Legalize / United Kingdom / Public General Act

Energy Act 2004

Type Public General Act

Publication 2004-07-22

Last updated 2025-09-18

State In force

Department Statute Law Database

Source legislation.gov.uk

articles Not indexed

Reform history JSON API

UKAEA pensions for NDA staff

6

A pension scheme maintained by the UKAEA under paragraph 7(2)(b) of Schedule 1 to the Atomic Energy Authority Act 1954 (c. 32) may apply to—

(a) members of the NDA, and

(b) members of its staff,

as it applies to persons to whom it applies apart from this paragraph.

Part 2 — Proceedings of NDA

Committees of the NDA and advisory committees

7

(1) The NDA may make such arrangements as it thinks fit—

(a) for the carrying out of its functions by committees established by it; and

(b) for committees established by it to give it advice about matters relating to the carrying out of its functions.

(2) The membership of every committee established by the NDA must include at least one person who is a member of the NDA.

(3) Where the NDA—

(a) establishes a committee for the purpose of giving it advice, and

(b) does not authorise it under paragraph 8 to do anything on the NDA’s behalf,

the membership of the committee may include persons (including persons constituting a majority of the committee) who are neither members of the NDA nor members of its staff.

(4) In other cases every member of the committee must be either—

(a) a member of the NDA; or

(b) a member of its staff.

(5) Where a person who is neither a member of the NDA nor a member of its staff is a member of a committee, the NDA may pay to that person such remuneration and expenses as it determines.

Delegation of functions

8

(1) Anything that is authorised or required by or under an enactment to be done by the NDA may be done on its behalf—

(a) by a member of the NDA, or of its staff, who has been authorised by it for the purpose (whether generally or specifically); or

(b) by a committee established by the NDA which has been so authorised.

(2) The NDA must not make arrangements for the final decision on any of the following to be made by a committee or by a member of the NDA or of its staff—

(a) the NDA’s strategy under section 11 or any modification of that strategy;

(b) its annual plan under section 13 or any modification of that plan;

(d) the further delegation of anything delegated to a committee or to a member of the NDA or of its staff.

Quorums

9

(1) A decision of the NDA relating to a matter mentioned in sub-paragraph (2) is ineffective unless a majority of the members who—

(a) were present at the meeting at which the decision was made, or

(b) otherwise had an opportunity of participating in the decision-making process,

consisted of non-executive members.

(2) Those matters are—

(a) the NDA’s strategy under section 11 or any modification of that strategy;

(b) its annual plan under section 13 or any modification of that plan;

(d) the delegation of anything to a committee or to a member of the NDA or of its staff, or any further delegation.

(3) A decision by the NDA for regulating its own proceedings may determine what, for the purposes of this paragraph, constitutes an opportunity of participating in the decision-making process.

(4) A question for the purposes of this paragraph about whether a member—

(a) was present at a meeting of the NDA, or

(b) satisfied the requirements that needed to be satisfied for him to be treated as having had an opportunity of participating in a decision,

must be determined (if there are any) exclusively by reference to official minutes of the meeting or decision.

(5) For this purpose the official minutes of a meeting or decision are those made in accordance with the arrangements made under paragraph 12.

Proceedings of the NDA and of their committees etc.

10

(1) The NDA may make such other arrangements as it thinks fit—

(a) for regulating its own proceedings; and

(b) for regulating the proceedings of the committees it has established.

(2) Arrangements under sub-paragraph (1) may include such arrangements (in addition to the provision made by paragraph 9) as the NDA thinks fit about quorums and the making of decisions by a majority.

(3) The procedure for the carrying out of the separate functions which under this Act are conferred on the non-executive members must be in accordance with such arrangements as may be determined by a majority of the non-executive members.

(4) The NDA must publish, in such manner as it considers appropriate, the arrangements made under this paragraph.

Authentication of NDA’s seal

11

(1) Authentication of the application of the NDA’s seal is to be by the signature of—

(a) the chairman or another member of the NDA; or

(b) any other person authorised by it for the purpose (whether generally or specifically).

(2) A document purporting to be—

(a) duly executed under the seal of the NDA, or

(b) signed on behalf of the NDA,

may be received in evidence and, except so far as the contrary is shown, is to be taken to be duly so executed or signed.

(3) This paragraph does not extend to Scotland.

Records of proceedings

12

(1) The NDA must make arrangements for the keeping of proper records of each of the following—

(a) its proceedings;

(b) proceedings of the committees established by it;

(d) anything done by a member of the NDA or of its staff in reliance on a delegation under paragraph 8.

(2) The references in paragraphs 8 and 9 to arrangements for regulating the proceedings of the NDA include references to arrangements made under this paragraph with respect to such proceedings.

Validity of proceedings

13

(1) The validity of proceedings of the NDA, of the non-executive members or of a committee established by the NDA shall not be affected by—

(a) a vacancy in the membership of the NDA or of such a committee;

(b) a defect in the appointment of the chairman, of any other non-executive member, of the chief executive or of any other executive member;

(d) a failure to comply with arrangements made under paragraph 10.

(2) Nothing in sub-paragraph (1) validates—

(a) the proceedings of a meeting which would still be inquorate even if defects and failures mentioned within sub-paragraph (1)(b) or (c) had not occurred; or

(b) a decision which (apart from this paragraph) is ineffective by virtue of paragraph 9.

Part 3 — Supplemental

Public records

14

In paragraph 3 of Schedule 1 to the Public Records Act 1958 (c. 51) (administrative and departmental records of certain bodies to be public records), in Part 2 of the Table, at the appropriate place, insert— “ Nuclear Decommissioning Authority. ”

Parliamentary Commissioner Act 1967

15

In Schedule 2 to the Parliamentary Commissioner Act 1967 (c. 13) (departments and authorities subject to investigation), at the appropriate place, insert— “ Nuclear Decommissioning Authority. ”

Disqualification for House of Commons and Northern Ireland Assembly

16

In Part 2 of Schedule 1 to the House of Commons Disqualification Act 1975 (c. 24) (bodies of which all members are disqualified), at the appropriate place, insert— “ The Nuclear Decommissioning Authority. ”;

Scottish devolution

17

The following provisions of the Scotland Act 1998 (c. 46) shall have effect as if the NDA were a cross-border public authority—

(a) section 23(2)(b) (power of Scottish Parliament to require persons outside Scotland to attend and give evidence or produce documents);

(b) section 70(6) (Scottish Parliament not to require preparation of accounts by cross-border public authorities whose accounts are otherwise audited); and

(c) section 91(3)(d) (investigation of maladministration by cross-border public authorities in relation to Scottish matters).

Freedom of information

18

In Part 6 of Schedule 1 to the Freedom of Information Act 2000 (c. 36) (public authorities for the purposes of that Act), at the appropriate place, insert— “ The Nuclear Decommissioning Authority. ”

Interpretation of Schedule

19

In this Schedule “chairman”, “chief executive”, “executive member” and “non-executive member” mean, respectively, chairman, chief executive, executive member and non-executive member of the NDA.

SCHEDULE 2

Approval required for strategy

1

Subject to paragraph 3(6), a strategy prepared or revised by the NDA has effect only if it is approved—

(a) by the Secretary of State; and

(b) to the extent that it relates to responsibilities of the NDA falling within section 6(2), also by the Scottish Ministers.

Initial strategy

2

The NDA must—

(a) prepare its first strategy, and

(b) submit a draft of it for approval,

before the end of the twelve months beginning with the commencement of section 11.

Strategy reviews and revisions

3

(1) The NDA must carry out and complete a review of its strategy before the end of each review period.

(2) If, in consequence of such a review, the NDA decides that it is necessary to revise its strategy, it must submit the draft of its proposed revision for approval.

(3) If, in consequence of such a review, the NDA decides that it is unnecessary to revise its strategy, it must submit its current strategy for the renewal of the strategy’s approval.

(4) The obligation, following a review, to submit—

(a) the draft revision of the NDA’s strategy prepared in consequence of the review, or

(b) the strategy the approval of which is for renewal,

is an obligation to submit it as soon as reasonably practicable after the completion of the review.

(5) The NDA may revise its strategy otherwise than in consequence of a review.

(6) A revision otherwise than in consequence of a review takes effect without approval except to the extent that it contains modifications of the NDA’s strategy which—

(a) are likely to require a significant increase over its previous estimate in the money required for giving effect to the strategy;

(b) significantly alter the priorities of the NDA as respects different installations or sites; or

(7) Accordingly, the NDA must submit for approval so much of every proposed revision which—

(a) is made otherwise than in consequence of a review; but

(b) involves modifications falling within sub-paragraph (6)(a) to (c).

(8) The persons to whom a submission for approval, or for a renewal of approval, must be made are—

(a) in a case where what is submitted contains anything relating to responsibilities of the NDA falling within section 6(2), the Secretary of State and the Scottish Ministers; and

(b) in any other case, the Secretary of State.

(9) In this paragraph “review period” means—

(a) the period of five years beginning with the end of the twelve month period mentioned in paragraph 2; or

(b) a period of five years beginning with the day after the completion of a review under this paragraph.

Consultation by NDA

4

(1) Before—

(a) preparing a strategy,

(b) revising a strategy in a manner requiring approval, or

the NDA must consult the persons listed in sub-paragraph (2).

(2) Those persons are—

(za) the Office for Nuclear Regulation;

(a) the Health and Safety Executive;

(b) the Environment Agency;

(ba) the Natural Resources Body for Wales;

(d) such persons with responsibilities in relation to nuclear security as have been nominated for the purposes of this sub-paragraph by the Secretary of State;

(e) every local authority whose area includes a designated installation, designated site or designated facility or a locality affected by activities at such an installation, site or facility;

(f) every person with control of such an installation, site or facility;

(g) the employees of every such person and the persons appearing to the NDA to represent them; and

(h) every body established—

(i) by the NDA, or

(ii) by a person with control of a designated installation, designated site or designated facility,

for the purpose of consulting persons about activities carried on at, or in connection with, such an installation, site or facility.

(3) In preparing, reviewing or revising its strategy the NDA must have regard to—

(a) every representation made to it by or on behalf of a person mentioned in sub-paragraph (2); and

(b) the representations made to it by members of the public.

(4) This paragraph does not apply to a revision made for the purpose only of giving effect to directions under paragraph 5(7).

(5) In this paragraph references to a designated installation, designated site or designated facility include references to an installation, site or facility designated by a direction which is not yet in force.

Approval of strategy

5

(1) This paragraph applies where—

(a) anything is submitted for approval under this Schedule; or

(b) the NDA’s current strategy is submitted for the renewal of the strategy’s approval.

(2) The submission must be accompanied by a report by the NDA of the representations about the contents of its strategy, or of any revision of it, that it received in the course of the preparation of the strategy, or in connection with its proposal to revise it or to have the approval of the strategy renewed.

(3) Before determining whether or not to approve anything relating to responsibilities mentioned in section 6(3), the Secretary of State must consult the Scottish Ministers.

(4) The Secretary of State must also consult the Scottish Ministers before approving anything relating to proposals for the non-processing treatment, the storage or the disposal of hazardous materials if it appears to him that the proposals would have an effect (notwithstanding that they relate only to England and Wales)—

(a) on the management of hazardous materials located in Scotland; or

(b) on the use of a site in England and Wales for the non-processing treatment, the storage or the disposal of hazardous materials that could be brought to that site from Scotland.

(5) If—

(a) the Secretary of State approves a strategy or revised strategy submitted to him under this Schedule, and

(b) the Scottish Ministers approve it so far as it relates to responsibilities of the NDA falling within section 6(2),

it takes effect as the approved strategy of the NDA from the time of the giving of the approval.

(6) If it is not so approved, the NDA must—

(a) modify what was submitted; and

(b) re-submit it for approval to the Secretary of State and (if the case so requires) to the Scottish Ministers.

(7) In preparing a modified strategy or revision for re-submission, the NDA must comply with every direction given to it with respect to any of the following matters—

(a) the NDA’s objectives for a particular installation or site or for installations or sites of a particular description;

(b) the NDA’s strategy with respect to the operation of any particular installation or facility;

(c) the period over which decommissioning or cleaning-up work is to be carried out in the case of a particular installation or site or in the case of installations or sites of a particular description;

(d) the amounts to be defrayed by the NDA in a particular period in respect of expenditure on decommissioning or cleaning-up work in the case of a particular installation or site or in the case of installations or sites of a particular description.

(8) The persons by whom directions may be given under sub-paragraph (7) are—

(a) in the case of directions given by virtue of paragraph (a) or (b) of that sub-paragraph in relation to responsibilities of the NDA falling within section 6(2), the Secretary of State and the Scottish Ministers, acting jointly; and

(b) in any other case, the Secretary of State.

(9) Before giving a direction under sub-paragraph (7), the Secretary of State and the Scottish Ministers or (as the case may be) the Secretary of State must consult—

(a) the NDA;

(aa) the Office for Nuclear Regulation;

(b) the Health and Safety Executive;

(ca) the Natural Resources Body for Wales;

(d) the Scottish Environment Protection Agency; and

(e) such persons with responsibilities in relation to nuclear security as have been nominated for the purposes of this sub-paragraph by the Secretary of State.

(10) Nothing in this paragraph with respect to the giving of directions restricts—

(a) the grounds on which, or

(b) the circumstances in which,

the Secretary of State or the Scottish Ministers may refuse approval without giving a direction.

(11) In this paragraph “non-processing treatment” has the same meaning as in section 6.

Publication of strategy

6

(1) The NDA must publish its approved strategy in the manner which, in its opinion, is most appropriate for bringing it to the attention of persons likely to be affected by it.

(2) Where it revises that strategy, it must so publish the revised strategy.

(3) The Secretary of State must lay before Parliament a copy of anything that the NDA publishes in accordance with sub-paragraph (1) or (2), and the Scottish Ministers must lay before the Scottish Parliament a copy of anything that is so published.

(4) Where the NDA publishes a strategy or revised strategy under this paragraph it must, in the same manner, publish a report on the representations it received about what the strategy or revision should contain.

(5) The NDA must exclude from what it publishes under this paragraph anything that it has been notified by the Secretary of State is a matter the publication of which he considers to be against the interests of national security.

(6) The NDA may also exclude from what it publishes under this paragraph—

(a) anything relating to the private affairs of an individual the publication of which the NDA considers would seriously and prejudicially affect the interests of that individual; and

(b) anything of a commercial nature relating specifically to the affairs of a particular body of persons the publication of which the NDA considers would seriously and prejudicially affect the interests of that body.

(7) In determining whether to exclude anything from publication under sub-paragraph (6) the NDA must have regard to whether the harm that would be caused by publication is likely to outweigh the benefits.

SCHEDULE 3

Preparation and revision of plan

1

(1) A plan prepared or revised by the NDA has effect only if it is approved—

(a) by the Secretary of State; and

(b) to the extent that it relates to responsibilities of the NDA falling within section 6(2), also by the Scottish Ministers.

(2) The NDA may revise its plan at any time before or during the year to which it relates.

Consultation by NDA

2

(1) Before preparing or revising a plan the NDA must consult—

(za) the Office for Nuclear Regulation;

(a) the Health and Safety Executive;

(b) the Environment Agency;

(ba) the Natural Resources Body for Wales;

(d) such persons with responsibilities in relation to nuclear security as have been nominated for the purposes of this sub-paragraph by the Secretary of State;

(e) every local authority whose area includes a designated installation, designated site or designated facility or a locality affected by activities at such an installation, site or facility;

(f) every person with control of such an installation, site or facility;

(g) the employees of every such person and the persons appearing to the NDA to represent them; and

(h) every body established—

(i) by the NDA, or

(ii) by a person with control of a designated installation, designated site or designated facility,

for the purpose of consulting persons about activities carried on at, or in connection with, such an installation, site or facility.

(2) In the case of a revision of a plan, the Secretary of State may allow the NDA to proceed without consulting one or more of the persons mentioned in sub-paragraph (1).

(3) In preparing or revising a plan the NDA must have regard to—

(a) every representation made to it by or on behalf of a person mentioned in sub-paragraph (1); and

(b) the representations made to it by members of the public.

(4) In this paragraph references, in relation to the preparation or revision of a plan, to a designated installation, designated site or designated facility include references to an installation, site or facility designated by a direction which—

(a) is not yet in force; but

(b) is to come into force during the year to which the plan relates.

Approval of annual plan

3

(1) This paragraph applies where a draft of the NDA’s plan for a financial year, or of a revision of such a plan, is submitted for approval—

(a) to the Secretary of State; or

(b) to the Secretary of State and the Scottish Ministers.

(2) The submission must be accompanied by a report by the NDA of the representations about the contents of its plan or revision that it received in the course of its preparation.

(3) Before determining whether or not to approve anything relating to responsibilities mentioned in section 6(3), the Secretary of State must consult the Scottish Ministers.

(4) The Secretary of State must also consult the Scottish Ministers before approving anything relating to proposals for the non-processing treatment, the storage or the disposal of hazardous materials if it appears to him that the proposals would have an effect (notwithstanding that they relate only to England and Wales)—

(a) on the management of hazardous materials located in Scotland; or

(b) on the use of a site in England and Wales for the non-processing treatment, the storage or the disposal of hazardous materials that could be brought to that site from Scotland.

(5) If—

(a) the Secretary of State approves what has been submitted to him, and

(b) the Scottish Ministers approve it so far as it relates to responsibilities of the NDA falling within section 6(2),

it takes effect, in relation to the financial year to which it relates, as an approved plan of the NDA.

(6) If it is not so approved, the NDA must—

(a) modify what was submitted; and

(b) re-submit it for approval to the Secretary of State and (if the case so requires) to the Scottish Ministers.

(7) Where the NDA makes modifications of a plan for the purpose of resubmitting it, it must do so in accordance with any directions given to it—

(a) in relation to any matter other than responsibilities of the NDA falling within section 6(2), by Secretary of State; or

(b) in relation to those responsibilities, by the Secretary of State and the Scottish Ministers, acting jointly.

(8) Before giving a direction under sub-paragraph (7), the Secretary of State or (as the case may be) the Secretary of State and the Scottish Ministers must consult —

(a) the NDA;

(aa) the Office for Nuclear Regulation;

(b) the Health and Safety Executive;

(ca) the Natural Resources Body for Wales;

(d) the Scottish Environment Protection Agency; and

(e) such persons with responsibilities in relation to nuclear security as have been nominated for the purposes of this sub-paragraph by the Secretary of State.

(9) In this paragraph “non-processing treatment” has the same meaning as in section 6.

Publication of plan

4

(1) The NDA must publish its plan for a financial year in the manner which, in its opinion, is most appropriate for bringing it to the attention of persons likely to be affected by it.

(2) Where it revises that plan, it must so publish the revised plan.

(3) The Secretary of State must lay before Parliament a copy of anything that the NDA publishes in accordance with sub-paragraph (1) or (2), and the Scottish Ministers must lay before the Scottish Parliament a copy of anything that is so published.

(4) Where the NDA publishes a plan or revised plan under this paragraph it must, in the same manner, publish a report on the representations it received about what the plan or revision should contain.

(5) The NDA must exclude from what it publishes under this paragraph anything that it has been notified by the Secretary of State is a matter the publication of which he considers to be against the interests of national security.

(6) The NDA may also exclude from what it publishes under this paragraph—

(a) anything relating to the private affairs of an individual the publication of which the NDA considers would seriously and prejudicially affect the interests of that individual; and

(b) anything of a commercial nature relating specifically to the affairs of a particular body of persons the publication of which the NDA considers would seriously and prejudicially affect the interests of that body.

(7) In determining whether to exclude anything from publication under sub-paragraph (6) the NDA must have regard to whether the harm that would be caused by publication is likely to outweigh the benefits.

SCHEDULE 4

Exempt activities to be separate trade

1

Exempt activities carried on—

(a) by the NDA, or

(b) by a company while it is an NDA company,

are to be treated for corporation tax purposes as a separate trade distinct from all other activities carried on by the NDA or (as the case may be) that company.

Accounting periods of companies carrying on exempt activities

2

(1) An accounting period of the NDA or of an NDA company ends (if it would not otherwise do so)—

(a) where it begins to carry on exempt activities, immediately before it begins to carry them on; and

(b) where it ceases to carry on such activities, immediately after it so ceases.

(2) An accounting period of a company which—

(a) becomes an NDA company, and

(b) is carrying on exempt activities immediately after becoming such a company,

ends (if it would not otherwise do so) when it becomes an NDA company.

(3) An accounting period of a company which—

(a) ceases to be an NDA company, and

(b) is carrying on exempt activities immediately before ceasing to be such a company,

ends (if it would not otherwise do so) when it ceases to be an NDA company.

Charges on income in connection with exempt activities

3

No qualifying charitable donations made—

(a) by the NDA, or

(b) by an NDA company,

in connection with the carrying on of exempt activities are to be deductible from its total profits under Part 6 of the Corporation Tax Act 2010.

Finance leasing of plant and machinery

4

(1) This paragraph applies where there is a finance lease in the case of which—

(a) the lessor is the NDA or an NDA company;

(b) the lessee is the NDA or an NDA company;

(d) the machinery or plant to which the lease relates is used by the lessee for the purposes of those activities.

(2) No allowance under Part 2 of the Capital Allowances Act 2001 (c. 2) (plant and machinery allowances) shall be available to the lessor in respect of qualifying expenditure on the provision of the plant or machinery for leasing under the lease.

(3) Expressions used in this paragraph and in Chapter 17 of Part 2 of the Capital Allowances Act 2001 (anti-avoidance provisions relating to plant and machinery allowances) have the same meanings in this paragraph as in that Chapter.

Mixed use of industrial buildings

5

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Residue of qualifying expenditure on industrial buildings

6

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SCHEDULE 5

Identification of property to which scheme applies

1

A nuclear transfer scheme may set out the property, rights and liabilities to be transferred in one or more of the following ways—

(a) by specifying or describing them in particular;

(b) by identifying them generally by reference to, or to a specified part of, an undertaking from which they are to be transferred; or

Property, rights and liabilities that may be transferred

2

(1) The property, rights and liabilities that may be transferred by a nuclear transfer scheme include—

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

(b) property acquired, and rights and liabilities arising, in the period after the making of the scheme and before it comes into force;

(d) property situated anywhere in the United Kingdom or elsewhere;

(e) rights and liabilities under the law of a part of the United Kingdom or of a place outside the United Kingdom; and

(f) rights and liabilities under an enactment, EU instrument or subordinate legislation.

(2) The transfers to which effect may be given by a nuclear transfer scheme include transfers of interests and rights that are to take effect in accordance with the scheme as if there were—

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

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

as there would be, in the case of a transaction apart from this Act, by reason of a provision falling within sub-paragraph (3).

(3) A provision falls within this sub-paragraph to the extent that it has effect (whether under an enactment or agreement or otherwise) in relation to the terms on which the transferor is entitled or subject to anything to which the transfer relates.

(4) Sub-paragraph (5) applies where (apart from that sub-paragraph) a person would be entitled, in consequence of anything done or likely to be done by or under this Act in connection with a nuclear transfer scheme—

(a) to terminate, modify, acquire or claim an interest or right; or

(b) to treat an interest or right as modified or terminated.

(5) That entitlement—

(a) shall not be enforceable in relation to that interest or right until after the transfer of the interest or right by the scheme; and

(b) shall then be enforceable in relation to the interest or right only in so far as the scheme contains provision for the interest or right to be transferred subject to whatever confers that entitlement.

(6) Sub-paragraphs (2) to (5) have effect where shares in a subsidiary of the transferor are transferred—

(a) as if the reference in sub-paragraph (3) to the terms on which the transferor is entitled or subject to anything to which the transfer relates included a reference to the terms on which the subsidiary is entitled or subject to anything immediately before the transfer takes effect; and

(b) in relation to an interest or right of the subsidiary, as if the references in sub-paragraph (5) to the transfer of the interest or right included a reference to the transfer of the shares.

Dividing and modifying transferor’s property, rights and liabilities

3

(1) A nuclear transfer scheme may contain provision—

(a) for the creation, in favour of a transferor or transferee, of an interest or right in or in relation to property transferred in accordance with the scheme;

(b) for giving effect to a transfer to a person by the creation, in favour of that person, of an interest or right in or in relation to property retained by a transferor;

(c) for the creation of new rights and liabilities (including rights of indemnity and duties to indemnify) as between different transferees and as between a transferee and a transferor.

(2) A nuclear transfer scheme may contain provision for the creation of rights and liabilities for the purpose of converting arrangements between different parts of a transferor’s undertaking which exist immediately before the coming into force of the scheme into a contract between different transferees or between a transferee and a transferor.

(3) A nuclear transfer scheme may contain provision—

(a) for rights and liabilities to be transferred so as to be enforceable by or against more than one transferee or by or against both the transferee and the transferor; and

(b) for rights and liabilities enforceable against more than one person in accordance with provision falling within paragraph (a) to be enforceable in different or modified respects by or against each or any of them.

(4) A nuclear transfer scheme may contain provision for interests, rights or liabilities of third parties in relation to anything to which the scheme relates to be modified in the manner set out in the scheme.

(5) In sub-paragraph (4) “third party”, in relation to a nuclear transfer scheme, means a person other than the transferor or the transferee.

(6) Paragraph 2(2) and (3) applies to the creation of interests and rights in accordance with a nuclear transfer scheme as it applies to the transfer of interests and rights.

Obligation to effect transfers etc. under a nuclear transfer scheme

4

(1) A nuclear transfer scheme may contain provision for imposing on a transferee or transferor an obligation—

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

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

as may be specified or described in the scheme.

(2) Subject to sub-paragraphs (3) and (4) of this paragraph, paragraph 2 does not enable—

(a) an agreement or instrument entered into or executed in accordance with an obligation imposed by a nuclear transfer scheme, or

(b) anything done under such an agreement or instrument,

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

(3) A nuclear transfer scheme may provide for—

(a) transfers made by or under an agreement or instrument entered into or executed in accordance with an obligation imposed in a nuclear transfer scheme, or

(b) interests or rights created by or under such an agreement or instrument,

to include, to the extent specified in the scheme, a transfer, interest or right that may be made or created by virtue of paragraph 2(2).

(4) A nuclear transfer scheme may provide for paragraph 2(4) and (5) to apply to interests or rights affected by—

(a) the provisions of an agreement or instrument which is to be entered into or executed in accordance with the scheme; or

(b) a proposal for such an agreement or for the execution of such an instrument.

(5) Where paragraph 2(4) and (5) does apply to interests or rights so affected, it shall apply as if references to the nuclear transfer scheme included references to the agreement or instrument in question.

(6) An obligation imposed on a person by virtue of sub-paragraph (1) shall be enforceable by the relevant person 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 (c. 36); or

(7) The relevant person for the purposes of sub-paragraph (6) is the person with, or in favour of whom, the agreement or instrument is to be entered into or executed.

Effect of nuclear transfer schemes

5

(1) In relation to each provision of a nuclear transfer scheme for the transfer of property, rights or liabilities, or for the creation of interests, rights or liabilities—

(a) this Act shall have effect so as, without further assurance, to vest the property or interests, or the rights or liabilities, in the transferee at the time at which the scheme comes into force; and

(b) the provisions of that scheme in relation to that property or those interests, or in relation to those rights or liabilities, shall have effect from that time.

(2) Sub-paragraph (1) is subject to so much of a nuclear transfer scheme as provides for—

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

(b) the creation of interests, rights and liabilities which are to be created in accordance with the scheme,

to be effected by or under an agreement or instrument entered into or executed in pursuance of an obligation imposed by virtue of paragraph 4(1).

(3) In its application to Scotland, sub-paragraph (1) has effect with the omission of the words “without further assurance”.

Supplementary provisions of schemes

6

(1) A nuclear transfer scheme may make incidental, supplemental, consequential and transitional provision in connection with the transfers to be made in accordance with the scheme.

(2) Such provision may include different provision for different cases or different purposes.

(3) In particular, a nuclear transfer scheme may make provision, in relation to transfers in accordance with the scheme—

(a) for the transferee to be treated as the same person in law as the transferor;

(b) for agreements made, transactions effected or other things done by or in relation to the transferor 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 an agreement, instrument or other document to the transferor or to an employee or office holder with the transferor 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; and

(d) for proceedings commenced by or against the transferor to be continued by or against the transferee.

(4) Sub-paragraph (3)(c) does not apply to references in an enactment or in subordinate legislation.

(5) A nuclear transfer scheme may make provision for disputes as to the effect of the scheme—

(a) between different transferees, or

(b) between a transferee and a transferor,

to be referred to such arbitration as may be specified in or determined under the scheme.

(6) Where a person is entitled, in consequence of a nuclear transfer scheme, to possession of a document relating in part to the title to land or other property in England and Wales, or to the management of such land or other property—

(a) the scheme may provide for that person to be treated as having given another person an acknowledgement in writing of the right of that other person to production of the document and to delivery of copies of it; and

(b) section 64 of the Law of Property Act 1925 (c. 20) (production and safe custody of documents) shall have effect accordingly, and on the basis that the acknowledgement did not contain an expression of contrary intention.

(7) Where a person is entitled, in consequence of a nuclear transfer scheme, to possession of a document relating in part to the title to land or other property in Scotland or to the management of such land or other property, subsections (1) and (2) of section 16 of the Land Registration (Scotland) Act 1979 (c. 33) (omission of certain clauses in deeds) shall have effect in relation to the transfer—

(a) as if the transfer had been effected by deed; and

(b) as if the words “unless specially qualified” were omitted from each of those subsections.

(8) In this paragraph references to a transfer in accordance with a nuclear transfer scheme include references to the creation in accordance with such a scheme of an interest, right or liability.

Proof of title by certificate

7

A certificate issued by the Secretary of State to the effect that any property, right or liability vested at a particular time in accordance with a nuclear transfer scheme in a person specified in the certificate shall be conclusive evidence of the matters specified in the certificate.

Duties in relation to foreign property

8

(1) Where there is a transfer in accordance with a nuclear transfer scheme of—

(a) foreign property, or

(b) a foreign right or liability,

the transferor and the transferee must take all requisite steps to secure that the vesting of the foreign property, right or liability in the transferee by this Act is effective under the relevant foreign law.

(2) Until the vesting of the foreign property, right or liability in the transferee in accordance with the scheme is effective under the relevant foreign law, the transferor must—

(a) hold the property or right for the benefit of the transferee; or

(b) discharge the liability on behalf of the transferee.

(3) Nothing in sub-paragraph (1) or (2) prejudices the effect under the law of a part of the United Kingdom of the vesting of any foreign property, right or liability in the transferee in accordance with a nuclear transfer scheme.

(4) Where—

(a) any foreign property, right or liability is acquired or incurred by the transferor in respect of any other property, right or liability, and

(b) by virtue of this paragraph, the transferor holds the other property or right for the benefit of another person or is required to discharge the liability on behalf of another person,

the property, right or liability acquired or incurred shall immediately become the property, right or liability of that other person.

(5) The provisions of sub-paragraphs (1) to (4) shall have effect in relation to foreign property, rights or liabilities transferred to a person under sub-paragraph (4) as they have effect in the case of property, rights and liabilities transferred in accordance with a nuclear transfer scheme.

(6) Where the transferor of foreign property, or of a foreign right or liability, is the NDA or the UKAEA—

(a) the transferor shall have all such powers as it or they may require for the performance of obligations imposed on it or them under this paragraph; but

(b) the transferee must, so far as practicable, act on behalf of the transferor in performing the obligations imposed on the transferor by this paragraph.

(7) References in this paragraph to foreign property, or to a foreign right or liability, are references to any property, right or liability as respects which an issue arising in any proceedings would be determined (in accordance with the rules of private international law) by reference to the law of a country or territory outside the United Kingdom.

(8) Expenses incurred by a transferor under this paragraph shall be met by the transferee.

(9) An obligation imposed under this paragraph in relation to property, rights or liabilities shall be enforceable as if contained in a contract between the transferor and the transferee.

Modification of scheme by agreement

9

(1) This paragraph applies in the case of a nuclear transfer scheme where a transferee agrees in writing—

(a) with the transferor,

(b) with another transferee under that scheme, or

that provision falling within sub-paragraph (2) be made for the purpose of modifying the effect of the scheme or (as the case may be) the effect of either or both of the schemes.

(2) That provision is provision that—

(a) property, rights or liabilities transferred in accordance with the scheme or either of them, and

(b) property, rights or liabilities acquired or incurred since the transfer in respect of the transferred property, rights or liabilities,

be transferred from one party to the agreement to the other as from a date appointed by the agreement.

(3) If—

(a) the agreement is entered into within the period of three years after the coming into force of any transfer made in accordance with either of the schemes to a party to the agreement, and

(b) the Secretary of State has given his approval to the transfer for which the agreement provides, and to its terms and conditions,

the transfer for which the agreement provides shall take effect on the date appointed by the agreement as if it were a transfer in accordance with a nuclear transfer scheme.

(4) Subject to the approval of the Secretary of State and to sub-paragraph (5), the provisions that may be contained in a modification agreement include any provision in relation to a transfer for which it provides as is capable of being contained in a nuclear transfer scheme in relation to a transfer for which the scheme provides.

(5) Nothing in a modification agreement is to provide for interests, rights or liabilities to be created, as opposed to transferred, except as between persons who are parties to the agreement.

(6) Before—

(a) refusing his approval for the purposes of this paragraph, or

(b) giving his approval for those purposes in a case where the NDA is not a party to the proposed agreement,

the Secretary of State must consult the NDA.

(7) The consent of the Treasury is required for the giving of an approval by the Secretary of State for the purposes of this paragraph.

(8) In this paragraph references to a transfer in accordance with a nuclear transfer scheme include references to the creation of an interest, right or liability in accordance with such a scheme.

The Transfer of Undertakings (Protection of Employment) Regulations 1981

10

(1) The 2006 regulations apply to a transfer of an undertaking or business or part of an undertaking or business—

(a) in accordance with a nuclear transfer scheme, or

(b) in accordance with a modification agreement,

as if (in so far as that would not otherwise be the case) the references in those regulations to the transferor were references to the person in whom that undertaking or business or that part of an undertaking or business was vested immediately before the coming into force of the transfer.

(1A) The 2006 regulations apply to a service provision change—

(a) in accordance with a nuclear transfer scheme, or

(b) in accordance with a modification agreement,

as if (in so far as that would not otherwise be the case) the references in those regulations to the transferor were references to the person by whom the activities affected by the service provision change were carried out immediately before the coming into force of the service provision change.

(2) It shall be the duty of the Secretary of State, before—

(a) making a nuclear transfer scheme, or

(b) approving a modification agreement,

to give such notice of his proposals to such persons as he considers appropriate for enabling the provisions of the 2006 regulations applicable to a transfer (or service provision change) in accordance with the scheme or agreement to be complied with by the transferor.

(3) In sub-paragraph (2) “the transferor”, in relation to a transfer (or service provision change), means the person who is the transferor in relation to that transfer (or service provision change) for the purposes of the 2006 regulations.

(4) In this paragraph—

“the 1981 regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 1981 (S.I. 1981/1794);

references to a service provision change are references to a service provision change falling within regulation 3(1)(b) of the 2006 regulations.

Compensation for third parties

11

(1) Where—

(a) an entitlement of a third party to an interest or right would, apart from a provision of a nuclear transfer scheme or paragraph 2(4) and (5), arise in respect of the transfer or creation in accordance with a nuclear transfer scheme of any property, rights or liabilities,

(b) the provisions of that scheme or of paragraph 2(4) and (5) have the effect of preventing the third party’s entitlement to that interest or right from arising in respect of anything for which the scheme provides, and

(c) provision is not made by the scheme for securing that an entitlement to that interest or right, or to an equivalent interest or right, is preserved or created so as to arise in respect of the first occasion when corresponding circumstances next occur after the coming into force of the transfers for which the scheme provides,

the third party shall be entitled to such compensation as may be just in respect of the extinguishment of his entitlement.

(2) Where, in consequence of provisions included in a nuclear transfer scheme, the interests, rights or liabilities of a third party are modified as mentioned in sub-paragraph (3), the third party shall be entitled to such compensation as may be just in respect of—

(a) any diminution in the value of his interests or rights, or

(b) any increase in the burden of his liabilities,

which is attributable to that modification.

(3) Those modifications are modifications by virtue of which—

(a) an interest of the third party in property is transformed into, or replaced by, an interest in only part of that property;

(b) an interest of the third party in property is transformed into, or replaced by, separate interests in different parts of that property;

(c) a right of the third party against the transferor is transformed into, or replaced by, two or more rights which do not include a right which, on its own, is equivalent (disregarding the person against whom it is enforceable) to the right against the transferor; or

(d) a liability of the third party to the transferor is transformed into, or replaced by, two or more separate liabilities at least one of which is a liability enforceable by a person other than the transferor.

(4) A liability to pay compensation under this paragraph shall fall on such persons mentioned in sub-paragraphs (5) and (6) as—

(a) benefit from the extinguishment of the entitlement mentioned in sub-paragraph (1);

(b) have interests in the whole or any part of the property affected by the modification in question;

(d) are entitled to enforce the liabilities of the person to be compensated which are affected by that modification.

(5) Those persons are—

(a) a Minister of the Crown;

(b) the NDA;

(d) a publicly owned company which is a transferor or a transferee for the purposes of the provisions of the scheme giving rise to the compensation;

(e) a person who consented to the provisions of the scheme giving rise to the compensation.

(6) Where in the case of a recovery scheme the transferor is not a publicly owned company, those persons also include—

(a) the relevant contractor; and

(b) the transferor.

(7) A liability to pay compensation under this paragraph must be apportioned between the persons liable to pay it in such manner as may be appropriate having regard to the extent of—

(a) the benefit they respectively obtain from the extinguishment; or

(b) the interests, rights or liabilities in respect of which they are liable to pay compensation.

(8) Where compensation is paid by any person in connection with provisions of a recovery scheme, the person paying the compensation may, if and to the extent that the Secretary of State so directs, recover the amount paid from—

(a) the relevant contractor; and

(b) the transferor.

(9) A dispute as to—

(a) whether any compensation is to be paid under this paragraph,

(b) the person to or by whom it is to be paid, or

shall be referred to and determined by the person mentioned in sub-paragraph (10).

(10) That person is—

(a) where the claimant requires the matter to be determined in England and Wales or in Northern Ireland, an arbitrator appointed by the Lord Chancellor; and

(b) where the claimant requires the matter to be determined in Scotland, an arbiter appointed by the Lord President of the Court of Session.

(11) In the preceding provisions of this paragraph “third party”, in relation to a nuclear transfer scheme, means a person other than the transferor or the transferee.

(12) This paragraph shall have effect in relation to—

(a) the provisions of an agreement or instrument entered into or executed in pursuance of an obligation imposed in a nuclear transfer scheme, and

(b) the provisions of a modification agreement relating to property, rights or liabilities transferred or created in accordance with a nuclear transfer scheme,

as it has effect in relation to the scheme but as if, in the case of a modification agreement, everyone who is not a party to the agreement were a third party.

Compensation for transferor in case of a recovery scheme

12

(1) If the Secretary of State is satisfied in the case of a recovery scheme that it is just to do so he may—

(a) pay compensation to the transferor in respect of property or rights of which he is deprived in accordance with the scheme; or

(b) direct the NDA to pay such compensation.

(2) No compensation shall be payable under this paragraph to the relevant contractor.

(3) Where compensation is paid under this paragraph and the Secretary of State so directs, so much of the compensation as may be specified in the direction may be recovered by him or (as the case may be) by the NDA from the relevant contractor.

(4) The amount of any compensation under this paragraph shall be determined by the Secretary of State.

(5) A dispute as to—

(a) whether any compensation is to be paid under this paragraph,

(b) the person to or by whom it is to be paid, or

shall be referred to and determined by the person mentioned in sub-paragraph (6).

(6) That person is—

(a) where the claimant requires the matter to be determined in England and Wales or in Northern Ireland, an arbitrator appointed by the Lord Chancellor; and

(b) where the claimant requires the matter to be determined in Scotland, an arbiter appointed by the Lord President of the Court of Session.

(7) This paragraph shall have effect in relation to—

(a) the provisions of an agreement or instrument entered into or executed in pursuance of an obligation imposed in a recovery scheme, and

(b) the provisions of a modification agreement relating to property, rights and liabilities transferred or created in accordance with a recovery scheme,

as it has effect in relation to the scheme.

Interpretation

13

(1) In this Schedule—

“modification agreement” means an agreement for a transfer that is to have effect in accordance with paragraph 9(3);

“recovery scheme” means so much of a nuclear transfer scheme as contains provision for or in connection with a transfer authorised by section 41;

“relevant contractor”, in relation to a recovery scheme, means the person who (within the meaning of that section) is the contractor in relation to the contract by reference to the breach of which, or the expiry or other termination of which, that scheme was made;

“transferee”—in relation to a nuclear transfer scheme, means a person to whom property, rights or liabilities are transferred in accordance with the scheme; andin relation to particular property, rights or liabilities transferred or created in accordance with a nuclear transfer scheme, means the person to whom that property or those rights or liabilities are transferred or in whose favour, or in relation to whom, they are created;

“transferor”—in relation to a nuclear transfer scheme, means a person from whom property, rights or liabilities are transferred in accordance with the scheme; andin relation to particular property, rights or liabilities transferred or created in accordance with a nuclear transfer scheme, means the person from whom that property or those rights or liabilities are transferred or the person who or whose property is subject to the interest or right created by the scheme or for whose benefit the liability is created.

(2) References in this Schedule to a right or to an entitlement to a right include references to an entitlement to exercise a right; and, accordingly, references to a right’s arising include references to its becoming exercisable.

SCHEDULE 6

Application and interpretation of Schedule

1

(1) This Schedule applies where—

(a) property, rights and liabilities are transferred to a company (“the transferee company”) in accordance with provisions of a nuclear transfer scheme authorised by section 39; and

(b) that company is publicly owned when the transfer takes effect.

(2) In this Schedule—

“the Authorities” means the NDA and the UKAEA;

“the relevant scheme”, in relation to the transferee company, means—the nuclear transfer scheme containing the provisions authorised by section 39 in accordance with which property, rights and liabilities are vested in that company; andany modification agreement (within the meaning of Schedule 5) relating to that scheme;

“transferee company” is to be construed in accordance with sub-paragraph (1);

“transferor”, in relation to the transferee company, means the person or body from whom property, rights or liabilities are transferred to the transferee company in accordance with the relevant scheme.

(3) In this paragraph “company” means a company as defined in section 1(1) of the Companies Act 2006.

Initial Government holding in the transferee company

2

(1) As a consequence of the vesting, in accordance with the relevant scheme, of property, rights and liabilities in the transferee company, that company must issue to—

(a) the Treasury, or

(b) a Minister of the Crown,

such securities of the company as the Secretary of State may from time to time direct.

(2) In a case where the transferee company is a wholly-owned subsidiary of one of the Authorities, that company must, as a consequence of the vesting in that company of property, rights and liabilities, issue to the Authority in question such securities of the company as the Authority may from time to time direct.

(3) A direction under sub-paragraph (1) or (2) may be given to a company only at a time when the company is publicly owned.

(4) Securities issued in accordance with a direction under this paragraph—

(a) shall be of such nominal value as the Secretary of State may direct;

(b) shall be issued as fully paid; and

(c) shall be treated for the purposes of the Companies Act 2006 as if they had been paid up by virtue of the payment to the company of their nominal value in cash.

(5) The consent of the Treasury is required for—

(a) the exercise by the Secretary of State or either of the Authorities of a power conferred by the preceding provisions of this paragraph; or

(b) the disposal by a Minister of the Crown, or by either of the Authorities, of securities issued to him or to that Authority in accordance with this paragraph.

(6) The consent of the Secretary of State is required for the giving of a direction by either of the Authorities under sub-paragraph (2).

Government investment in securities of transferee company

3

(1) The Treasury or a Minister of the Crown may use money provided by Parliament for the acquisition of—

(a) securities of the transferee company; or

(b) rights to subscribe for such securities.

(2) The consent of the Treasury is required for—

(a) an acquisition by a Minister of the Crown under sub-paragraph (1); or

(b) a disposal by a Minister of the Crown of securities or rights acquired by virtue of this paragraph.

Exercise of functions through nominees

4

(1) The Treasury, a Minister of the Crown or either of the Authorities may appoint a person to act as a nominee of the Treasury, of that Minister or of that Authority—

(a) in the case of the Treasury or such a Minister, for the purposes of paragraph 2 or 3; and

(b) in the case of one of the Authorities, for the purposes of paragraph 2.

(2) The consent of the Treasury is required for the appointment of a nominee by a Minister of the Crown.

(3) The issue of securities under paragraph 2 to a nominee of the Treasury or of a Minister of the Crown must be in accordance with such directions (if any) as are given from time to time—

(a) by the Treasury; or

(b) with the consent of the Treasury, by the Minister.

(4) The acquisition of securities or rights under paragraph 3 by a nominee of the Treasury or of a Minister of the Crown must be in accordance with such directions (if any) as are given from time to time—

(a) by the Treasury; or

(b) with the consent of the Treasury, by a Minister of the Crown.

(5) A person who by virtue of paragraph 2 or 3 and this paragraph holds securities or rights as a nominee of the Treasury or of a Minister of the Crown must hold them and deal with them—

(a) on such terms, and

(b) in such manner,

as the Treasury or, with the consent of the Treasury, the Secretary of State may direct.

Payment of dividends etc. into Consolidated Fund

5

Dividends or other sums received by the Treasury or a Minister of the Crown in right of, or on the disposal of, securities or rights acquired by virtue of this Schedule must be paid into the Consolidated Fund.

Distributable reserves of transferee companies

6

(1) This paragraph applies where statutory accounts of the transferee company prepared as at a particular time would show the company as having net assets in excess of the aggregate of—

(a) its called-up share capital; and

(b) the amount, apart from the property, rights and liabilities to which the company has become entitled or subject in accordance with the relevant scheme, of its undistributable reserves.

(2) For the purposes of—

(a) section 830 of the Companies Act 2006 (profits available for distribution), and

(b) the preparation of statutory accounts of the company,

that excess shall be treated, except so far as the Secretary of State may otherwise direct, as representing an excess of the company’s accumulated realised profits over its accumulated realised losses.

(3) For the purposes of section 831 of the Companies Act 2006 (restriction on distribution of assets), so much of the excess as is the subject of a direction under sub-paragraph (2), shall be treated as comprised in the company’s undistributable reserves (subject to any modification of the direction by a subsequent direction under sub-paragraph (4)).

(4) The Secretary of State may give a direction for treatment as profits in relation to an amount equal to the whole or a part of an amount falling to be treated as mentioned in sub-paragraph (3).

(5) A direction for treatment as profits is one that provides that, on the realisation (whether before or after the company in question ceases to be publicly owned) of such profits and losses as may be specified or described in the direction, so much of the amount in relation to which the direction is given as may be determined in accordance with it—

(a) is to cease to be treated as mentioned in sub-paragraph (3); and

(b) is to be treated as comprised in the company’s accumulated realised profits.

(6) The Secretary of State must not give a direction under any provision of this paragraph at any time after the transferee company has ceased to be publicly owned.

(7) The consent of the Treasury is required for the giving of a direction under this paragraph.

(8) In this paragraph—

“accounting reference period” has the meaning given by section 391 of the Companies Act 2006;

“called-up share capital” has the meaning given by section 547 of that Act;

“net assets” has the meaning given by section 831(2) of that Act;

“statutory accounts”, in relation to a company, means accounts of the company prepared in respect of a period in accordance with the requirements of that Act, or with those requirements applied with such modifications as are necessary where that period is not an accounting reference period;

“undistributable reserves” has the meaning given by section 831(4) of that Act.

Dividends

7

(1) This paragraph applies where a distribution is proposed to be declared—

(a) during an accounting reference period of the transferee company which includes a transfer date; or

(b) before any accounts are laid or filed in respect of such a period.

(2) sections 836 to 840 of the Companies Act 2006 (accounts relevant for determining whether a distribution may be made by a company) shall have effect as if—

(a) references in section 836 to the company’s accounts and to accounts relevant under that section, and

(b) references in section 839 to initial accounts,

included references to such accounts as, on the assumptions stated in sub-paragraph (3), would have been prepared under section 394 of that Act in respect of the relevant year (“the relevant accounts”).

(3) Those assumptions are—

(a) that the relevant year was a financial year of the transferee company;

(b) that the vesting of property, rights and liabilities in accordance with the relevant scheme was effected immediately after the beginning of that year;

(c) that so much of the relevant scheme as contains provision by or under which there is a determination of the value of an asset to which the company becomes entitled in accordance with the scheme has effect for determining the value of that asset for the purposes of the accounts in question;

(d) that so much of the relevant scheme as contains provision by or under which there is a determination of the amount of a liability to which the company becomes subject in accordance with the scheme has effect for determining the amount of that liability for the purposes of the accounts in question;

(e) that securities of the transferee company issued or allotted before the declaration of the distribution had been issued or allotted before the end of the relevant year; and

(f) such other assumptions as may appear to the directors of the transferee company to be necessary or expedient for the purposes of this paragraph.

(4) The relevant accounts shall not be regarded as statutory accounts for the purposes of paragraph 8 of Schedule 7.

(5) In this paragraph—

“accounting reference period” has the meaning given by section 391 of the Companies Act 2006;

“complete financial year” means a financial year ending with 31st March;

“distribution” has the same meaning as in Part 23 of the Companies Act 2006 (see section 829 of that Act);

“the relevant year”, in relation to a transfer date, means the last complete financial year ending before that date;

“a transfer date”, in relation to the transferee company, means the date of the coming into force of the relevant scheme.

Saving for inherent powers of Ministers

8

Nothing in this Schedule is to be construed as prejudicing the ability of a Minister of the Crown or the Treasury, apart from the powers conferred on him or them by or under this Act or any other enactment—

(a) to acquire or dispose of securities of a company other than the transferee company; or

(b) to act through nominees for the purpose.

SCHEDULE 7

Interpretation of Schedule

1

(1) In this Schedule—

“designated BNFL company” means a company designated for the purposes of this Schedule by an order made by the Secretary of State;

“transferee company” means a body corporate which is—a body corporate to which a transfer has been made in accordance with a nuclear transfer scheme; butnot a subsidiary of the UKAEA;

“transferor”, in relation to a transfer scheme, means the person from whom property, rights and liabilities are transferred to a transferee company in accordance with the scheme.

(2) The Secretary of State may designate a company for the purposes of this Schedule as a designated BNFL company only if, without being a subsidiary of the UKAEA, it is a publicly controlled company to which—

(a) securities of BNFL or of a designated BNFL company,

(b) property, rights or liabilities of BNFL or of a designated BNFL company, or

were transferred (whether in accordance with a nuclear transfer scheme or otherwise) at a time when both the person from whom they were transferred and the company to which they were transferred were publicly controlled.

(3) For the purposes of this Schedule a body corporate is wholly-owned by the Crown if it is a company limited by shares each of which is held on behalf of the Crown.

(4) A share in a company is held on behalf of the Crown if, and only if, it is held by—

(a) the Treasury;

(b) a Minister of the Crown;

(d) a nominee of a person falling within paragraphs (a) to (c).

(5) An order designating a company for the purposes of this Schedule must be laid before Parliament.

(6) References in this Schedule to a nuclear transfer scheme include references to any modification agreement (within the meaning of Schedule 5) relating to that scheme.

(7) In this paragraph “company” means a company as defined in section 1(1) of the Companies Act 2006.

Government lending to transferee companies

2

(1) Subject to paragraphs 5 and 6, the Secretary of State may, with the approval of the Treasury, make loans of such amounts as he thinks fit to—

(a) a designated BNFL company which is publicly controlled; or

(b) a publicly controlled transferee company which is not a designated BNFL company.

(2) Loans which the Secretary of State makes under this paragraph must be repaid to him at such times and by such methods as he may direct from time to time.

(3) Interest on such loans must be paid to the Secretary of State at such rates and at such times as he may so direct.

(4) The approval of the Treasury is required for a direction under sub-paragraph (2) or (3).

(5) The Secretary of State must pay sums received by him by virtue of this paragraph into the Consolidated Fund.

Guarantees for designated BNFL companies

3

Section 1 of the Nuclear Industry (Finance) Act 1977 (c. 7) (Government guarantees for BNFL) shall have effect as if the references to BNFL included references to any designated BNFL company that is publicly controlled at the time when the guarantee is given.

Government guarantees for loans of undesignated publicly controlled transferee companies

4

(1) Subject to paragraph 6, the Secretary of State may guarantee—

(a) the repayment of the principal of any sum borrowed otherwise than from him by a transferee company which is not a designated BNFL company but is publicly controlled at the time of the giving of the guarantee,

(b) the payment of interest on such a sum, and

(c) the discharge of any other financial obligation of such a transferee company in connection with the borrowing of such a sum.

(2) The Secretary of State may give a guarantee under this paragraph in such manner, and on such terms, as he thinks fit.

(3) As soon as practicable after giving a guarantee under this paragraph, the Secretary of State must lay a statement of the guarantee before Parliament.

(4) If sums are paid out by the Secretary of State under a guarantee given under this paragraph, the company whose obligations are fulfilled by the payment must pay him—

(a) such amounts in or towards the repayment to him of those sums as he may direct; and

(b) interest, at such rates as he may direct, on amounts outstanding under this sub-paragraph.

(5) Payments to the Secretary of State under sub-paragraph (4) must be made at such times, and in such manner, as he may from time to time direct.

(6) Where a sum has been paid out by the Secretary of State under a guarantee given under this paragraph, he must lay a statement relating to that sum before Parliament—

(a) as soon as practicable after the end of the financial year in which that sum is paid out; and

(b) as soon as practicable after the end of each subsequent relevant financial year.

(7) In relation to a sum paid out under a guarantee, a financial year is a relevant financial year for the purposes of sub-paragraph (6) unless—

(a) before the beginning of that year, the whole of that sum has been repaid to the Secretary of State under sub-paragraph (4); and

(b) the company in question is not at any time during that year subject to a liability to pay interest on amounts that became due under that sub-paragraph in respect of that sum.

(8) The consent of the Treasury is required—

(a) for the giving of a guarantee under this paragraph; and

(b) for the giving of a direction under sub-paragraph (4) or (5).

(9) The Secretary of State must pay sums received by him by virtue of sub-paragraph (4) into the Consolidated Fund.

Financial limits of BNFL and publicly controlled companies that are designated

5

(1) Section 2 of the Nuclear Industry (Finance) Act 1977 (c. 7) (financial limits for BNFL) shall have effect—

(a) as if the limit specified in subsection (1) of that section applied to BNFL and the designated BNFL companies, taken together, as it previously applied just to BNFL; and

(b) as if the amounts specified in sub-paragraph (2) were included, in the case of the application of subsection (1) of that section to BNFL and those companies, in the amounts specified in subsection (2) of that section.

(2) The amounts treated as included in the amounts specified in section 2(2) of that Act of 1977 are—

(a) the total paid after the passing of this Act by the Secretary of State or the Treasury for securities issued, otherwise than in pursuance of paragraph 2 of Schedule 6 to this Act, by a designated BNFL company which is publicly controlled both before and after the acquisition of those securities by the Secretary of State or the Treasury;

(b) the total amount outstanding in respect of the principal of loans made by virtue of paragraph 2 of this Schedule to a designated BNFL company;

(c) every sum for which the Secretary of State is liable in fulfilment of so much of a guarantee given under section 1(1) of that Act as relates to the principal of any loan to a company which is a designated BNFL company;

(d) every sum to which the Secretary of State may become so liable in default of payment by such a company;

(e) so much of every sum which the Secretary of State has paid in fulfilment of guarantees given for such a company under section 1(1) of that Act as has not been repaid under section 1(4) of that Act.

(3) Section 2(3) of that Act of 1977 (limit of £400 million on certain other guarantees for BNFL) shall have effect as if references to BNFL included references to a designated BNFL company that was publicly controlled when the guarantee was given.

(4) The Secretary of State may by order—

(a) increase the limit for the time being specified in section 2(1) of that Act of 1977; or

(b) provide for the apportionment of that limit between the different companies in relation to which it applies and for its operation as apportioned.

(5) An order apportioning the limit between different companies may provide for the amount apportioned to a particular company to be nil.

(6) No order is to be made containing provision increasing that limit unless a draft of the order has been—

(a) laid before Parliament; and

(b) approved by a resolution of the House of Commons.

(7) An order under this paragraph providing for the apportionment of that limit between different companies to which it applies must be laid before Parliament.

Financial limits for publicly controlled transferees that are not designated

6

(1) The aggregate amount outstanding by way of principal in respect of the amounts specified in sub-paragraph (2) must not exceed £100 million.

(2) Those amounts are—

(a) money borrowed by BNFL or by the UKAEA the liability to pay which falls, by virtue of one or more nuclear transfer schemes, on a company which at the time when the scheme came into force was publicly controlled but was neither a designated BNFL company nor a subsidiary of the UKAEA;

(b) money borrowed by a transferee company which at the time of the borrowing was publicly controlled but not a designated BNFL company;

(c) borrowed money for the repayment of which a publicly controlled transferee company which is not a designated BNFL company is a guarantor or a surety; and

(d) sums paid by the Secretary of State in fulfilment of guarantees given under paragraph 4 in respect of borrowing by a transferee company which at the time of the giving of the guarantee was publicly controlled but was not a designated BNFL company.

(3) Borrowing by a wholly-owned subsidiary of a company (“the holding company”) which would not otherwise be taken into account for the purposes of this paragraph shall be taken into account as if it were borrowing by the holding company; but borrowing—

(a) between a company and any of its wholly-owned subsidiaries, or

(b) between two such subsidiaries,

shall not be taken into account.

(4) Nothing in this paragraph—

(a) restricts the amount that may be borrowed by a company that has ceased to be publicly controlled; or

(b) requires amounts in respect of the liabilities of such a company to repay borrowing to be taken into account for the purposes of this paragraph, except in so far as they are liabilities to repay the Secretary of State.

(5) The Secretary of State may by order—

(a) increase the limit for the time being specified in sub-paragraph (1); or

(b) provide for the apportionment of that limit between the different companies in relation to which it applies and for its application as apportioned.

(6) An order apportioning the limit between different companies may provide for the amount apportioned to a particular company to be nil.

(7) No order is to be made containing provision increasing that limit unless a draft of the order has been—

(a) laid before Parliament; and

(b) approved by a resolution of the House of Commons.

(8) An order under this paragraph providing for the apportionment of that limit between different companies to which it applies must be laid before Parliament.

Temporary restrictions on borrowing of transferee companies

7

(1) This paragraph applies if the articles of association of a transferee company confer on a Minister of the Crown powers exercisable with the consent of the Treasury for, or in connection with, restricting the sums of money that may be borrowed or raised during any period by some or all of the members of the group to which that company belongs.

(2) Those powers shall be exercisable in the national interest notwithstanding any rule of law or the provisions of any enactment.

(3) For the purposes of this paragraph, an alteration of the articles of association of the company shall be disregarded if the alteration—

(a) has the effect of conferring or extending any power mentioned in sub-paragraph (1); and

(b) is made at a time when the company is not publicly owned.

(4) In this paragraph “group”, in relation to a company, means the following companies, taken together—

(a) that company;

(b) all of its subsidiaries;

(d) every company not mentioned in the preceding paragraphs which is a subsidiary of a company falling within paragraph (c).

Statutory accounts of transferee companies

8

(1) This paragraph has effect for the purposes of the statutory accounts of each of the following—

(a) a transferee company;

(b) a subsidiary of the UKAEA to which a transfer has been made in accordance with a nuclear transfer scheme;

(c) a company that is the transferor in relation to a transfer in accordance with such a scheme to a company falling within paragraph (a) or (b).

(2) The vesting in the company mentioned in sub-paragraph (1)(a) or (b) of property, rights and liabilities in accordance with the nuclear transfer scheme shall be taken to have been effected immediately after the end of the last accounting year of the transferor.

(3) Where a nuclear transfer scheme—

(a) specifies the value of an asset or the amount of a liability transferred in accordance with the scheme, or

(b) provides for the determination of that value or amount,

the value or amount shall be taken to be the value or amount specified in or determined in accordance with the provisions of the scheme.

(4) In this paragraph—

“accounting year”, in relation to a body corporate, means the period for which its annual accounts are prepared;

“last accounting year”, in relation to a nuclear transfer scheme, means the last complete accounting year ending before the scheme comes into force; and

“statutory accounts”, in relation to a company, means accounts of that company prepared for the purposes of a provision of the Companies Act 2006, including group accounts.

Accounts of Crown owned transferee companies to be laid before Parliament

9

As soon as practicable after the holding of a general meeting of a transferee company which, at the time of the meeting, is wholly-owned by the Crown, a Minister of the Crown must lay before Parliament a copy of—

(a) all accounts which, in accordance with a requirement of the Companies Act 2006, are laid before the company at that meeting, and

(b) all documents which are annexed or attached to those accounts.

SCHEDULE 8

Part 1 — Preliminary

Interpretation

1

(1) In this Schedule—

“BNFL company” means BNFL or a subsidiary of BNFL;

“the designated date” means such date as the Secretary of State may by order designate for the purposes of this Schedule;

“NDA pension scheme” means a pension scheme maintained by or on behalf of the NDA under or by virtue of section 8(1)(a) or (b);

“non-nuclear pension scheme” means a pension scheme that is not a nuclear pension scheme;

“nuclear pension scheme” means—a UKAEA pension scheme;an NDA pension scheme;a pension scheme maintained by or on behalf of a nuclear company which is wholly-owned by the Crown; ora pension scheme designated for the purposes of this Schedule by an order made by the Secretary of State;

“pension scheme authority”, in relation to a nuclear pension scheme, means, according to whether the scheme falls within paragraph (a), (b), (c) or (d) of the preceding definition—the UKAEA;the NDA;the nuclear company in question; orthe person specified in the order designating the scheme;

“private sector employer” means a person who is not a relevant public sector employer;

“public sector employee” means a person who is—an employee of the UKAEA;an employee of a subsidiary of the UKAEA; oran employee of, or a director or other officer of, a BNFL company that is publicly controlled;

“relevant public sector employer” means any of the following—the UKAEA;the NDA;the Civil Nuclear Police Authority;a publicly controlled company;

“transfer arrangements” means arrangements for the transfer of any of the following otherwise than in accordance with a nuclear transfer scheme—securities of, or voting rights in, a company; ora business, or a part of a business;

“UKAEA pension scheme” means a pension scheme maintained by the UKAEA under paragraph 7(2)(b) of Schedule 1 to the Atomic Energy Authority Act 1954 (c. 32).

(2) References in this Schedule to the modification of a pension scheme include references to the modification of any one or more of the following—

(a) the trust deed of the scheme, if there is one;

(b) rules of the scheme; or

(3) For the purposes of this Schedule a body corporate is wholly-owned by the Crown if it is a company limited by shares and that company is one in which—

(a) a person specified in sub-paragraph (4) holds all the shares; or

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