Atomic Energy Authority Act 1995

Transfer of property, rights and liabilities of the Authority

Atomic Energy Authority to make schemes for transfer of property, rights and liabilities if so directed

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Powers of Secretary of State

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Supplementary provisions as to the Authority’s powers

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Agreements with respect to transfer schemes

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Duty of Authority to assist Secretary of State in connection with transfer schemes

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Successor companies

Successor companies

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Disposal by Authority or Secretary of State of shares in successor companies

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Financial arrangements relating to transfers

Taxation provisions

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Pensions

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Extinguishment of certain liabilities

Extinguishment of certain liabilities

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Membership of the Authority

Membership of the Authority

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• (1) Section 1 of the Atomic Energy Authority Act 1954 shall be amended as follows.

• (2) In subsection (2) (which provides that the Authority shall consist of a chairman and not less than seven nor more than fifteen other members) for “seven” there shall be substituted “ four ”.

• (3) In subsection (3) (which provides that all the members are to be appointed by the Secretary of State and that certain of them are to have certain experience) the words from “and of those members” to the end shall be omitted.

Supplementary provisions

Expenses

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Interpretation

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Short title and extent

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• (1) This Act may be cited as the Atomic Energy Authority Act 1995.

• (2) This Act extends to Northern Ireland.

SCHEDULE 1

Contents and effect of scheme

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• (1) A transfer scheme may define the property, rights and liabilities to be transferred to a particular person—

• (a) by specifying or describing the property, rights and liabilities in question,

• (b) by referring to all (or all but so much as may be excepted) of the property, rights and liabilities comprised in a specified part of the Authority’s undertaking, or

• (c) partly in one way and partly in the other.

• (2) A transfer scheme shall appoint the day on which it is to come into force.

• (3) This Act shall have effect, in relation to any provision of a transfer scheme for the transfer of any property, rights or liabilities, so as to transfer the property, rights or liabilities, at the beginning of the day appointed for the coming into force of the scheme, and without further assurance, from the Authority to the person to whom they are allocated under the scheme and to vest them in that person; and the provisions of that scheme in relation to that transfer shall have effect from that time accordingly.

• (4) This Act shall have effect, in relation to any provision of a transfer scheme for the creation, by virtue of paragraph 2 below, of any interest or right, so as to create the specified interests and rights, at the beginning of the day appointed for the coming into force of the scheme and without further assurance.

• (5) The preceding provisions of this paragraph shall have effect subject to so much of a transfer scheme as provides for—

• (a) the transfer of any of the property, rights or liabilities to be transferred in accordance with the scheme, or

• (b) the creation of any of the rights or interests to be created in accordance with the scheme,

to be effected by or under any agreement or instrument entered into or executed in pursuance of an obligation imposed by virtue of paragraph 2(1)(g) below.

• (6) In their application to Scotland, sub-paragraphs (3) and (4) above shall have effect with the omission of the words “and without further assurance”.

Division of Authority’s undertaking by scheme

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• (1) For the purposes of making any such division as the Authority consider appropriate of any of the property, rights and liabilities of the Authority between two or more persons (including any division between the Authority and any one or more other persons), a transfer scheme may contain provision—

• (a) for the creation in favour of the Authority of an interest or right in or in relation to property transferred in accordance with that scheme to any person,

• (b) for the creation, in favour of a person to whom any transfer is made, of an interest or right in or in relation to property so transferred to another,

• (c) for giving effect to a transfer to any person by the creation, in favour of that person, of an interest or right in or in relation to property retained by the Authority,

• (d) for rights and liabilities to be transferred so as to be enforceable by or against more than one transferee or by or against both one or more transferees and the Authority,

• (e) for rights and liabilities enforceable against more than one person in accordance with any provision falling within paragraph (d) above to be enforceable in different or modified respects by or against each or any of them,

• (f) for the creation of new rights and liabilities (including rights of indemnity and duties to indemnify) as between different transferees and as between any transferee and the Authority, and

• (g) without prejudice to paragraph (f) above, for imposing on any transferee or the Authority an obligation—

• (i) to enter into such written agreements with any other person on whom any corresponding obligation is, could be or has been imposed by virtue of this paragraph of this Schedule (whether in the same or a different scheme), or

• (ii) to execute such instruments in favour of any such person,

as may be specified or described in the scheme.

• (2) A transfer scheme may contain such supplemental and incidental provision with respect to the interests, rights and liabilities of third parties in relation to anything to which the scheme relates as the Authority consider to be necessary or expedient for the purposes of any such division as is mentioned in sub-paragraph (1) above, or in connection with anything contained in the scheme by virtue of that sub-paragraph.

• (3) The provision that may be contained in a transfer scheme by virtue of sub-paragraph (2) above shall include provision for interests, rights or liabilities to which any third party is entitled or subject in relation to anything to which the scheme relates to be modified in such respects or in such manner as may be specified or determined under the scheme.

• (4) The provision that may be contained in a transfer scheme by virtue of sub-paragraph (1)(f) above shall include the creation of such rights and liabilities as the Authority think fit for the purpose of converting into a contract between the transferee under the scheme and the Authority any arrangements between different parts of the Authority’s undertaking which exist immediately before the day on which the scheme comes into force.

• (5) An obligation imposed on any person by virtue of sub-paragraph (1)(g) above shall be enforceable by the bringing, by any person with or in favour of whom the agreement or instrument is to be entered into or executed, of civil proceedings for an injunction or for interdict or for other appropriate relief.

• (6) In relation to any transfer scheme made by the Secretary of State by virtue of section 2(3) of this Act, the first reference to the Authority in sub-paragraph (1) above, the reference to the Authority in sub-paragraph (2) above and the first such reference in sub-paragraph (4) above shall have effect as references to the Secretary of State.

Property to which a scheme may relate

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• (1) The property, rights and liabilities that shall be capable of being transferred in accordance with a transfer scheme shall include—

• (a) property, rights and liabilities that would not otherwise be capable of being transferred or assigned by the Authority,

• (b) property acquired at a time after the making of the scheme and before it comes into force, and rights and liabilities which arise or may arise in respect of anything occurring after the making of the scheme,

• (c) property situated anywhere in the United Kingdom or elsewhere and rights and liabilities under the law of any part of the United Kingdom or of any country or territory outside the United Kingdom, and

• (d) rights and liabilities under enactments.

• (2) The transfers authorised by sub-paragraph (1)(a) above, and the interests and rights that may be created in accordance with a transfer scheme, include transfers, interests and rights which are to take effect as if there were—

• (a) no such requirement to obtain any person’s consent or concurrence,

• (b) no such liability in respect of a contravention of any other requirement, and

• (c) no such interference with any interest or right,

as there would be, in the case of any transaction apart from this Act, by reason of provisions having effect (whether under any enactment or agreement or otherwise) in relation to the terms on which the Authority are entitled or subject to any property, right or liability.

• (3) Where apart from this sub-paragraph any person would have an entitlement, in consequence of anything done or likely to be done by or under this Act, to terminate, modify, acquire or claim an interest or right which is vested in the Authority at the passing of this Act or acquired by the Authority after that time, or to treat any such interest or right as modified or terminated, then—

• (a) for the purposes of the transfer of the interest or right in accordance with a transfer scheme, that entitlement shall not be enforceable in relation to that interest or right until after its transfer in accordance with such a scheme, and

• (b) without prejudice to the preceding provisions of this paragraph or to paragraph 5(2)(a) below, that entitlement shall be enforceable in relation to the interest or right after its transfer only in so far as the scheme contains provision for it to be transferred subject to the provisions conferring that entitlement.

• (4) Subject to sub-paragraphs (5) and (6) below, nothing in sub-paragraph (1) or (2) above shall enable—

• (a) any agreement or instrument entered into or executed in pursuance of an obligation imposed by virtue of paragraph 2(1)(g) above, or

• (b) anything done under any such agreement,

to give effect to any transfer, or to create any interest or right, which could not apart from this paragraph have been made by or under that agreement or instrument.

• (5) A transfer scheme may provide for—

• (a) the transfers to which effect is to be given by or under any agreement or instrument entered into or executed in accordance with the scheme, or

• (b) the interests or rights that are to be created by or under any such agreement or instrument,

to include, to such extent as may be specified in the scheme, any such transfer, interest or right as is mentioned in sub-paragraph (2) above.

• (6) A transfer scheme may provide that sub-paragraph (3) above shall apply in relation to the provisions of any agreement or instrument which is to be entered into or executed in accordance with the scheme, and in relation to any proposal for such an agreement or for the execution of such an instrument, as if the reference in sub-paragraph (3)(b) above to provision contained in the scheme included a reference to provision contained, in accordance with the scheme, in the agreement or instrument.

Certain debts owed to Secretary of State

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No liability of the Authority in respect of the Authority’s commencing capital debt under section 1 of the Atomic Energy Act 1986 or in respect of any loan made to them under section 4 of that Act shall be transferred by a transfer scheme except to a company which—

• (a) is wholly owned by the Crown, or

• (b) is a wholly-owned subsidiary of the Authority.

Supplementary provisions of schemes

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• (1) A transfer scheme may contain supplemental, consequential and transitional provision for the purposes of, or in connection with, any transfer of property, rights or liabilities for which the scheme provides or in connection with any other provisions contained in the scheme; and any such provision may include different provision for different cases or different purposes.

• (2) A transfer scheme may, in relation to transfers in accordance with the scheme, make provision, either generally or for such purposes as may be specified in the scheme—

• (a) for the transferee to be treated as the same person in law as the Authority,

• (b) for agreements made, transactions effected or other things done by or in relation to the Authority to be treated, so far as may be necessary for the purposes of or in connection with the transfers, as made, effected or done by or in relation to the transferee,

• (c) for references in any agreement (whether or not in writing) or in any deed, bond, instrument or other document to, or to any member or officer of, the Authority to have effect, so far as may be necessary for the purposes of or in connection with any of the transfers, with such modifications as are specified in the scheme,

• (d) for proceedings commenced by or against the Authority to be continued by or against the transferee, and

• (e) for any such disputes as to the effect of the scheme as arise between different transferees, or between any transferee on the one hand and the Authority on the other, to be referred to such arbitration as may be specified in or determined under the scheme.

• (3) Where any person is entitled, in consequence of any transfer made in accordance with a transfer scheme or in pursuance of any provision made under this paragraph, to possession of a document relating in part to the title to, or to the management of, any land or other property in England and Wales—

• (a) the scheme may contain provision for treating that person as having given another person an acknowledgment in writing of the right of that other person to production of the document and to delivery of copies of the document, and

• (b) section 64 of the Law of Property Act 1925 (production and safe custody of documents) shall have effect accordingly, and on the basis that the acknowledgment did not contain any such expression of contrary intention as is mentioned in that section.

• (4) Where any person is entitled, in consequence of any transfer made in accordance with a transfer scheme or in pursuance of any provision made under this paragraph, to possession of a document relating in part to the title to, or to the management of, any land or other property in Scotland transferred in accordance with a transfer scheme, subsections (1) and (2) of section 16 of the Land Registration (Scotland) 1979 (omission of certain clauses in deeds) shall have effect in relation to the transfer as if the transfer had been effected by deed and as if from each of those subsections the words “unless specially qualified” were omitted.

• (5) In this paragraph—

• (a) references to a transfer include references to the creation in any person’s favour of any interest or right, and references to a transferee shall be construed accordingly, and

• (b) references to a person who is entitled, in consequence of any transfer, to possession of a document include references to the Authority in a case where the Authority are entitled to retain possession of any document following any transfer.

• (6) Sub-paragraphs (2) to (4) above shall be without prejudice to the generality of sub-paragraph (1) above.

Proof of title by certificate

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• (1) The Authority and any person to whom anything has been transferred in accordance with a transfer scheme may issue a joint certificate stating that—

• (a) any property specified in the certificate, or

• (b) any such interest in or right over any such property as may be so specified,

is property, or (as the case may be) an interest or right, which was intended to be and was vested by virtue of the scheme in such one of them as may be so specified; and any such certificate shall be conclusive evidence for all purposes of that fact.

• (2) The Authority and any person to whom anything has been transferred in accordance with a transfer scheme may issue a joint certificate stating that any liability specified in the certificate is a liability which was intended to be, and was, vested by virtue of the scheme in such one of them as may be so specified.

• (3) Any certificate under sub-paragraph (2) above—

• (a) shall, if given with the concurrence of every person who is entitled to enforce the liability at the time of the giving of the certificate, be conclusive evidence for all purposes of the fact referred to in that sub-paragraph, and

• (b) shall, in any other case, be conclusive evidence of that fact as between the persons giving or concurring in the giving of the certificate.

• (4) If, after the end of the period of one month beginning with the date of a request from either the Authority or a transferee under a transfer scheme for the preparation of a joint certificate under sub-paragraph (1) or (2) above as respects any property, interest, right or liability, they have failed to agree on the terms of the certificate, they shall refer the matter to the Secretary of State and issue the certificate in such terms as he may direct.

• (5) In this paragraph—

• (a) references to a transfer include references to the creation in any person’s favour of any interest or right, and references to a transferee shall be construed accordingly, and

• (b) references to a transfer scheme include references to a modification agreement as defined in paragraph 8(7) below.

Duties in relation to foreign property etc.

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