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Postal Services Bill


Postal Services Bill
Part 1 — Restructuring of Royal Mail group

1

 

A

Bill

To

Make provision for the restructuring of the Royal Mail group and about the

Royal Mail Pension Plan; to make new provision about the regulation of postal

services, including provision for a special administration regime; and for

connected purposes. 

Be it enacted by the Queen’s most Excellent Majesty, by and with the advice and

consent of the Lords Spiritual and Temporal, and Commons, in this present

Parliament assembled, and by the authority of the same, as follows:—

Part 1

Restructuring of Royal Mail group

Removal of existing statutory restrictions on ownership

1       

Removal of restrictions on ownership of Royal Mail Holdings plc etc

(1)   

Sections 65 to 67 of the Postal Services Act 2000 (which contain restrictions on

5

the issue and transfer of shares and share rights in Royal Mail Holdings plc and

its relevant subsidiaries) are repealed.

(2)   

But see section 4 of this Act (which imposes restrictions on the issue and

transfer of shares and share rights in a Post Office company etc).

Ownership of the Royal Mail

10

2       

Report on decision to dispose of shares in a Royal Mail company etc

(1)   

This section applies where the Secretary of State—

(a)   

has decided to undertake a particular kind of relevant disposal, or

(b)   

has decided that another person may undertake a particular kind of

relevant disposal.

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(2)   

As soon as reasonably practicable after making the decision, the Secretary of

State must lay before Parliament a report on the proposed disposal.

 

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Postal Services Bill
Part 1 — Restructuring of Royal Mail group

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(3)   

The report must state—

(a)   

the kind of relevant disposal intended to be undertaken, and

(b)   

the expected time-scale for undertaking it.

(4)   

In this Part “relevant disposal” means—

(a)   

the issue or transfer of shares in a company the effect of which is to

5

reduce the proportion of a Royal Mail company owned by the Crown,

or

(b)   

the issue or transfer of share rights to a person the effect of which would

be, if the shares to which the share rights relate were issued or

transferred to the person, to reduce the proportion of a Royal Mail

10

company owned by the Crown.

(5)   

In this Part “Royal Mail company” means a company that—

(a)   

provides a universal postal service, and

(b)   

is or has at any time been in the same group as—

(i)   

the original holding company, or

15

(ii)   

another company that is or has at any time been a Royal Mail

company.

3       

Employee share scheme

(1)   

The Secretary of State must ensure that arrangements are made, before the time

at which the first relevant disposal is made in relation to a Royal Mail

20

company, for the establishment of an employee share scheme.

(2)   

Those arrangements must secure that if at any time the proportion of the

company owned by the Crown is reduced to nil, the proportion of the company

owned by or on behalf of the employee share scheme is at that time (or has

before that time been) at least 10%.

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(3)   

If any shares or shares rights have been transferred under the employee share

scheme to beneficiaries of the scheme, the shares or share rights are to be

regarded for the purposes of subsection (2) as if they are still owned by or on

behalf of the scheme.

(4)   

“Employee share scheme” means a scheme for encouraging or facilitating the

30

holding of shares or share rights in the company (or companies in the same

group as the company) by or for the benefit of persons who are or include

employees of the company.

Ownership of the Post Office

4       

Restrictions on issue and transfer of shares and share rights in a Post Office

35

company etc

(1)   

No disposal of the Crown’s interest in a Post Office company may be made

other than a disposal that—

(a)   

is made pursuant to a direction under subsection (2), or

(b)   

is authorised under subsection (3).

40

(2)   

The Secretary of State may—

(a)   

direct a Post Office company (if it is wholly owned by the Crown) to

issue shares or share rights to a relevant mutual, or

 
 

Postal Services Bill
Part 1 — Restructuring of Royal Mail group

3

 

(b)   

direct a company wholly owned by the Crown to transfer shares or

share rights in a Post Office company to a relevant mutual.

(3)   

A disposal of the Crown’s interest in a Post Office company is authorised

under this subsection if—

(a)   

the disposal is by way of an issue or transfer of shares or share rights in

5

a Post Office company to a relevant mutual, and

(b)   

the Secretary of State has approved the issue or transfer.

(4)   

No disposal of a relevant mutual’s interest in a Post Office company may be

made other than a disposal to—

(a)   

another relevant mutual,

10

(b)   

the Secretary of State or the Treasury (or a nominee of either of them),

or

(c)   

a company wholly owned by the Crown.

(5)   

Any disposal in contravention of subsection (1) or (4) has no effect.

(6)   

For the meaning of “Post Office company” and “relevant mutual”, see sections

15

6 and 7.

(7)   

In this section any reference to a disposal of a person’s interest in a Post Office

company is to—

(a)   

the issue or transfer of shares in a company the effect of which is to

reduce the proportion of the Post Office company owned by the person,

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or

(b)   

the issue or transfer of share rights to a person the effect of which would

be, if the shares to which the share rights relate were issued or

transferred to the person, to reduce the proportion of the Post Office

company owned by the person.

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5       

Report on transfer of interest in a Post Office company to a relevant mutual

(1)   

This section applies where the Secretary of State—

(a)   

has made a direction under section 4(2) (direction to issue or transfer

shares or share rights in a Post Office company to a relevant mutual), or

(b)   

has granted an approval under section 4(3) (approval of such issue or

30

transfer).

(2)   

As soon as reasonably practicable after making the direction or granting the

approval, the Secretary of State must lay before Parliament a report on the issue

or transfer in question.

(3)   

The report must—

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(a)   

give details of the issue or transfer (including when it is expected to

occur),

(b)   

name the body to whom shares or share rights are to be issued or

transferred, and

(c)   

explain how that body meets the conditions set out in section 7.

40

6       

Meaning of “Post Office company”

(1)   

In this Part “Post Office company” means a company that—

(a)   

is engaged in the provision of post offices,

(b)   

is or has at any time been—

 
 

Postal Services Bill
Part 1 — Restructuring of Royal Mail group

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(i)   

a subsidiary of the original holding company, or

(ii)   

in the same group as a company that is or (as the case may be)

was at that time designated under this section, and

(c)   

is designated for the purposes of this subsection by order made by the

Secretary of State.

5

(2)   

A company may be designated only if, immediately before it is designated, it

is wholly owned by the Crown.

(3)   

An order under subsection (1) may not be amended or revoked.

(4)   

An order under section 91 that appoints a day for the commencement of section

1 (removal of restrictions on ownership of Royal Mail Holdings plc etc) may

10

not be made unless Post Office Limited (registered number 02154540) has been

designated under subsection (1).

7       

Meaning of “relevant mutual”

(1)   

In section 4 “relevant mutual” means a body in respect of which the Secretary

of State considers that conditions A to C are (and will continue to be) met.

15

(2)   

Condition A is that the purpose (or main purpose) for which the body exists is

to act for the public benefit by promoting the use by the public of services

provided by a Post Office company or at its post offices.

(3)   

Condition B is that the members of the body are—

(a)   

persons who have an interest in the use by the public of such services

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(including employees of the Post Office company and other persons

engaged in the provision of its post offices), or

(b)   

persons who act on behalf of, or represent, persons within paragraph

(a).

(4)   

Condition C is that the body has in place arrangements for the prevention of

25

disposals of property or rights by the Post Office company that would be

inconsistent with the purpose (or main purpose) for which the body exists.

Transfer of property etc

8       

Transfer schemes

(1)   

The Secretary of State, or the original holding company (if it is wholly owned

30

by the Crown), may make one or more transfer schemes.

(2)   

A “transfer scheme” is a scheme for the transfer of property, rights or liabilities

(or the creation of interests, rights or liabilities)—

(a)   

between companies within subsection (3), or

(b)   

between—

35

(i)   

a company within subsection (3), and

(ii)   

the Secretary of State or the Treasury (or a nominee of either of

them) or a company wholly owned by the Crown.

(3)   

A company is within this subsection if—

(a)   

it is the original holding company or a subsidiary of that company, and

40

(b)   

it is wholly owned by the Crown.

(4)   

A transfer scheme made by the original holding company has effect—

 
 

Postal Services Bill
Part 1 — Restructuring of Royal Mail group

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(a)   

only if approved by the Secretary of State, and

(b)   

subject to any modifications made by the Secretary of State.

(5)   

The Secretary of State must consult the original holding company—

(a)   

before making a transfer scheme, and

(b)   

before making any modifications of a transfer scheme made by the

5

company.

(6)   

The Secretary of State may direct the original holding company (if it is wholly

owned by the Crown) to make a transfer scheme in accordance with the

direction.

(7)   

Schedule 1 contains further provision about transfer schemes.

10

(8)   

Nothing in that Schedule is to be read as restricting the provision that may be

contained in transfer schemes.

(9)   

A company within subsection (3) must provide the Secretary of State with any

information or other assistance that the Secretary of State may reasonably

require for the purposes of, or in connection with, the exercise of any power

15

under this section or that Schedule.

(10)   

That duty overrides any contractual or other requirement to keep information

in confidence.

(11)   

That duty is enforceable in civil proceedings by the Secretary of State—

(a)   

for an injunction,

20

(b)   

for specific performance of a statutory duty under section 45 of the

Court of Session Act 1988, or

(c)   

for any other appropriate remedy or relief.

9       

Transfer of employees otherwise than under transfer scheme

(1)   

This section applies if an agreement between companies within subsection (3)

25

provides for the transfer from one to the other of rights and liabilities under

contracts of employment.

(2)   

This section also applies if—

(a)   

employees of a company within subsection (3) (“company A”) are

provided to another company within that subsection (“company B”),

30

(b)   

an agreement between the companies provides for the employees to

cease to be provided to company B, and

(c)   

company B intends to employ the employees.

(3)   

A company is within this subsection if—

(a)   

it is the original holding company or a subsidiary of that company, and

35

(b)   

it is wholly owned by the Crown.

(4)   

At any time before the agreement comes into force, the Secretary of State

may—

(a)   

in a case within subsection (1), designate any contract of employment

the rights and liabilities under which are to be transferred under the

40

agreement, and

(b)   

in a case within subsection (2), designate any employee of company A

who is provided as mentioned in subsection (2)(a).

 
 

Postal Services Bill
Part 1 — Restructuring of Royal Mail group

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(5)   

The designation may specify or describe the contracts of employment or

employees.

(6)   

On the coming into force of the agreement, the Transfer of Undertakings

(Protection of Employment) Regulations 2006 apply in relation to—

(a)   

the transfer of designated contracts of employment, and

5

(b)   

the cessation of the provision of designated employees to company B,

   

whether or not the agreement would otherwise be regarded for the purposes

of those regulations as giving rise to a relevant transfer.

(7)   

Where by virtue of the agreement a designated employee of a company within

subsection (3) (“the transferor”) becomes an employee of another company

10

within that subsection (“the transferee”)—

(a)   

a period of employment with the transferor is to be treated as a period

of employment with the transferee, and

(b)   

the transfer to the transferee is not to be treated as a break in service.

10      

Taxation provisions relating to re-structuring

15

Schedule 2 contains taxation provisions.

Supplementary provisions

11      

Annual report on post office network

(1)   

A Post Office company must send to the Secretary of State each year a report

on its network of post offices.

20

(2)   

The report must give details of—

(a)   

the number and location of the company’s post offices in England,

Wales, Scotland and Northern Ireland,

(b)   

the postal services, the services provided under arrangements with a

government department and the other services that are provided at

25

those post offices, and

(c)   

the accessibility of those post offices to users of those services.

(3)   

The report must, in particular, provide information about the accessibility of

the company’s post offices to—

(a)   

individuals living in rural areas,

30

(b)   

individuals living in urban areas,

(c)   

small businesses,

(d)   

disadvantaged individuals,

(e)   

individuals with low incomes,

(f)   

individuals with disabilities, and

35

(g)   

elderly individuals.

(4)   

The report must contain such other information as the Secretary of State may

from time to time require.

(5)   

The Secretary of State must lay a copy of the report before Parliament.

(6)   

The Secretary of State must give a copy of the report to—

40

(a)   

the Scottish Ministers,

(b)   

the Welsh Ministers, and

 
 

Postal Services Bill
Part 1 — Restructuring of Royal Mail group

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(c)   

the Office of the First Minister and deputy First Minister in Northern

Ireland.

12      

Directions

(1)   

This section applies to directions under this Part.

(2)   

A direction must be in writing.

5

(3)   

A direction may be varied or revoked by a further direction.

(4)   

A person to whom a direction has been given has a duty to comply with it.

(5)   

That duty is enforceable in civil proceedings by the person by whom the

direction was given—

(a)   

for an injunction,

10

(b)   

for specific performance of a statutory duty under section 45 of the

Court of Session Act 1988, or

(c)   

for any other appropriate remedy or relief.

Interpretation

13      

Ownership of companies

15

(1)   

This section applies for the purposes of this Part.

(2)   

References to ownership of a company are to ownership of its issued share

capital.

(3)   

References to ownership of a company include indirect ownership of it.

(4)   

References to the reduction of the proportion of a company owned by the

20

Crown include a reduction to nil.

(5)   

For the purposes of determining the proportion of any company owned by the

Crown, property and rights of the Secretary of State or the Treasury (or a

nominee of either of them) are to be regarded as property and rights of the

Crown.

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14      

Part 1: general interpretation

(1)   

In this Part—

“agreement” means agreement in writing,

“company” means any body corporate,

“debt securities” means any instrument creating or acknowledging

30

indebtedness which is issued by a company (including, in particular,

debentures, loan stock, bonds and certificates of deposit),

“the original holding company” means the company that was nominated

under section 62 of the Postal Services Act 2000 (transfer of property etc

to nominated company),

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“post office” means any premises or vehicle in the United Kingdom from

which postal services, or services provided under arrangements with a

government department, are provided directly to the public,

“Post Office company” has the meaning given by section 6,

“relevant disposal” has the meaning given by section 2,

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