HBOS Group Reorganisation Bill EXPLANATORY MEMORANDUM This Bill provides for the reorganisation of the group of companies which are subsidiaries of HBOS plc (“HBOS”). It makes provision for the regulation and management of the Governor and Company of the Bank of Scotland (“Bank of Scotland”), consequent on its registration under the Companies Act 1985 (“the 1985 Act”). The Bill also provides for the transfer to Bank of Scotland of the undertakings of Capital Bank plc, Halifax plc and HBOS Treasury Services plc (“the transferor companies”), which are all subsidiaries of HBOS or Bank of Scotland. It also provides for the transfer of the legacy property of the Clerical, Medical and General Life Assurance Society (“the Society”) to Clerical Medical Investment Group Limited (“CMIG”). Both the Society and CMIG are subsidiaries of HBOS Insurance & Investment Group Limited, itself a wholly owned subsidiary of HBOS. PART 1 Part 1 of the Bill contains citation and interpretation provisions. PART 2 Part 2 of the Bill makes provision updating the regulation and management of Bank of Scotland following its registration as a public company under the 1985 Act; Bank of Scotland is presently a statutory company primarily regulated under the Bank of Scotland Acts 1695 to 1970. It is felt appropriate that Bank of Scotland should be subject to and able to take advantage of the provisions of the 1985 Act, particularly having regard to the transfer to Bank of Scotland of the undertakings of the transferor companies (which are presently regulated under the 1985 Act) contemplatedbyPart 3. The Bill makes further provision updating the objects and regulations of Bank of Scotland and enabling Bank of Scotland to change these in future without seeking a further Act of Parliament. Clause 3 provides for the provisions of the Bill relating to the regulation and management of Bank of Scotland to come into force when Bank of Scotland registers under the 1985 Act. Clause 4 provides that, fromthe registration date, Bank of Scotland ’s registered name shall be Bank of Scotland plc, and enables Bank of Scotland to change its name in future in the same way as any other company registered under the 1985 Act. Clause 5 provides that neither the registration nor any name changes of Bank of Scotland affect its rights and liabilities, including its right to issue bank notes. Clause 6 modernises the business and objects of Bank of Scotland and enables Bank of Scotland to alter these in future as if they were made under the 1985 Act. New objects are set out in Schedule 1. 54/1 2 HBOS Group Reorganisation Bill Clause 7 modernises the regulations for the management and administration of Bank of Scotland, which may also be altered in future as if they were made under the 1985 Act. The new regulations were approved on behalf of the board of Bank of Scotland on 23 November 2004. Clause 8 provides for obsolete provisions of the old Acts of Parliament regulating Bank of Scotland to be repealed, and makes certain consequential provisions. The repealed provisions are set out in Schedule 2. PART 3 Part 3 of the Bill makes provision for the transfer to, and vesting in, Bank of Scotland of the undertakings of the transferor companies. It also provides for the legacy property of the Society to be transferred to and vest in CMIG. The vast majority of the assets, and all the liabilities, of the Society were transferred to CMIG when the Society demutualised in 1996 under the Insurance Companies Act 1982. The remaining assets are held on trust for CMIG by the Society. The Society would be dissolved following the transfer. Clause 9 allows the board of Bank of Scotland to appoint days for the transfer of the undertakings of the transferor companies to it. No date can be appointed until Bank of Scotland has been registered under the 1985 Act and the constitutional changes made by Part 2 have come into force. Clause 10 vests the undertakings in Bank of Scotland. Clause 11 relates to trust property transferred to Bank of Scotland and makes provision for any wills that refer to the transferor companies. Clause 12 contains provisions supplementary to clause 10. Clause 13 contains provisions relating to certain office-holders. Clause 14 contains various provisions in relation to the accounts of Bank of Scotland and the transferor companies. Clause 15 relates to the distributable profits or reserves of Bank of Scotland. Clause 16 makes provision in relation to pension schemes to which Bank of Scotland or the transferor companies are party. Clause 17 makes provision regarding the evidence of vesting the transferor companies’ undertakings in Bank of Scotland. Clause 18 makes provision for the dissolution of the transferor companies on the request of Bank of Scotland. Clause 19 makes provision for the books and other documents of the transferor companies to be admissible in evidence. Clause 20 relates to the application of the Bankers’ Books Evidence Act 1879 to the transferor companies. HBOS Group Reorganisation Bill 3 Clause 21 prevents certain unintended consequences occurring as a result of the transfer to, and vesting in, Bank of Scotland of any property or liability of the transferor companies. Clause 22 provides that the Bank’s right to issue bank notes remains unaffected by any transfer under this Act. Clause 23 provides for the undertaking of the Society to be vested in CMIG in the same fashion as the undertakings of the transferor companies are to be vested in Bank of Scotland. It also repeals the Acts of Parliament regulating the Society. PART 4 Part 4 of the Bill contains miscellaneous provisions. Clause 24 contains provisions regarding application to Scotland and Northern Ireland. Clause 25 provides for the costs of the Act to be paid by the companies affected. EUROPEAN CONVENTION ON HUMAN RIGHTS In the view of the Governor and Company of the Bank of Scotland and Clerical Medical Investment Group Limited the provisions of the HBOS Group Reorganisation Bill are compatible with the Convention rights. HBOS Group Reorganisation Bill CONTENTS Part 1 Introductory 1 Citation 2 Interpretation Part 2 Regulation and Management of the Bank 3 Commencement on registration of the Bank under the Companies Act 1985 4 Name of the Bank 5 Effect of registration and change of name 6 Powers and objects of the Bank 7 Management and administration of the Bank 8 Repeals Part 3 Transfer of Undertakings 9 Appointed day 10 Vesting of undertakings in the Bank 11 Provision as to trust property and wills 12 Supplementary provisions as to transfer 13 Office-holders 14 Accounting provisions 15 Distributable profits or reserves of the Bank 16 Pension scheme 17 Evidence of transfer 18 Dissolution of transferor companies 19 Evidence: documents 20 Application of Bankers’ Books Evidence Act 1879 54/1 ii HBOS Group Reorganisation Bill 21 Savings in respect of transfers of property 22 Right to issue bank notes 23 Transfer of the Society Part 4 Miscellaneous 24 Application 25 Costs of Act Schedule 1 — Business and objects of the Bank Schedule 2 — Repeals Part 1 — Bank of Scotland Part 2 — Clerical, Medical and General Life Assurance Society HBOS Group Reorganisation Bill 1 A BILL To make new provision for the regulation and management of the Governor and Company of the Bank of Scotland upon its registration as a public company under the Companies Act 1985; to provide for the transfer of the undertakings of Capital Bank plc, Halifax plc and HBOS Treasury Services plc to the Governor and Company of the Bank of Scotland; to provide for the transfer of the assets of the Clerical, Medical and General Life Assurance Society to Clerical Medical Investment Group Limited; and for connected purposes. HEREAS— W(1) By an Act of the Parliament of Scotland passed in the fifth year of the reignof His Majesty King Williamthe Third dated 17 July 1695 entitled “An Act of Parliament for Erecting a Bank in Scotland” the Governor and Company of the Bank of Scotland (“the Bank”) was incorporated “for the carrying on and managing of a publick bank”: 5 (2) Powers of increasing its capital stock were conferred on the Bank and further provisions for the management and administration of its affairs were made by the following Acts of Parliament: 14 George III chapter 32, 24 George III session 2 chapter viii, 32 George III chapter 25, 34 George III chapter 19, 44 George III chapter xxiii, the Bank of Scotland Act 1873 (c. xcix), the Bank of Scotland Act 10 1920 (c. xxxi), the Bank of Scotland Order Confirmation Act 1954 (c. lvi), and the Bank of Scotland Order Confirmation Act 1970 (c. xxxiv); and the business and affairs of the Bank are regulated, managed, administered and carried on under and by virtue of those Acts (“the Bank of Scotland Acts 1695 to 1970”): (3) The Bank is now a wholly owned subsidiary of HBOS plc (“HBOS”), a public 15 limited company incorporated in Scotland under the Companies Act 1985 (c. 6): (4) Capital Bank plc (“Capital Bank”) is a public limited company incorporated in England under the Companies Act 1929 (c. 23) that is a wholly owned subsidiary of the Bank which carries on and whose subsidiary companies carry on in the United Kingdomand elsewhere the businesses of banking and 20 financial services and other related activities: 54/1 2 HBOS Group Reorganisation Bill (5) Halifax plc (“Halifax”) is a public limited company incorporated in England under the Companies Act 1985 (c. 6) that is a wholly owned subsidiary undertaking of HBOS and which carries on and whose subsidiaries carry on in the United Kingdomand elsewhere the businesses of banking and financial services and other related activities: 5 (6) HBOS Treasury Services plc (“Treasury Services”) is a public limited company incorporated in England under the Companies Act 1985 that is a wholly owned subsidiary of the Bank which carries on in the United Kingdomand elsewhere the businesses of banking and financial services and other related activities: (7) The Clerical, Medical and General Life Assurance Society (“the Society”) was 10 formed by a Deed of Settlement dated 14 February 1827 for the purposes of making or effecting assurances on lives and survivorships and other related activities: (8) By the Clerical, Medical and General Life Assurance Acts 1850 (c.