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

(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

(b) two or more persons so specified, taken together, hold all the shares.

(4) Those persons are—

(a) the Treasury;

(b) a Minister of the Crown;

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

(5) A reference in this Schedule to a nuclear transfer scheme includes a reference to a modification agreement (within the meaning of Schedule 5).

(6) References in this Schedule to a person being eligible to become a participant in a pension scheme if he fulfils a condition—

(a) do not include references to his being eligible to become a participant in a scheme if a different person becomes his employer or if his employer becomes the subsidiary of a particular body corporate; but

(b) do include references, in the case of a person whose participation in the scheme is temporarily suspended (whether by reason of a secondment or loan of his service or otherwise), to fulfilment of the conditions that would bring the suspension to an end.

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

Part 2 — Extensions of certain pension schemes

2

(1) The NDA may, by direction, make such modifications of a relevant pension scheme as it considers appropriate for purposes connected with extending the groups of persons who may participate in the scheme to—

(a) employees of a qualifying employer;

(b) directors or other officers of a qualifying employer who are not employees of the employer.

(2) The NDA may also, by direction, make such further modifications of a relevant pension scheme that has been modified by a direction under sub-paragraph (1) as it considers appropriate for purposes connected with conferring functions in relation to the scheme’s operation or management on the NDA.

(3) For the purposes of this paragraph a person is a qualifying employer in relation to a relevant pension scheme if—

(a) a transfer is made in accordance with a nuclear transfer scheme; and

(b) in consequence of that transfer persons falling within sub-paragraph (4) become employees, or directors or other officers, of that person.

(4) A person falls within this sub-paragraph if immediately before the transfer in question takes effect, he—

(a) is a participant in the relevant pension scheme in question;

(b) is eligible to become such a participant; or

(c) would be eligible to become such a participant had he attained an age, or fulfilled a condition, specified in that scheme.

(5) Where employees, or directors or other officers, of a qualifying employer participate in a pension scheme by virtue of a direction under this paragraph, the employer must pay to the trustee of the scheme in respect of that participation—

(a) such amounts as may be determined in accordance with the rules of the scheme; or

(b) such higher amounts as may be determined by the Secretary of State.

(6) The modifications of a pension scheme that may be made under this paragraph include modifications that make supplemental, consequential or transitional provision.

(7) The modifications of a pension scheme that may be made under this paragraph do not include modifications that would, to any extent, deprive a member of the scheme of pension rights that accrued to him under the scheme before the coming into force of the modification.

(8) Before making a modification of a pension scheme under this paragraph the NDA must consult—

(a) the trustee of the scheme; and

(b) such persons as appear to the NDA to represent the employees, or directors or other officers, likely to be affected by the modification.

(9) The consent of the Secretary of State is required for the giving of a direction under this paragraph.

(10) In this paragraph “relevant pension scheme” means—

(a) a nuclear pension scheme maintained by or on behalf of a nuclear company which is wholly-owned by the Crown;

(b) a nuclear pension scheme designated as a relevant pension scheme for the purposes of this paragraph by an order made by the Secretary of State.

Part 3 — Public sector transfers of UKAEA pension scheme members

Transfers of employment for NDA purposes

3

For the purposes of this Part of this Schedule a transfer of a person’s employment is made for NDA purposes if his employment immediately after the transfer takes effect is—

(a) employment with the NDA or a subsidiary of the NDA; or

(b) other employment the duties of which consist wholly or mainly of duties relating to matters connected with the carrying out by the NDA of its functions.

Application of UKAEA pension scheme

4

(1) A person who—

(a) in accordance with a nuclear transfer scheme, or with any transfer arrangements, becomes an employee of a relevant public sector employer, and

(b) immediately before the transfer of his employment takes effect, is a participant in a UKAEA pension scheme,

is not to cease to be a participant in that pension scheme by reason only that he has ceased to be employed by the transferor.

(2) A person falling within sub-paragraph (1)(a) but not within sub-paragraph (1)(b) who, immediately before the transfer of his employment takes effect—

(a) is eligible to become a participant in a UKAEA pension scheme, or

(b) would be eligible to become such a participant had he attained an age, or fulfilled a condition, specified in the pension scheme,

is not precluded from being, or becoming, eligible to participate in that pension scheme by reason only that he has ceased to be employed by the transferor.

(3) Sub-paragraphs (1) and (2) do not apply in relation to the transfer of a person’s employment unless—

(a) the transfer is made for NDA purposes; or

(b) the transfer is a transfer to the Civil Nuclear Police Authority.

(4) Sub-paragraphs (1) and (2) do not apply in relation to the transfer of a person’s employment that takes effect on or after the designated date unless—

(a) that person has satisfied the qualification requirement throughout the period beginning immediately before that date and ending immediately before the transfer takes effect; or

(b) the transfer is a transfer to the Civil Nuclear Police Authority.

(5) The qualification requirement is satisfied by a person for the purposes of sub-paragraph (4) at any time when—

(a) he is a participant in a UKAEA pension scheme;

(b) he is eligible to become such a participant; or

(c) he would be eligible to become such a participant had he attained an age, or fulfilled a condition, specified in the pension scheme;

and it is immaterial for the purposes of that sub-paragraph that the requirement is satisfied at different times in the period in question by reference to different paragraphs of this sub-paragraph.

(6) A UKAEA pension scheme may apply to persons who are—

(a) persons to whom it would not otherwise apply, and

(b) entitled to participate in that pension scheme by virtue of sub-paragraph (1) or (2),

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

(7) A UKAEA pension scheme may also apply to persons who (without being persons to whom it would apply apart from this sub-paragraph) are employees of a publicly controlled company in a case in which—

(a) that company is a company to which employees have been transferred in accordance with a nuclear transfer scheme or with transfer arrangements;

(b) those transfers, if they were made in accordance with transfer arrangements, were made for NDA purposes;

(c) the employees transferred were or included employees who, immediately after the transfer, were entitled by virtue of sub-paragraph (1) or (2) to participate in a UKAEA pension scheme or to an actual or potential eligibility to participate; and

(d) the employees to whom the scheme is applied do not include persons who were employees of the company immediately before the occasion or (as the case may be) first occasion on which a transfer of the employment of a person so entitled was made in accordance with a nuclear transfer scheme or transfer arrangements.

(8) A person is not entitled to participate in a UKAEA pension scheme by virtue of any of sub-paragraphs (1) to (7) at any time after he has ceased to be able to remain, or to become, a participant in that scheme as a consequence of having agreed to become a participant in—

(a) a pension scheme maintained by the relevant public sector employer to whom his employment was transferred; or

(b) a pension scheme maintained by another person in which he is able to become a participant by reference to his employment with that employer.

(9) If a relevant public sector employer to which the employment of any person is transferred in accordance with a nuclear transfer scheme or with transfer arrangements—

(a) is a publicly controlled company at the time when the employment is transferred, but

(b) subsequently ceases to be a publicly controlled company,

then, from the time when it so ceases, no person employed by that company shall be entitled, by virtue of that employment, to participate in a UKAEA pension scheme or to be or to become eligible to participate in such a scheme.

(10) In this paragraph “transferor”, in relation to a transfer of employment, means the person by whom the transferred employee was employed immediately before the transfer takes effect.

Modification of UKAEA pension scheme

5

(1) The Secretary of State may direct the UKAEA to make such modifications of a UKAEA pension scheme for the purpose of giving effect to paragraph 4 as may be specified in the direction.

(2) He may also direct the UKAEA to make such modifications as may be so specified for either or both of the following purposes—

(a) applying provisions of a UKAEA pension scheme that apply to employees of a publicly controlled company to the case of a person falling within sub-paragraph (3) who becomes a director or other officer of that company; and

(b) modifying those provisions in their application to such a case.

(3) A person falls within this sub-paragraph if, immediately before becoming a director or other officer of the company in question, he—

(a) is a participant in a UKAEA pension scheme;

(b) is eligible to become such a participant; or

(c) would be eligible to be such a participant had he attained an age, or fulfilled a condition, specified in such a scheme.

Transfer of funds from UKAEA pension scheme

6

(1) The Secretary of State may direct the UKAEA to make such modifications of a UKAEA pension scheme as may be specified in the direction for the purpose of requiring or enabling the transfer of funds and liabilities arising under the scheme in a case falling within sub-paragraph (2).

(2) That case is where a person ceases to be a participant in the scheme in consequence of—

(a) a transfer of his employment in accordance with a nuclear transfer scheme or transfer arrangements; or

(b) a transfer, in accordance with such a scheme or such arrangements, of securities of, or voting rights in, a company by which he is employed or a company of which such a company is a subsidiary.

(3) A direction by the Secretary of State under this paragraph may prescribe—

(a) the method of determining what is to be transferred; and

(b) the assumptions to be used in making that determination.

Exercise of powers of Secretary of State

7

(1) A direction under paragraph 5 or 6 may require the UKAEA to make such supplemental, consequential and transitional provision modifying a UKAEA pension scheme as the Secretary of State considers appropriate.

(2) Before giving a direction under paragraph 5 or 6, the Secretary of State must consult—

(a) the UKAEA;

(b) the Treasury; and

(c) such persons as appear to him to represent the employees, or directors or other officers, likely to be affected by the direction.

(3) The power to give a direction under paragraph 5 affecting persons who become employees, or directors or other officers, of a publicly controlled company is not exercisable after the company has ceased to be a publicly controlled company.

(4) The provisions of paragraphs 5 and 6—

(a) are in addition to the powers of the Secretary of State to give directions to the UKAEA under paragraph 13 of this Schedule, paragraph 7 of Schedule 10 to this Act or section 3 of the Atomic Energy Authority Act 1954 (c. 32); and

(b) are to be disregarded in construing those powers.

Payments to UKAEA by relevant public sector employer

8

Where employees, or directors or other officers, of a relevant public sector employer to whom employees are transferred in accordance with a nuclear transfer scheme or transfer arrangements participate in a UKAEA pension scheme by virtue of paragraph 4 or 5, the employer must pay to the UKAEA such amounts in respect of that participation as are—

(a) agreed between the relevant public sector employer and the UKAEA; or

(b) in the absence of such agreement, determined in relation to that employer by the Secretary of State.

Part 4 — Other transfers

Persons entitled to pension protection under paragraphs 10 and 11

9

(1) For the purposes of this Part of this Schedule a person is entitled to pension protection in relation to a nuclear transfer scheme or any transfer arrangements if—

(a) sub-paragraph (2) applies to him; and

(b) he is a person falling within sub-paragraph (5).

(2) This sub-paragraph applies to a person if—

(a) in accordance with the scheme or arrangements, a transfer mentioned in sub-paragraph (3) occurs; and

(b) immediately after the time at which that transfer takes effect, the person’s employment is for NDA purposes.

(3) The transfers referred to in sub-paragraph (2) are—

(a) a transfer of the person’s employment to the UKAEA, the NDA, a publicly controlled company or a private sector employer;

(b) where his employment is not so transferred, a transfer of securities of, or voting rights in, a company by which he is employed or a company of which such a company is a subsidiary.

(4) For the purposes of sub-paragraph (2) a person’s employment is for NDA purposes if it is—

(a) employment with the NDA or a subsidiary of the NDA; or

(b) other employment the duties of which consist wholly or mainly of duties relating to matters connected with the carrying out by the NDA of its functions.

(5) A person falls within this sub-paragraph if—

(a) he is a person to whom sub-paragraph (7) applies immediately before the relevant time;

(b) he is (in a case where the relevant time is on or after the designated date) a person to whom that sub-paragraph has applied throughout the period beginning immediately before the designated date and ending immediately before the relevant time;

(d) in consequence of the transfer scheme or transfer arrangements—

(i) he is precluded from being, or becoming, eligible to participate in the nuclear pension scheme by reference to which that sub-paragraph applies to him immediately before the relevant time; or

(ii) his employer is entitled to do something the effect of which will be so to preclude him.

(6) For the purposes of sub-paragraph (5) it is immaterial that the condition in paragraph (b) of that sub-paragraph is satisfied at different times in the period by reference to different schemes or different paragraphs of sub-paragraph (7) or both.

(7) This sub-paragraph applies to a person if—

(a) he is a participant in a nuclear pension scheme;

(b) he is eligible to become such a participant; or

(c) he would be eligible to become such a participant had he attained an age, or fulfilled a condition, specified in the pension scheme.

(8) For the purposes of sub-paragraph (5) the employment condition is satisfied by a person at the relevant time if, and only if, his employment throughout the relevant period has been for NDA purposes (within the meaning of sub-paragraph (4)).

(9) For the purposes of sub-paragraph (8) the relevant period in the case of a person to whom sub-paragraph (2) applies is whichever is the shorter of—

(a) the period of six months ending with the relevant time; and

(b) the period up to the relevant time since the last occasion prior to the present case on which sub-paragraph (2) applied to him.

(10) For the purpose of a person being entitled to pension protection in relation to a nuclear transfer scheme or any transfer arrangements on the first occasion on which sub-paragraph (2) applies to him, this paragraph shall have effect with the omission of sub-paragraph (5)(c).

(11) A person is not entitled to pension protection in relation to a nuclear transfer scheme or any transfer arrangements—

(a) at a time before the designated date unless he is a public sector employee immediately before that time; or

(b) at a time on or after the designated date unless he was a public sector employee at the time immediately before that date.

(12) In this paragraph “the relevant time”, in relation to a person to whom sub-paragraph (2) applies, means—

(a) the time when, in accordance with the scheme or arrangements, the transfer of his employment to the UKAEA, the NDA, a publicly controlled company or a private sector employer takes effect; or

(b) in relation to a person whose employment is not so transferred, the time when, in accordance with the scheme or arrangements, the transfer of securities of, or voting rights in, the company by which he is employed or the company of which it is a subsidiary takes effect.

Protection on transfer in accordance with a nuclear transfer scheme

10

(1) Before the coming into force of a nuclear transfer scheme in relation to which persons are entitled to pension protection the Secretary of State must consult—

(a) the appropriate pension scheme authority;

(b) the Treasury; and

(c) such persons as appear to him to represent the persons who will be entitled to pension protection in relation to the scheme.

(2) Before the coming into force of such a transfer scheme, the Secretary of State must satisfy himself that every person entitled to pension protection in relation to the scheme will be entitled, by virtue of the employment that he will hold after the relevant time—

(a) to exercise an option of becoming a participant in an appropriate pension scheme; or

(b) in the case of a person to whom paragraph 9(7)(c) will apply immediately before the relevant time, to exercise such an option on or before attaining the age or fulfilling the condition in question.

(3) The Secretary of State’s duty under sub-paragraph (2) is owed to every person who is entitled to pension protection in relation to the transfer scheme.

(4) In the case of a person to whom paragraph 9(5)(d)(ii) applies, the references in sub-paragraph (2) to a person being entitled to exercise an option are to be construed as references to a person being entitled to exercise an option if his employer exercises the entitlement mentioned in paragraph 9(5)(d)(ii).

(5) For the purposes of sub-paragraph (2), a pension scheme is an appropriate pension scheme in relation to a person if the Secretary of State is satisfied that—

(a) taking into account the other benefits (if any) that are conferred on or made available to that person as a result of the employment that he will hold after the relevant time, and

(b) taking the benefits that are available under the provisions of that pension scheme as a whole,

the benefits that are available under those provisions are no less favourable than the benefits available under the provisions (taken as a whole) of the nuclear pension scheme in respect of which he is entitled to protection under this Part of this Schedule.

(6) In sub-paragraph (5) the reference to the scheme in respect of which a person is entitled to protection under this Part of this Schedule is a reference to—

(za) in the case of a person entitled to reformed protection in relation to the nuclear transfer scheme who falls within paragraph 9A(1)(a), the Section mentioned in paragraph 9A(1)(a);

(zb) in the case of a person entitled to reformed protection in relation to the nuclear transfer scheme who falls within paragraph 9A(1)(b), the Section mentioned in paragraph 9A(1)(b);

(a) in the case of a person who is not entitled to reformed protection in relation to the nuclear transfer scheme and who has not previously been owed a duty under either sub-paragraph (2) or paragraph 11(3), the scheme by reference to which paragraph 9(7) will apply to him immediately before the relevant time; and

(b) in other cases, the scheme by reference to which paragraph 9(7) applied to him immediately before the time that was the relevant time in relation to him on the first occasion on which he was owed such a duty;

and the reference, in relation to such a person, to the provisions of that scheme is a reference to its provisions as in force immediately before the time specified in sub-paragraph (7).

(7) That time is—

(za) in a case falling within sub-paragraph (6)(za), the relevant time in relation to the person on the first occasion on which the person was owed a duty under either sub-paragraph (2) or paragraph 11(3) after the making of amendments to the Section mentioned in paragraph 9A(1)(a) in pursuance of regulations under section 311 of the Energy Act 2023;

(zb) in a case falling within sub-paragraph (6)(zb), the relevant time in relation to the person on the first occasion on which the person was owed a duty under either sub-paragraph (2) or paragraph 11(3) after the making of amendments to the Section mentioned in paragraph 9A(1)(b) in pursuance of regulations under section 311 of the Energy Act 2023;

(a) in a case falling within sub-paragraph (6)(a), the relevant time; or

(b) in a case falling within sub-paragraph (6)(b), the relevant time in relation to the person on the first occasion on which he was owed a duty under either sub-paragraph (2) or paragraph 11(3).

(8) Where a person—

(a) is a participant in a non-nuclear pension scheme by virtue of the exercise of an option in a case in which the Secretary of State discharged his duty to that person under sub-paragraph (2) by reference to that option, or

(b) is or will become entitled to exercise an option to become a participant in such a pension scheme in a case in which the Secretary of State discharged his duty to that person under sub-paragraph (2) by reference to that entitlement,

this Part of this Schedule shall have effect in relation to that person as if that scheme were a nuclear pension scheme.

(9) Sub-paragraph (8) does not apply in relation to a person to whom paragraph 9(5)(d)(ii) applied when the Secretary of State discharged his duty to that person under sub-paragraph (2) unless the person’s employer exercises the entitlement mentioned in paragraph 9(5)(d)(ii).

(10) In this paragraph “relevant time” has the same meaning as in paragraph 9.

Protection on a transfer in accordance with transfer arrangements

11

(1) It shall be the duty of the NDA to secure that provision is made for ensuring that consultation with the persons specified in sub-paragraph (2) takes place before any transfer arrangements in relation to which persons are entitled to pension protection take effect.

(2) Those persons are—

(a) the NDA itself;

(b) the Secretary of State;

(d) persons appearing to the NDA to represent persons who will be entitled to pension protection in relation to the arrangements.

(3) Before such transfer arrangements take effect, the NDA must satisfy itself that every person entitled to pension protection in relation to the arrangements will be entitled, by virtue of the employment that he will hold after the relevant time—

(a) to exercise an option of becoming a participant in an appropriate pension scheme; or

(b) in the case of a person to whom paragraph 9(7)(c) will apply immediately before the relevant time, to exercise such an option on or before attaining the age or fulfilling the condition in question.

(4) The NDA’s duty under sub-paragraph (3) is owed to every person who is entitled to pension protection in relation to the transfer arrangements.

(5) In the case of a person to whom paragraph 9(5)(d)(ii) applies, the references in sub-paragraph (3) to a person being entitled to exercise an option are to be construed as references to a person being entitled to exercise an option if his employer exercises the entitlement mentioned in paragraph 9(5)(d)(ii).

(6) For the purposes of sub-paragraph (3), a pension scheme is an appropriate pension scheme in relation to a person if the NDA is satisfied that—

(a) taking into account the other benefits (if any) that are conferred on or made available to him as a result of the employment that he will hold after the relevant time, and

(b) taking the benefits that are available under the provisions of that pension scheme as a whole,

(7) In sub-paragraph (6) the reference to the scheme in respect of which a person is entitled to protection under this Part of this Schedule is a reference to—

(za) in the case of a person entitled to reformed protection in relation to the transfer arrangements who falls within paragraph 9A(1)(a), the Section mentioned in paragraph 9A(1)(a);

(zb) in the case of a person entitled to reformed protection in relation to the transfer arrangements who falls within paragraph 9A(1)(b), the Section mentioned in paragraph 9A(1)(b);

(a) in the case of a person who is not entitled to reformed protection in relation to the transfer arrangements and who has not previously been owed a duty under either sub-paragraph (3) or paragraph 10(2), the scheme by reference to which paragraph 9(7) will apply to him immediately before the relevant time; and

(b) in other cases, the scheme by reference to which paragraph 9(7) applied to him immediately before the time that was the relevant time in relation to him on the first occasion on which he was owed such a duty;

and the reference, in relation to such a person, to the provisions of that scheme is a reference to its provisions as in force immediately before the time specified in sub-paragraph (8).

(8) That time is—

(za) in a case falling within sub-paragraph (7)(za), the relevant time in relation to the person on the first occasion on which the person was owed a duty under either sub-paragraph (3) or paragraph 10(2) after the making of amendments to the Section mentioned in paragraph 9A(1)(a) in pursuance of regulations under section 311 of the Energy Act 2023;

(zb) in a case falling within sub-paragraph (7)(zb), the relevant time in relation to the person on the first occasion on which the person was owed a duty under either sub-paragraph (3) or paragraph 10(2) after the making of amendments to the Section mentioned in paragraph 9A(1)(b) in pursuance of regulations under section 311 of the Energy Act 2023;

(a) in a case falling within sub-paragraph (7)(a), the relevant time; or

(b) in a case falling within sub-paragraph (7)(b), the relevant time in relation to the person on the first occasion on which he was owed a duty under either sub-paragraph (3) or paragraph 10(2).

(9) Where a person—

(a) is a participant in a non-nuclear pension scheme by virtue of the exercise of an option in a case in which the NDA discharged its duty to that person under sub-paragraph (3) by reference to that option, or

(b) is or will become entitled to exercise an option to become a participant in such a pension scheme in a case in which the NDA discharged its duty to that person under sub-paragraph (3) by reference to that entitlement,

this Part of this Schedule shall have effect in relation to that person as if that scheme were a nuclear pension scheme.

(10) Sub-paragraph (9) does not apply in relation to a person to whom paragraph 9(5)(d)(ii) applied when the NDA discharged its duty to that person under sub-paragraph (3) unless the person’s employer exercises the entitlement mentioned in paragraph 9(5)(d)(ii).

(11) In this paragraph “relevant time” has the same meaning as in paragraph 9.

Modification of NDA schemes

12

(1) The Secretary of State shall have power by direction to make such modifications of an NDA pension scheme as he considers appropriate for the purpose of securing—

(a) in relation to any proposed transfer, or

(b) in relation to transfers that he considers may occur,

that the scheme will be an appropriate pension scheme for the purposes of paragraph 10 or 11.

(2) The NDA shall also have power by direction to make such modifications of an NDA pension scheme as it considers appropriate for the purpose of securing—

(a) in relation to any proposed transfer, or

(b) in relation to transfers that it considers may occur,

that the scheme will be an appropriate pension scheme for the purposes of paragraph 10 or 11.

(3) Before making a modification under this paragraph the Secretary of State must consult—

(a) the NDA; and

(b) such persons as appear to him to represent the employees likely to be affected by the modification.

(4) Before making a modification under this paragraph the NDA must—

(a) consult such persons as appear to it to represent the employees likely to be affected by the modification; and

(b) obtain the consent of the Secretary of State to the modification.

Part 5 — UKAEA pensions for employees of designated BNFL companies

13

(1) A UKAEA pension scheme may apply to employees of a designated BNFL company which is publicly controlled as it applies to persons to whom it applies apart from this paragraph.

(2) The Secretary of State may, by direction, require the UKAEA to make such modifications of a UKAEA pension scheme as the Secretary of State considers appropriate in respect of the participation in such a scheme of employees of a designated BNFL company which is publicly controlled.

(3) The Secretary of State may also, by direction, require the UKAEA to make such modifications of a UKAEA pension scheme as the Secretary of State considers appropriate for applying the provisions of such a scheme to persons—

(a) who are directors, or other officers, of a designated BNFL company which is publicly controlled; and

(b) who are not employees of that company.

(4) A direction under this paragraph may require the UKAEA to make such supplemental, consequential and transitional provision modifying a UKAEA pension scheme as the Secretary of State considers appropriate.

(5) Before giving a direction under this paragraph, the Secretary of State must consult—

(a) the UKAEA;

(b) the designated BNFL company in question;

(d) such persons as appear to him to represent the employees, or directors or other officers, likely to be affected by the direction.

(6) The power of the Secretary of State to give directions under this paragraph—

(a) is in addition to the powers of the Secretary of State to give directions to the UKAEA under paragraphs 5 and 6 of this Schedule or section 3 of the Atomic Energy Authority Act 1954 (c. 32); and

(b) is to be disregarded in construing those powers.

(7) A designated BNFL company must pay such amounts to the UKAEA in respect of the participation in a pension scheme by virtue of this paragraph of employees of the company, or of any of its directors or other officers, as are—

(a) agreed between the company and the UKAEA; or

(b) in the absence of such agreement, determined by the Secretary of State.

(8) In this paragraph “designated BNFL company” has the same meaning as in Schedule 7.

SCHEDULE 9

Part 1 — Transfers to the NDA or a subsidiary of the NDA

Trading losses: transfer of company carrying on exempt activities

1

(1) This paragraph applies for the purposes of corporation tax where—

(a) in consequence of a section 39 scheme, a company which is not an NDA company becomes an NDA company falling within section 27(4)(a); and

(b) the company carried on exempt activities before the coming into force of the scheme.

(2) Trading losses attributable to the exempt activities carried on by the company before the coming into force of the scheme shall be treated, in relation to accounting periods beginning at or after that time, as extinguished.

(3) For the purpose of determining the extent to which trading losses incurred by a company are attributable to exempt activities, such apportionments of receipts, expenses, assets and liabilities shall be made as may be just.

Trading losses: transfer of undertaking carrying on exempt activities

2

(1) This paragraph applies for the purposes of corporation tax where—

(a) a company (“the transferor company”) which is not an NDA company is carrying on a trade which consists in or includes exempt activities; and

(b) in consequence of a section 39 scheme—

(i) the transferor company ceases to carry on that trade or a part of it which consists in or includes such activities; and

(ii) the NDA or an NDA company begins to carry on that trade or that part of it.

(2) Trading losses attributable to so much of the trade or part of a trade as consists in exempt activities carried on by the transferor company before the time when the NDA or the NDA company begins to carry on the trade or that part of it shall be treated, in relation to accounting periods ending after that time, as extinguished.

(3) Sections 944 and 951 to 953 of the Corporation Tax Act 2010 (transfers of trade without a change of ownership) shall apply in relation to an unextinguished loss sustained by the transferor company in carrying on the trade or the part of it in question as if—

(a) the case were a case falling within Chapter 1 of Part 22 of that Act;

(b) the transferor company were the predecessor; and

Chargeable gains: assets to be treated as disposed without a gain or a loss

3

(1) This paragraph applies for the purposes of the 1992 Act where there is a transfer of an asset to the NDA or a subsidiary of the NDA in accordance with a section 39 scheme.

(2) The asset shall be treated as disposed of to the NDA or (as the case may be) to its subsidiary for a consideration of such amount as would secure that, on the disposal, neither a gain nor a loss accrues to the transferor.

(3) This paragraph has effect subject to paragraph 4.

(4) This paragraph does not apply in relation to a transfer to the NDA or to a subsidiary of the NDA in accordance with a nuclear transfer scheme of securities of a company, in consequence of which that company ceases to be a relevant site licensee.

(5) In this paragraph “relevant site licensee” has the same meaning as in subsection (4) of section 27 (see subsection (5)).

Chargeable gains: assets treated as acquired at nil cost

4

(1) This paragraph applies for the purposes of the 1992 Act where the NDA or a subsidiary of the NDA disposes of an asset which—

(a) was acquired by the NDA or that subsidiary in accordance with a section 39 scheme or a section 40 scheme; and

(b) is not an asset which, immediately before its transfer to the NDA or that subsidiary, was comprised in the Nuclear Liabilities Investment Portfolio.

(2) No amount shall be allowable as a deduction under section 38(1)(a) or (b) of the 1992 Act (acquisition and enhancement costs) in the computation of the gain accruing on the disposal.

(3) Accordingly, in a case where the disposal is one which under any enactment is treated as a disposal on which neither a gain nor a loss accrues to the NDA or its subsidiary, the consideration for the disposal shall be treated as equal to the amount allowable as a deduction from that consideration under section 38(1)(c) of the 1992 Act (incidental costs of disposal).

(4) This paragraph does not apply in the case of a disposal which under paragraph 29 is to be treated as a disposal on which neither a gain nor a loss accrues to the NDA or a subsidiary of the NDA.

Chargeable gains: degrouping charges

5

(1) This paragraph applies if a company (“the degrouped company”)—

(a) acquired an asset from another company at a time when both were members of the same group of companies (“the old group”); and

(b) ceases, by virtue of a transfer to the NDA or a subsidiary of the NDA in accordance with a section 39 scheme, to be a member of the old group.

(2) Section 179 of the 1992 Act (company ceasing to be member of group) is not to treat the degrouped company as having by virtue of the transfer sold and immediately reacquired the asset.

(3) Where sub-paragraph (2) has applied to an asset, section 179 of the 1992 Act is to have effect on and after the first subsequent occasion on which the degrouped company ceases to be a member of a group of companies (“the new group”) as if—

(a) the degrouped company, and

(b) the company from which it acquired the asset,

had been members of the new group at the time of acquisition.

(4) Expressions used in this paragraph and in section 179 of the 1992 Act have the same meanings in this paragraph as in that section.

Chargeable gains: disposal of debts

6

(1) This paragraph applies if—

(a) a debt owed to any person is transferred to the NDA or a subsidiary of the NDA in accordance with a section 39 scheme; and

(b) the transferor would (apart from this paragraph) be the original creditor in relation to that debt for the purposes of section 251 of the 1992 Act (disposal of debts).

(2) The 1992 Act is to have effect as if the NDA or (as the case may be) its subsidiary (and not the transferor) were the original creditor for those purposes.

Capital allowances: transfer of whole trade

7

(1) This paragraph applies where—

(a) a company (“the transferor company”) which is not a subsidiary of the NDA is carrying on a trade; and

(b) in consequence of a section 39 scheme, the transferor company ceases to carry on that trade and the NDA or a subsidiary of the NDA begins to carry it on.

(2) For the purposes of the allowances and charges provided for by the 2001 Act, the trade is not to be treated as permanently discontinued, nor a new trade as set up; but sub-paragraphs (3) and (4) of this paragraph are to apply.

(3) There are to be made to or on the NDA or (as the case may be) its subsidiary, in accordance with the 2001 Act, all such allowances and charges as would, if the transferor company had continued to carry on the trade, have fallen to be made to or on that company.

(4) The amounts of those allowances and charges are to be computed as if—

(a) the NDA or its subsidiary had been carrying on the trade since the transferor company began to do so; and

(b) everything done to or by the transferor company had been done to or by the NDA or that subsidiary;

but so that transfers in accordance with the section 39 scheme, so far as they relate to assets in use for the purposes of the trade, shall not be treated as giving rise to an allowance or charge.

Capital allowances: transfer of part of a trade

8

(1) Where—

(a) a company (“the transferor company”) which is not a subsidiary of the NDA is carrying on a trade, and

(b) in consequence of a section 39 scheme, the transferor company ceases to carry on that trade and the NDA or a subsidiary of the NDA begins to carry on activities of the trade as part of a trade carried on by the NDA or that subsidiary,

then that part of the trade carried on by the NDA or its subsidiary shall be treated for the purposes of paragraph 7 as a separate trade.

(2) Where—

(a) a company (“the transferor company”) which is not a subsidiary of the NDA is carrying on a trade, and

(b) in consequence of a section 39 scheme, the transferor company ceases to carry on a part of that trade and the NDA or a subsidiary of the NDA begins to carry on activities of that part of that trade,

then the transferor company shall be treated for the purposes of paragraph 7 and sub-paragraph (1) of this paragraph as having carried on that part of its trade as a separate trade.

(3) Where activities fall to be treated for the purposes of this paragraph as a separate trade, such apportionments of receipts, expenses, assets and liabilities shall be made for the purposes of the 2001 Act as may be just.

Capital allowances: transfer of plant or machinery

9

(1) This paragraph applies where—

(a) there is a transfer of property to the NDA or a subsidiary of the NDA in accordance with a section 39 scheme;

(b) the property is plant or machinery; and

(2) For the purposes of Part 2 of the 2001 Act (capital allowances for plant and machinery), the NDA or its subsidiary is to be treated—

(a) as having incurred capital expenditure on the provision of the plant or machinery at the time of the transfer; and

(b) as having owned the plant or machinery as a result of having incurred that expenditure.

(3) The amount of that expenditure is to be treated as being the book value of the plant or machinery.

(4) For the purposes of the application of section 61 of that Act in relation to the transferor the disposal value of the plant or machinery is to be treated as being the book value of the plant or machinery.

(5) The references in this paragraph to the book value of the plant or machinery are references to the amount which, in accordance with generally accepted accounting practice (within the meaning of the Tax Acts)—

(a) was recognised as its value in the accounts of the transferor at the time of the transfer; or

(b) should have been so recognised at that time.

(6) Expressions used in this paragraph and in Part 2 of the 2001 Act have the same meanings in this paragraph as in that Part.

Capital allowances: transfer not to be transaction between connected persons

10

For the purposes of Part 2 of the 2001 Act references in that Part to a transaction (however described) between connected persons (within the meaning of section 1122 of the Corporation Tax Act 2010) are not to include references to a transfer of anything in accordance with a section 39 scheme to the NDA or a subsidiary of the NDA.

Continuity in relation to loan relationships

11

(1) This paragraph applies if, in consequence of a section 39 scheme, the NDA or a subsidiary of the NDA replaces a person as a party to a loan relationship.

(2) Part 5 of the Corporation Tax Act 2009 is to have effect in relation to the time when the transfer takes effect and any later time as if—

(a) the NDA or its subsidiary had been a party to the loan relationship at the time when the transferor became a party to it and at all times since that time; and

(b) the loan relationship to which the NDA or its subsidiary is a party after the time when the transfer takes effect is the same loan relationship as that to which, by virtue of paragraph (a), it is treated as having been a party before that time.

(3) Expressions used in this paragraph and in Part 5 of the Corporation Tax Act 2009 have the same meanings in this paragraph as in that Part.

Continuity in relation to derivative contracts

12

(1) This paragraph applies if, in consequence of a section 39 scheme, the NDA or a subsidiary of the NDA replaces a person as a party to a derivative contract.

(2) Part 7 of the Corporation Tax Act 2009 is to have effect in relation to the time when the transfer takes effect and any later time as if—

(a) the NDA or its subsidiary had been a party to the derivative contract at the time when the transferor became a party to it and at all times since that time; and

(b) the derivative contract to which the NDA or its subsidiary is a party after the time when the transfer takes effect is the same derivative contract as that to which, by virtue of paragraph (a), it is treated as having been a party before that time.

(3) Expressions used in this paragraph and in Part 7 of the Corporation Tax Act 2009 have the same meanings in this paragraph as in that Part.

Continuity in relation to transfer of intangible assets

13

(1) Where—

(a) property is transferred in accordance with a section 39 scheme to the NDA or a subsidiary of the NDA, and

(b) the property transferred includes a chargeable intangible asset of the transferor,

the transfer of that asset is to be treated for the purposes of Schedule 29 to the Finance Act 2002 as a tax neutral transfer.

(2) Where, in the case of a transfer in accordance with a section 39 scheme of any property to the NDA or a subsidiary of the NDA—

(a) the property transferred includes an asset which is not a chargeable intangible asset of the transferor, but

(b) that asset falls to be treated after the transfer as a chargeable intangible asset of the NDA or its subsidiary,

that asset shall be treated as acquired by the NDA or its subsidiary for an amount equal to the amount of the consideration determined for the purposes of paragraph 3(2) of this Schedule.

(3) Expressions used in this paragraph and in Schedule 29 to the Finance Act 2002 have the same meanings in this paragraph as in that Schedule.

Chargeable intangible assets: degrouping charges

14

(1) This paragraph applies if a company (“the degrouped company”)—

(a) acquired an intangible fixed asset from another company at a time when both were members of the same group of companies (“the old group”); and

(b) ceases by virtue of a transfer to the NDA or a subsidiary of the NDA in accordance with a section 39 scheme to be a member of the old group.

(2) Paragraph 58 of Schedule 29 to the Finance Act 2002 (company ceasing to be member of group) is not to treat the degrouped company as having, by virtue of the transfer, sold and immediately reacquired the asset.

(3) Where sub-paragraph (2) has applied to an asset, paragraph 58 of Schedule 29 to the Finance Act 2002 (c. 23) is to have effect on and after the first subsequent occasion on which the degrouped company ceases to be a member of a group of companies (“the new group”) as if—

(a) the degrouped company, and

(b) the company from which it acquired the asset,

had been members of the new group at the time of acquisition.

(4) Expressions used in this paragraph and in paragraph 58 of Schedule 29 to the Finance Act 2002 have the same meanings in this paragraph as in that paragraph.

Computation of profits and losses in respect of transfer of trade

15

(1) This paragraph applies where, in consequence of a section 39 scheme—

(a) a BNFL company ceases to carry on a trade or a part of a trade; and

(b) an NDA group member begins to carry on the trade or that part of it.

(2) For the purpose of computing, in relation to the time when the scheme comes into force and subsequent times, the relevant trading profits or losses of the BNFL company and the NDA group member—

(a) the trade or part is to be treated as having been a separate trade at the time of its commencement and as having been carried on by the NDA group member at all times since its commencement as a separate trade; and

(b) the trade carried on by the NDA group member after the time when the section 39 scheme comes into force is to be treated as the same trade as that which it is treated, by virtue of paragraph (a), as having carried on as a separate trade before that time.

(3) This paragraph is subject to paragraph 11.

(4) In this paragraph—

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

“NDA group member” means the NDA or a subsidiary of the NDA;

“relevant trading profits and losses” means profits or losses under Part 3 of the Corporation Tax Act 2009 in respect of the trade or part of a trade in question for periods in which the trade was carried on wholly or partly in the United Kingdom.

Part 2 — Transfers relating to BNFL or the UKAEA etc.

Application of Part 2 of Schedule

16

(1) This Part of this Schedule applies to a transfer if—

(a) it is a transfer in accordance with a section 39 scheme of securities of a BNFL company or of property, rights or liabilities of a BNFL company; and

(b) the transferee is a publicly owned company which is not a subsidiary of the NDA.

(2) This Part of this Schedule also applies to a transfer if it is a transfer in accordance with a section 39 scheme to a transferee falling within sub-paragraph (3) of—

(a) property, rights or liabilities of the UKAEA;

(b) securities of a wholly-owned subsidiary of the UKAEA; or

(3) The transferee falls within this sub-paragraph if it is—

(a) a publicly owned company which is not a subsidiary of the NDA; or

(b) the UKAEA.

(4) In this paragraph “BNFL company” means BNFL or a wholly-owned subsidiary of BNFL.

Application of rules for reorganisations under same ownership

17

Where Chapter 1 of Part 22 of the Corporation Tax Act 2010 (transfers of trade without a change of ownership) applies in relation to a transfer to which this Part of this Schedule applies, that Chapter has effect in relation to the transfer with the omission of section 945.

Chargeable gains: assets to be treated as disposed without a gain or a loss

18

(1) This paragraph applies for the purposes of the 1992 Act where an asset is transferred by a transfer to which this Part of this Schedule applies.

(2) The asset shall be treated as disposed of to the transferee for a consideration of such amount as would secure that, on the disposal, neither a gain nor a loss accrues to the transferor.

Chargeable gains: degrouping charges

19

(1) This paragraph applies if a company (“the degrouped company”)—

(a) acquired an asset from another company at a time when both were members of the same group of companies (“the old group”); and

(b) ceases by virtue of a transfer to which this Part of this Schedule applies to be a member of the old group.

(2) Section 179 of the 1992 Act (company ceasing to be member of group) is not to treat the degrouped company as having by virtue of the transfer sold and immediately reacquired the asset.

(3) Where sub-paragraph (2) has applied to an asset, section 179 of the 1992 Act is to have effect on and after the first subsequent occasion on which the degrouped company ceases to be a member of a group of companies (“the new group”) as if—

(a) the degrouped company, and

(b) the company from which it acquired the asset,

had been members of the new group at the time of acquisition.

(4) Expressions used in this paragraph and in section 179 of the 1992 Act have the same meanings in this paragraph as in that section.

Chargeable gains: disposal of debts

20

(1) This paragraph applies if—

(a) a debt owed to any person is transferred by a transfer to which this Part of this Schedule applies; and

(b) the transferor would (apart from this paragraph) be the original creditor in relation to that debt for the purposes of section 251 of the 1992 Act (disposal of debts).

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