated Final Transfer Amount Portfolio as far as reasonably practicable, immediately before the Final Transfer Date.

11.  If the Final Transfer Amount exceeds the Estimated Final Transfer Amount (as at the Effective Date), paragraphs 12 and 13 apply.

12.  The Adjusted Final Transfer Amount must be equal in value to—

(a) the value of the Estimated Final Transfer Amount Portfolio as at the Final Transfer Date, plus

(b) any excess amount of the Final Transfer Amount over the Estimated Final Transfer Amount as at the Effective Date, as adjusted in accordance with paragraph 14.

13.  The Final Transfer must consist of—

(a) the assets comprising the Estimated Final Transfer Amount Portfolio at the time the Final Transfer is being made, together with

(b) assets equal in value to the excess amount referred to in paragraph 12(b), as adjusted in accordance with paragraph 14, comprising assets under the management of the investment managers of the Estimated Final Transfer Amount Portfolio.

14.—(1) The excess amount referred to in paragraph 12(b) and 13(b) must be adjusted in accordance with subparagraph (2) if it is £50 million or less as at the Effective Date, and paragraph (3) if it is more than £50 million as at the Effective Date.

(2) The adjustment must be in accordance with the investment returns achieved on the BlackRock Cash Portfolio, between the Effective Date and the Final Transfer Date, net of management fees and expenses in maintaining the portfolio.

(3) The adjustment must be in accordance with the change in value of the notional portfolio constructed by the Trustee in accordance with paragraph 7 between the Effective Date and the Final Transfer Date; net of—

(a) the relevant proportion of the management fees and expenses of maintaining the assets in the notional portfolio; and

(b) any disinvestment costs reasonably incurred by the Trustee, such that—

• excess over the Estimated Final Transfer Amount (as at the Final Transfer Date)

• = excess over the Estimated Final Transfer Amount (as at the Effective Date) x

•