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Lord Clarke of Hampstead: My Lords, nothing that I have said during the passage of this Bill--be it at Second Reading, in Committee or as recently as today--has suggested that I would in any way want to restrict the Post Office from having commercial freedom. I have spent a large part of my working life arguing for that commercial freedom because of the need for the Post Office to compete with the various organisations which are in business to try to take away what I would call the "cream" work of the Post Office--not the rural areas, to which the Post Office has a universal obligation to deliver.

My noble friend has exposed my limited knowledge of the procedures of the House. He is right; my amendment would not achieve what I set out to do. With reluctance, I shall have to learn this lesson. I do not expect that I shall burden your Lordships' House at Third Reading with another stilted and incoherent request for the Government to think again on this issue. On that basis, I beg leave to withdraw the amendment.

Amendment, by leave, withdrawn.

6.15 p.m.

Baroness Miller of Hendon moved Amendment No. 18:


(" .--(1) Where the Post Office company or any relevant subsidiary enters into a notifiable transaction it must, as soon as practicable after the terms of that transaction have been agreed, issue a disclosure notice in accordance with this section.
(2) For the purposes of this section "notifiable transaction" means any acquisition or disposal of any undertaking or interest in any undertaking by the Post Office company or any relevant subsidiary which, if the acquisition or disposal was made by a listed company, would be a transaction in respect of which that company would need to give notification or make an announcement in accordance with the listing rules.
(3) A disclosure notice must include the same information regarding the transaction to which it relates as any notification or announcement under the listing rules would be required to include if the transaction was an acquisition or disposal which had been made by a listed company.

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(4) A disclosure notice shall--
(a) be published in the London Gazette, the Edinburgh Gazette and the Belfast Gazette; and
(b) be published or disseminated in any other manner as the Secretary of State may prescribe.
(5) In this section--
"listed company" means a company any class of whose securities have been admitted to the official list; and
"listing rules" and "official list" have the same meaning as in Part VI of the Financial Services and Markets Act 2000.").

The noble Baroness said: My Lords, the amendment replaces a similar one that I moved in Committee. On the first occasion in Committee, I mentioned that I was prompted to move the amendment because the noble Lord, Lord Razzall, had said at Second Reading that he thought that this may be something that needed doing.

I have spoken on this issue not once, but twice. On the first day of the Committee stage, being unsatisfied with the Minister's response, I attempted to divide the Committee, but because there was not a quorum the Committee was counted out under Standing Order 57. This meant that the amendment was brought forward as the first item of business on the second and final day of the Committee stage. That means that I have now made two speeches on precisely the same point. Certainly I do not want to take up any more of your Lordships' time than is necessary by repeating the same arguments.

Put very simply, the Post Office is to become a public limited company. The objective of this change is to enable it to become a more commercial trading company in a highly competitive market. The Post Office is a huge organisation and, it is to be hoped, freed of the dead hand of Whitehall, it will become even larger. Inevitably it will become involved in mergers, take-overs, partnerships and joint ventures of all kinds.

Any publicly-quoted company is required to keep its shareholders and potential investors informed of such transactions--even while they are in progress. At the first, aborted, debate, the noble Lord, Lord Sainsbury of Turville, rejected the amendment on the grounds that,

    "No other commercial company would be required to publish its intentions to acquire or dispose of an undertaking in the same way".

With respect to the noble Lord, that is not entirely correct. But, on reflection, it is possible that my amendment in its previous form could have been interpreted as being too prescriptive. I believe I said that.

So, ever helpful, I have altered the form of the amendment in a way that makes it clear that the Post Office plc is to be treated no differently and--no less importantly--to act no differently from any other publicly-quoted company.

In the same speech, the Minister also suggested that,

    "The regulator will have adequate powers to ensure that the Post Office company does not abuse its market position without having to rely on such public notices of the Post Office company's intentions".--[Official Report, 8/6/00; cols. 1358 and 1359.].

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I find that difficult to understand. The amendment seeks to ask the Post Office to make public announcements of certain transactions. But the Government, the only shareholder, said they would be satisfied if the regulator alone was told or was the one to decide when the deal would be made public. That would prevent the shareholder from exercising their influence.

We also recall the deal with the German Post Office, details of which came out too late for any public discussion.

During the second debate, the Minister repeated his argument that the form of my previous amendment went further than the requirements imposed on ordinary listed companies. Contrary to what the Minister said on that occasion, listed companies do not make announcements only after the deal is done; announcements are made when it is appropriate to do so--especially when people might buy or sell shares to their disadvantage in ignorance of a pending deal.

One of the purposes of the Stock Exchange regime is to prevent distortion of the market by speculative rumours. Announcements of pending bids, deals and negotiations--and, sad to say, failed bids and deals--appear in the press every day.

I wish to turn now to another serious and major point. I am informed from a very reliable source--and that was the National Audit Office; someone gave me some information--that it had reported to the Government advising that the disclosure regime for the Post Office should be the same as the one I am now proposing. In other words, it recommends what this amendment seeks to achieve.

Your Lordships may recall that I hinted at that when the amendment was before the Committee on the previous occasion. When I spoke then, I said that I had mentioned it to the Minister outside the Chamber. Inside the Chamber, I suggested that the Minister should bring forward an amendment himself. To my surprise, he has not done so. I therefore ask the Minister to tell your Lordships' House: first, is there such a report; secondly, am I correct in saying what the report recommends; thirdly, do the Government agree with the report; fourthly, if they do not, why not; and, fifthly, if they do agree, will they accept my amendment or undertake to bring forward an amendment to the same effect?

I do not necessarily expect the Minister to give me an answer now--he may be able to--but, if he is unable to give me one, I should like an assurance from him that he will tell me the Government's intentions before Third Reading. This is something that I thought would have been dealt with. However, it has not.

What is at issue here is transparency--the same transparency as the Minister told your Lordships on 15th June, at column 1764 of Hansard, he had no quarrel with.

Lord Razzall: My Lords, the noble Baroness is correct; this was a point that I first raised when the Bill was debated at Second Reading. On these Benches--but probably not on the Conservative Benches--we

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have considerable sympathy with the arguments used by the noble Lord, Lord Clarke of Hampstead, for his amendment. The problem highlighted by the Conservative opposition amendment arises because the Government did not adopt the recommendation of the Trade and Industry Select Committee that the Post Office should be transferred into an independently owned corporation, albeit with 100 per cent public ownership. At Second Reading I expressed my concern that there would be an unsatisfactory compromise between the structure of the Post Office that the Government were proposing--one with a limited degree of commercial freedom but nevertheless with some of the constraints that government ownership would still impose on it--and a structure giving the Post Office complete commercial freedom.

Where I part company with the noble Baroness is that I do not see a way in which what is proposed will work unless the Government go back on their fundamental principle regarding the structure of the corporation. The various valiant attempts of the noble Baroness to produce an amendment that seeks to mirror the requirements of a listed company will not work with the form of structure that the Government have put in place.

I have every sympathy with the noble Baroness. However, I cannot support her amendment because I do not think it will work. We are left, reluctantly, to rely on whatever undertakings the Minister can give as to the powers that the Government will take to ensure that transparency occurs--in Committee the noble Lords went some way to meeting the points made by the noble Baroness--and to rely on any undertaking he can give us as to what he will expect the regulator to do, also with regard to transparency. I fear that we cannot have an amendment of this nature, largely because the Government have sold the pass on it by the structure of the corporation that they are putting in place.

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