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Transport Act 2000

Type Public General Act

Publication 2000-11-30

Last updated 2026-04-06

State In force

Department Statute Law Database

Source legislation.gov.uk

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Reform history JSON API

(1) Section 14 of the 1986 Act (general powers of administrator) as applied by this Part of this Schedule has effect as follows.

(2) In subsection (1)(b) the reference to the powers specified in Schedule 1 to the 1986 Act includes a reference to a power to act on behalf of the company—

(a) for the purposes of this Part, or

(b) for the purposes of the exercise or performance of any power or duty which is conferred or imposed on the company by virtue of its holding a licence.

(3) In subsection (4) the reference to a power conferred by the company’s articles of association includes a reference to a power conferred by virtue of the company’s holding a licence.

Power to deal with charged property

7

(1) Section 15 of the 1986 Act (power to deal with charged property) as applied by this Part of this Schedule has effect as follows.

(2) In subsection (2) for “the purpose or one or more of the purposes specified in the administration order” substitute “ one or both of the purposes of the administration order ”.

(3) In subsection (5)(b) for “in the open market by a willing vendor” substitute “ for the best price which is reasonably available on a sale which is consistent with the purposes of the air traffic administration order ”.

Duties of air traffic administrator

8

(1) Section 17 of the 1986 Act (duties of administrator) as applied by this Part of this Schedule has effect as follows.

(2) For subsection (2) substitute—

(2) Subject to any directions of the court, it shall be the duty of the air traffic administrator to manage the affairs, business and property of the company in accordance with proposals under section 23 as they are revised from time to time.

(3) In subsection (3) omit paragraph (a).

Discharge of order

9

(1) Section 18 of the 1986 Act (discharge and variation of administration order) as applied by this Part of this Schedule has effect as follows.

(2) For subsections (1) and (2) substitute—

(1) An application for an air traffic administration order to be discharged may be made— (a) by the air traffic administrator, on the ground that the purposes of the order have been achieved; or (b) by the Secretary of State or (with his consent) by the CAA, on the ground that it is no longer necessary that those purposes are achieved.

(3) In subsection (3) omit the words “or vary”.

(4) In subsection (4)—

(a) omit the words “or varied” and “or variation”, and

(b) after “to the registrar of companies” insert “ , to the CAA and to the Secretary of State ”.

Notice of making of order

10

In section 21(2) of the 1986 Act (notice of order to be given by administrator) as applied by this Part of this Schedule after “to the registrar of companies” insert “ , to the CAA, to the Secretary of State ”.

Statement of proposals

11

In section 23 of the 1986 Act (statement of proposals) as applied by this Part of this Schedule for subsections (1) and (2) substitute—

(1) Where an air traffic administration order has been made, the air traffic administrator shall, within 3 months (or such longer period as the court may allow) after the making of the order, send a statement of his proposals for achieving the purposes of the order— (a) to the Secretary of State, (b) to the CAA, (c) to all creditors of the company (so far as he is aware of their addresses), and (d) to the registrar of companies. (2) The air traffic administrator may from time to time revise those proposals. (2A) If the air traffic administrator proposes to make revisions which appear to him to be substantial, he shall before making them send a statement of the proposed revisions— (a) to the Secretary of State, (b) to the CAA, (c) to all creditors of the company (so far as he is aware of their addresses), and (d) to the registrar of companies. (2B) The air traffic administrator shall give a copy of any statement under subsection (1) or (2A) to all members of the company before the end of the period described in subsection (1) or, as the case may be, before making the revisions. (2C) The requirement in subsection (2B) is satisfied if the administrator— (a) sends a copy of the statement to all members of the company (so far as he is aware of their addresses), or (b) publishes in the prescribed manner a notice stating an address to which members should write for copies of the statement to be sent to them free of charge.

Applications to court

12

(1) Section 27 of the 1986 Act (protection of interests of creditors and members) as applied by this Part of this Schedule has effect as follows.

(2) After subsection (1) insert—

(1A) If a creditor or member of the company makes an application under subsection (1), the court shall give notice of the application to the Secretary of State, who shall be entitled to be heard by the court in connection with the application. (1B) At any time when an air traffic administration order is in force the Secretary of State or (with his consent) the CAA may apply to the court by petition for an order under this section on one or both of the following grounds. (1C) The first ground is that the air traffic administrator has exercised or is exercising or proposing to exercise his powers in relation to the company in a manner which will not best ensure the achievement of the purposes of the order. (1D) The second ground is that he has exercised or is exercising or proposing to exercise his powers in relation to the company in a manner which involves a contravention of— (a) a condition of the licence granted under Chapter I of Part I of the Transport Act 2000, or (b) a duty imposed by section 8(1) of that Act, or (c) any other requirement imposed on the company by virtue of its holding the licence.

(3) Omit subsection (3).

(4) In subsection (4) omit the words “Subject as above”.

(5) After that subsection insert—

(4A) Provision may be made by virtue of subsection (4)(d) that the air traffic administration order is to be discharged from such date as may be specified in the order unless, before that date, such measures are taken as the court thinks fit for the purpose of protecting the interests of creditors.

(6) For subsection (6) substitute—

(6) Where an air traffic administration order is discharged, the air traffic administrator shall within 14 days after the date on which the discharge takes effect send a copy of the order under this section— (a) to the Secretary of State, (b) to the CAA, and (c) to the registrar of companies; and if, without reasonable excuse, the air traffic administrator fails to comply with this subsection, he is liable to a fine and, for continued contravention, to a daily default fine.

Part II — Other provisions

General adaptations

13

(1) References in the 1986 Act (except in sections 8 to 10 and 24 to 26), or in any other enactment passed before the day on which this Act is passed, to an administration order under Part II of that Act, to an application for such an order and to an administrator include references (respectively) to an air traffic administration order, to an application for an air traffic administration order and to an air traffic administrator.

(2) References in the 1986 Act, or in any other enactment passed before the day on which this Act is passed, to an enactment contained in Part II of that Act include references to that enactment as applied by section 30 above or Part I of this Schedule.

(3) But—

(a) sub-paragraph (1) applies in relation to a reference in an enactment contained in Part II of the 1986 Act only so far as necessary for the purposes of the operation of the provisions of that Part as so applied;

(b) sub-paragraphs (1) and (2) apply subject to Part I of this Schedule.

Saving

14

The provisions of this Schedule are without prejudice to the power conferred by section 411 of the 1986 Act (company insolvency rules) as modified by paragraph 13(1) and (2).

Interpretation

15

(1) In this Schedule “the 1986 Act” means the Insolvency Act 1986.

(2) For the purposes of this Schedule and any modification of the 1986 Act made by this Schedule—

(a) an air traffic administration order is an order made under section 27 or 28 above;

(b) an air traffic administrator is a person appointed by the court to achieve the purposes of an air traffic administration order;

SCHEDULE 2

Application of Schedule

1

This Schedule applies if—

(a) the court has made an air traffic administration order in relation to a licence company (the existing licence company), and

(b) it is proposed that on and after the appointed day another company (the new licence company) should carry out licensed activities in respect of all or part of a licensed area.

Interpretation

2

For the purposes of this Schedule—

(a) an air traffic administration order is an order made under section 27 or 28;

(b) an air traffic administrator is a person appointed by the court to achieve the purposes of an air traffic administration order;

(d) references to the existing licence company and the new licence company must be construed in accordance with paragraph 1;

(e) references to a licence company are to be construed in accordance with section 26;

(f) other licence companies are licence companies, other than the existing licence company and the new licence company;

(g) licensed activities are activities which the licence concerned authorises the existing licence company to carry out;

(h) a licensed area is an area in respect of which the licence concerned authorises the existing licence company to provide air traffic services;

(i) the appointed day is a day which falls before the discharge of the air traffic administration order takes effect and which is appointed by the court for the purposes of this Schedule.

Making and modification of schemes

3

(1) The existing licence company, acting with the consent of the new licence company and, in relation to the matters affecting them, of any other licence companies, may make a scheme designed to secure that the new licence company carries out licensed activities in respect of all or part of the licensed area.

(2) No scheme takes effect unless it is approved by the Secretary of State after consulting the CAA.

(3) If a scheme is submitted to the Secretary of State for approval he may modify the scheme before approving it.

(4) But no modification may be made unless the following consent—

(a) the new licence company,

(b) the existing licence company, and

(5) A scheme comes into force on the appointed day.

(6) At any time after a scheme has come into force, if he thinks it appropriate the Secretary of State may by order provide that the scheme is to be taken for all purposes to have come into force with the modifications specified in the order.

(7) But the Secretary of State may not make an order under sub-paragraph (6) unless the following consent—

(a) the existing licence company,

(b) the new licence company, and

(8) An order under sub-paragraph (6)—

(a) may make, with effect from the coming into force of the scheme to which it relates, any such provision as could have been made by the scheme, and

(b) in connection with giving effect to that provision from that time, may make such supplementary, consequential and transitional provision as the Secretary of State thinks appropriate.

Effect on licence

4

(1) A scheme may provide for a licence held by the existing licence company to have effect, with such modifications as the scheme may specify, as if the licence had been granted to the new licence company.

(2) If different schemes are made in relation to different parts of the licensed area—

(a) each scheme has effect as if there were a separate licence in respect of each part, and

(b) each licence has effect as if it had been granted to the company which is the new licence company under the scheme concerned.

Property, rights and liabilities

5

A scheme may provide for the transfer of property, rights and liabilities from the existing licence company to the new licence company.

6

(1) In determining whether and in what manner to exercise the powers under paragraph 3 to approve and modify a scheme, the Secretary of State must have regard to the need to ensure that a scheme allocates property, rights and liabilities to the new licence company in such manner as appears to the Secretary of State to be appropriate.

(2) In deciding what is appropriate the Secretary of State must take into account the licensed activities which will be carried out on or after the appointed day by any of—

(a) the new licence company,

(b) the existing licence company, and

7

(1) When a scheme comes into force, it has effect without more so as to transfer to the new licence company the property, rights and liabilities to which the scheme relates.

(2) A scheme may divide the property, rights or liabilities of the existing licence company and in connection with that division may—

(a) create for the existing licence company, the new licence company or any other licence companies an interest in or right over any property to which the scheme relates;

(b) create new rights and liabilities as between any two or more of those companies with respect to the subject-matter of the scheme;

(c) in connection with any provision made by virtue of paragraph (a) or (b), make incidental provision as to the interests, rights and liabilities of other persons with respect to the subject-matter of the scheme.

(3) A scheme may impose duties on the existing licence company, the new licence company and any other licence company to take all such steps as may be necessary to secure that—

(a) any interest, right or liability created by virtue of paragraph (a) or (b) of sub-paragraph (2), and

(b) any incidental provision made by virtue of paragraph (c) of that sub-paragraph,

has effect.

(4) A scheme may require the new licence company and any other licence companies to provide consideration in respect of the transfer or creation of property, rights and liabilities by means of the scheme.

(5) A requirement imposed under sub-paragraph (4) is enforceable in the same way as if the property, rights and liabilities had been created or transferred, and (if the case so requires) had been capable of being created or transferred, by agreement between the parties.

(6) The property, rights and liabilities of the existing licence company which may be transferred in accordance with a scheme include—

(a) property, rights and liabilities which the existing licence company would not otherwise be capable of transferring or assigning;

(b) property, rights and liabilities to which the existing licence company may become entitled or subject after the making of the scheme and before the appointed day;

(d) rights and liabilities under enactments;

(e) rights and liabilities under the law of any part of the United Kingdom or of any country or territory outside the United Kingdom.

(7) If a scheme makes a person entitled to possession of a document, the provision that may be made by virtue of sub-paragraph (2)(b) includes—

(a) provision for treating that person as having given another person an acknowledgement in writing of the right of that other person to the production of the document and to delivery of copies of it,

(b) provision applying section 64 of the Law of Property Act 1925 (production and safe custody of documents) to that acknowledgement,

(c) provision that, where a scheme transfers any interest in land or other property situated in Scotland, subsections (1) and (2) of section 16 of the Land Registration (Scotland) Act 1979 (omission of certain clauses in deeds) are to have effect in relation to the transfer as if the transfer had been effected by deed and as if from each of those subsections the words “unless specially qualified” had been omitted, and

(d) provision applying section 9 of the Conveyancing Act 1881 (which is the equivalent in Northern Ireland to section 64 of the Law of Property Act 1925) to that acknowledgement.

(8) Sub-paragraph (9) applies if a transfer authorised by sub-paragraph (6)(a) would (were it not so authorised)—

(a) give rise to a contravention or liability by reason of a provision relating to the terms on which the existing licence company is entitled or subject to the property, right or liability transferred, or

(b) give rise to an interference with any interest or right by reason of such a provision.

(9) In such a case the transfer does not give rise to such a contravention, liability or interference.

(10) The provision referred to in sub-paragraph (8) may arise under an enactment or agreement or otherwise.

8

(1) A scheme may impose duties on the existing licence company and on the new licence company to take all such steps as may be necessary to secure that the vesting in the new licence company, by virtue of the scheme, of any foreign property, right or liability is effective under the relevant foreign law.

(2) A scheme may require the existing licence company to comply with any directions given by the new licence company in performing any duty imposed on the existing licence company by virtue of a provision included in the scheme under sub-paragraph (1).

(3) A scheme may provide that, until the vesting of any foreign property, right or liability of the existing licence company in the new licence company is effective under the relevant foreign law, it is the duty of the existing licence company—

(a) to hold that property or right for the benefit of the new licence company, or

(b) to discharge that liability on behalf of the new licence company.

(4) A scheme may provide that in specified cases foreign property, rights or liabilities acquired or incurred by an existing licence company after the scheme comes into force are immediately to become property, rights or liabilities of the new licence company; and in relation to such property, rights or liabilities the scheme may make provision equivalent to that in sub-paragraphs (1) to (3).

(5) Nothing in any provision included in a scheme by virtue of this paragraph affects the law of any part of the United Kingdom as it applies to the vesting of any foreign property, right or liability in the new licence company by virtue of the scheme.

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

(7) Any expenses incurred by an existing licence company in consequence of any provision included in a scheme by virtue of this paragraph must be met by the new licence company.

(8) Duties imposed on an existing licence company or a new licence company by virtue of this paragraph are enforceable in the same way as if they were imposed by a contract between the existing licence company and the new licence company.

Supplementary provisions of schemes

9

(1) A scheme may contain supplementary, consequential and transitional provision for the purposes of, or in connection with, any provision of the scheme.

(2) In particular a scheme may provide—

(a) that for purposes connected with any transfers made in accordance with the scheme (including the transfer of rights and liabilities under an enactment) the new licence company is to be treated as the same person in law as the existing licence company;

(b) that (so far as may be necessary for the purposes of or in connection with any such transfers) agreements made, transactions effected and other things done by or in relation to the existing licence company are to be treated as made, effected or done by or in relation to the new licence company;

(c) that (so far as may be necessary for the purposes of or in connection with any such transfers) references in any agreement (whether or not in writing) or in any document to, or to any officer of, the existing licence company are to have effect with such modifications as the scheme may specify;

(d) that proceedings commenced by or against the existing licence company are to be continued by or against the new licence company;

(e) that contracts of employment with the existing licence company are not to terminate and that periods of employment with the existing licence company are to count for all purposes as periods of employment with the new licence company;

(f) that disputes about the effect of the scheme between the existing licence company and the new licence company, between either of them and any other licence company or between different companies which are other licence companies are to be referred to such arbitration as may be specified in or determined under the scheme;

(g) that determinations on such arbitrations are conclusive for all purposes;

(h) that certificates given jointly by two or more of the licence companies mentioned in paragraph (f) as to the effect of the scheme as between the licence companies giving the certificates are conclusive for all purposes.

Assistance

10

(1) The new licence company, the existing licence company and any other licence companies which are likely to be affected by a scheme must provide the Secretary of State with all such information and other assistance as the Secretary of State may reasonably require for the purposes of, or in connection with, the exercise of any power conferred by paragraph 3.

(2) If a company without reasonable excuse fails to do anything required of it by sub-paragraph (1) it is guilty of an offence and liable on summary conviction to a fine not exceeding level 5 on the standard scale.

Effect of air traffic administration order

11

While an air traffic administration order is in force in relation to an existing licence company anything which the company is permitted or required to do—

(a) by paragraph 3 or 10, or

(b) in consequence of any provision of a scheme,

is effective only if it is done on the company’s behalf by its air traffic administrator.

SCHEDULE 3

1

In their application to a licence company formed and registered under the Companies Act 2006 in Northern Ireland, sections 26 to 32 and Schedules 1 and 2 have effect with the modifications made by this Schedule.

2

(1) Section 26 is modified as follows.

(2) In subsection (2) for “Part II of the 1986 Act” substitute “ Part III of the 1989 Order ”.

(3) In subsection (5) for “Parts I to VII of the 1986 Act” substitute “ Parts II to VII of the 1989 Order ”.

(4) In subsection (6)—

(a) for “the 1986 Act” substitute “ the 1989 Order ”, and

(b) for “the Insolvency Act 1986” substitute “ the Insolvency (Northern Ireland) Order 1989 ”.

3

(1) Section 28 is modified as follows.

(2) In subsection (3) for paragraph (a) substitute—

(a) the Secretary of State certifies that but for section 27 it would in his opinion be appropriate for the Department of Enterprise, Trade and Investment to petition for the company’s winding up under Article 104A of the 1989 Order (petition following inspectors’ report etc), and

(3) In subsection (3)(b) for “section 124A” substitute “ Article 104A ”.

(4) In subsection (6) for “section 123 of the 1986 Act” substitute “ Article 103 of the 1989 Order ”.

4

In section 29(5) for “the 1986 Act” substitute “ the 1989 Order ”.

5

(1) Section 30 is modified as follows.

(2) In subsection (2) for “Section 9(4) and (5) of the 1986 Act” substitute “ Article 22(4) and (5) of the 1989 Order ”.

(3) In subsection (3)—

(a) for “Section 10(1), (2), (4) and (5) of the 1986 Act” substitute “ Article 23(1), (2) and (4) of the 1989 Order ”;

(b) in paragraphs (a), (b), (c) and (d) for “subsection” substitute “ paragraph ”.

(4) In subsection (5)—

(a) for “section 411 of the 1986 Act” substitute “ Article 359 of the 1989 Order ”, and

(b) for “Parts I to VII of that Act” substitute “ Parts II to VII of that Order ”.

6

For Schedule 1 substitute—

SCHEDULE 1 (1) This Part of this Schedule applies if an air traffic administration order is made in Northern Ireland. (2) Articles 24 to 35 and 39 of the 1989 Order (which relate to administration orders under Part III of that Order) apply with the modifications specified in this Part of this Schedule. (3) In those Articles as applied by this Part of this Schedule— (a) references to an administration order are to an air traffic administration order, and (b) references to an administrator are to an air traffic administrator. (4) In Article 24 of the 1989 Order (effect of order) as applied by this Part of this Schedule— (a) the requirement in paragraph (1)(a) that any petition for the winding up of the company shall be dismissed does not prejudice the air traffic administration order if it is made by virtue of section 27 above, (b) the reference in paragraph (3)(d) to proceedings includes a reference to any proceedings under or for the purposes of section 20 above, and (c) paragraph (3)(d) has effect as if after “its property” there were inserted “, and no right of re-entry or forfeiture may be enforced against the company in respect of any land,”. (5) In Article 26 of the 1989 Order (appointment of administrator) as applied by this Part of this Schedule for paragraph (3) substitute— (“) An application for an order under paragraph (2) may be made— (a) by the Secretary of State, (b) by the CAA with the Secretary of State’s consent, (c) by any continuing air traffic administrator of the company, or (d) where there is no such air traffic administrator, by the company, the directors or any creditor or creditors of the company. ” (6) (1) Article 27 of the 1989 Order (general powers of administrator) as applied by this Part of this Schedule has effect as follows. (2) In paragraph (1)(b) the reference to the powers specified in Schedule 1 to the 1989 Order includes a reference to a power to act on behalf of the company— (a) for the purposes of this Part, or (b) for the purposes of the exercise or performance of any power or duty which is conferred or imposed on the company by virtue of its holding a licence. (3) In paragraph (4) the reference to a power conferred by the company’s articles of association includes a reference to a power conferred by virtue of the company’s holding a licence. (7) (1) Article 28 of the 1989 Order (power to deal with charged property) as applied by this Part of this Schedule has effect as follows. (2) In paragraph (2) for “the purpose or one or more of the purposes specified in the administration order” substitute “one or both of the purposes of the administration order”. (3) In paragraph (5)(b) for “in the open market by a willing vendor” substitute “for the best price which is reasonably available on a sale which is consistent with the purposes of the air traffic administration order”. (8) (1) Article 29 of the 1989 Order (duties of administrator) as applied by this Part of this Schedule has effect as follows. (2) For paragraph (2) substitute— (“) Subject to any directions of the High Court, it shall be the duty of the air traffic administrator to manage the affairs, business and property of the company in accordance with proposals under Article 35 as they are revised from time to time. ” (3) In paragraph (3) omit sub-paragraph (a). (9) (1) Article 30 of the 1989 Order (discharge and variation of administration order) as applied by this Part of this Schedule has effect as follows. (2) For paragraphs (1) and (2) substitute— (“) An application for an air traffic administration order to be discharged may be made— (a) by the air traffic administrator, on the ground that the purposes of the order have been achieved; or (b) by the Secretary of State or (with his consent) by the CAA, on the ground that it is no longer necessary that those purposes are achieved. ” (3) In paragraph (3) omit the words “or vary”. (4) In paragraph (4)— (a) omit the words “or varied” and “or variation”, and (b) after “to the registrar” insert “, to the CAA and to the Secretary of State”. (10) In Article 33(2) of the 1989 Order (notice of order to be given by administrator) as applied by this Part of this Schedule after “to the registrar” insert “,to the CAA,to the Secretary of State”. (11) In Article 35 of the 1989 Order (statement of proposals) as applied by this Part of this Schedule for paragraphs (1) and (2) substitute— (“) Where an air traffic administration order has been made, the air traffic administrator shall, within 3 months (or such longer period as the High Court may allow) after the making of the order, send a statement of his proposals for achieving the purposes of the order— (a) to the Secretary of State, (b) to the CAA, (c) to all creditors of the company (so far as he is aware of their addresses), and (d) to the registrar. (2) The air traffic administrator may from time to time revise those proposals. (2A) If the air traffic administrator proposes to make revisions which appear to him to be substantial, he shall before making them send a statement of the proposed revisions— (a) to the Secretary of State, (b) to the CAA, (c) to all creditors of the company (so far as he is aware of their addresses), and (d) to the registrar. (2B) The air traffic administrator shall give a copy of any statement under paragraph (1) or (2A) to all members of the company before the end of the period described in paragraph (1) or, as the case may be, before making the revisions. (2C) The requirement in paragraph (2B) is satisfied if the administrator— (a) sends a copy of the statement to all members of the company (so far as he is aware of their addresses), or (b) publishes in the prescribed manner a notice stating an address to which members should write for copies of the statement to be sent to them free of charge. ” (12) (1) Article 39 of the 1989 Order (protection of interests of creditors and members) as applied by this Part of this Schedule has effect as follows. (2) After paragraph (1) insert— (“) If a creditor or member of the company makes an application under paragraph (1), the court shall give notice of the application to the Secretary of State, who shall be entitled to be heard by the court in connection with the application. (1B) At any time when an air traffic administration order is in force the Secretary of State or (with his consent) the CAA may apply to the court by petition for an order under this Article on one or both of the following grounds. (1C) The first ground is that the air traffic administrator has exercised or is exercising or proposing to exercise his powers in relation to the company in a manner which will not best ensure the achievement of the purposes of the order. (1D) The second ground is that he has exercised or is exercising or proposing to exercise his powers in relation to the company in a manner which involves a contravention of— (a) a condition of the licence granted under Chapter I of Part I of the Transport Act 2000, or (b) a duty imposed by section 8(1) of that Act, or (c) any other requirement imposed on the company by virtue of its holding the licence. ” (3) Omit paragraph (3). (4) In paragraph (4) omit the words “Subject to paragraph (3),”. (5) After that paragraph insert— (“) Provision may be made by virtue of paragraph (4)(d) that the air traffic administration order is to be discharged from such date as may be specified in the order unless, before that date, such measures are taken as the court thinks fit for the purpose of protecting the interests of creditors. ” (6) For paragraph (6) substitute— (“) Where an air traffic administration order is discharged, the air traffic administrator shall within 14 days after the date on which the discharge takes effect send a copy of the order under this Article— (a) to the Secretary of State, (b) to the CAA, and (c) to the registrar; and if, without reasonable excuse, the air traffic administrator contravenes this paragraph, he shall be guilty of an offence and, for continued contravention, he shall be guilty of a continuing offence. ” (13) (1) References in the 1989 Order (except in Articles 21 to 23 and 36 to 38), or in any other enactment passed before the day on which this Act is passed, to an administration order under Part III of that Order, to an application for such an order and to an administrator include references (respectively) to an air traffic administration order, to an application for an air traffic administration order and to an air traffic administrator. (2) References in the 1989 Order, or in any other enactment passed before the day on which this Act is passed, to an enactment contained in Part III of that Order include references to that enactment as applied by section 30 above or Part I of this Schedule. (3) But— (a) sub-paragraph (1) applies in relation to a reference in an enactment contained in Part III of the 1989 Order only so far as necessary for the purposes of the operation of the provisions of that Part as so applied; (b) sub-paragraphs (1) and (2) apply subject to Part I of this Schedule. (14) The provisions of this Schedule are without prejudice to the power conferred by Article 359 of the 1989 Order (insolvency rules) as modified by paragraph 13(1) and (2). (15) (1) In this Schedule “the 1989 Order” means the Insolvency (Northern Ireland) Order 1989. (2) For the purposes of this Schedule and any modification of the 1989 Order made by this Schedule— (a) an air traffic administration order is an order made under section 27 or 28 above; (b) an air traffic administrator is a person appointed by the court to achieve the purposes of an air traffic administration order; (c) the CAA is the Civil Aviation Authority.

SCHEDULE 4

1

The Civil Aviation Act 1982 shall be amended as follows.

2

After section 42 (acquisition of land by CAA) insert the following—

(42A) (1) A licence holder may be authorised by the Secretary of State to acquire land in Great Britain compulsorily for any purpose connected with the carrying out of the activities authorised by the licence. (2) Where a licence holder proposes to acquire, otherwise than by agreement, any land in Northern Ireland— (a) which is required by the licence holder for any purpose connected with the carrying out of the activities authorised by the licence, or (b) as to which it can reasonably be foreseen that it will be so required, the licence holder may apply to the Secretary of State for an order vesting the land in it, and the Secretary of State shall have power to make such an order. (3) The Secretary of State shall not grant an authorisation under subsection (1) or an order under subsection (2) to a licence holder in respect of land which is owned by another licence holder who— (a) is using it, or (b) will, in the opinion of the Secretary of State, use it at some time in the period of five years beginning with the date on which he receives the request for the authorisation or order. (4) A reference in subsection (3) to use of land by a licence holder is a reference to use for a purpose connected with the carrying out of the activities authorised by the licence. (5) The following provisions of section 42 shall apply for the purposes of this section in relation to a licence holder as they apply for the purposes of that section in relation to the CAA— (a) in subsection (1), the words from “and the following enactments” to the end, (b) subsection (3), (c) subsection (5) (with the reference to acquisition for the purposes of the CAA’s undertaking being construed as a reference to acquisition in connection with the carrying out of the activities authorised by the licence), and (d) subsection (6).

3

In section 43(1) (rights over land to bind grantor’s successors) after paragraph (b) insert—

or, (c) for any purpose connected with the carrying out of the activities authorised by the licence, to a licence holder,

4

(1) Section 44 (power to obtain rights over land) shall be amended as follows.

(2) In subsection (6) after paragraph (b) insert—

and (c) if the relevant authority in whose favour the order was made is a licence holder, the licence holder,

(3) For subsection (7) substitute—

(7) The ownership of anything shall not be affected by reason only that it is placed on or under, or affixed, to, any land in pursuance of any such order. (7A) So long as any such order is in force, no person shall, except with the necessary consent, wilfully interfere— (a) with any works carried out on any land in pursuance of the order, or (b) with anything installed on, under, over or across any land in pursuance of the order. (7B) The necessary consent is— (a) if the relevant authority in whose favour the order is made is the Secretary of State or Eurocontrol, the consent of the Secretary of State, (b) if that relevant authority is the CAA, the consent of the Secretary of State or the CAA, and (c) if that relevant authority is a licence holder, the consent of the licence holder.

(4) In subsection (12) the following shall be inserted after paragraph (c)—

and (d) a licence holder;

5

In section 46(10) (control over land: relevant authorities) after paragraph (d) insert—

and (e) a licence holder (within the meaning of section 105(1) below);

6

(1) Section 48 (Secretary of State’s powers in respect of highways, &c.) shall be amended as follows.

(2) In subsection (1) for “or the CAA” substitute (in each place) “ , the CAA or a licence holder ”.

(3) In subsection (9) after “the CAA” insert (in each place) “ or a licence holder ”.

7

In section 49 (acquisition of land for purpose related to highway) after subsection (3) insert—

(3A) A licence holder’s power of acquiring land compulsorily under this Act may be exercised for the purpose of providing or improving any highway which is to be provided or improved in pursuance of an order made under section 48(1) above in relation to land which is vested in the licence holder or which the licence holder proposes to acquire or for any other purpose for which land is required in connection with such an order.

8

(1) Section 50 (powers of entry) shall be amended as follows.

(2) In subsection (1)(a), (b) and (c) after “the CAA” insert “ or a licence holder ”.

(3) In subsection (1)(d) after “the CAA” insert “ , a licence holder (within the meaning of section 105(1) below) ”.

(4) In subsection (3)(a), (b) and (c) for “or the CAA” substitute “ , the CAA or a licence holder ”.

(5) In subsection (7) for paragraph (a) substitute—

(a) in a case falling within subsection (1)(a) to (c) above in respect of the CAA, the CAA, (aa) in a case falling within subsection (1)(a) to (c) above in respect of a licence holder, the licence holder,

9

In section 51(7)(a) (statutory undertakers) after “the CAA” insert “ or a licence holder ”.

10

(1) Section 52 (displacements from land) shall be amended as follows.

(2) After subsection (1)(c) (and before the word “or”) insert—

(ca) a licence holder has acquired land for purposes connected with the carrying out of the activities authorised by the licence;

(3) In subsection (2)(a) for “or (c)” substitute “ , (c) or (ca) ”.

(4) In subsection (3)(a) after “(c)” insert “ , (ca) ”.

11

(1) Section 53 (planning decisions: compensation) shall be amended as follows.

(2) In subsection (1)—

(a) for “entitled to recover from the CAA” substitute “ entitled to recover from the relevant person ”,

(b) for paragraph (b)(iii) substitute—

(iii) to secure the safe and efficient operation of apparatus which is in the possession of a licence holder and is provided for the purpose of the activities authorised by the licence.

(3) In subsection (2) for “shall pay the CAA” substitute “ shall refund to the person who paid that sum ”.

(4) In subsection (3)—

(a) for “such a need as aforesaid in respect of an aerodrome or apparatus owned by the CAA,” substitute “ a need referred to in subsection (1)(b)(i) to (iii), ”,

(b) for “given to the CAA” substitute “ given to the relevant person ”, and

(5) In subsection (4) for “the CAA” substitute (in each place) “ the relevant person ”.

(6) In subsection (7) for paragraph (b) and the words following it substitute—

(b) the decision would not have been taken but for the need to secure the safe and efficient operation of apparatus which is in the possession of a licence holder and is provided for the purpose of the activities authorised by the licence, the Department shall be entitled to recover from the licence holder a sum equal to that compensation.

(7) In subsection (8) for “the CAA” substitute “ the licence holder ”.

(8) After subsection (9) insert—

(10) The relevant person for the purposes of this section is— (a) in a case to which subsection (1)(b)(i) or (ii) applies, the CAA, and (b) in a case to which subsection (1)(b)(iii) applies, the licence holder.

12

In section 54(2) (consecrated land and burial grounds) for “in relation to any land acquired by the CAA” substitute

in relation to any land— (a) acquired by the CAA, or (b) acquired by a licence holder for purposes connected with the carrying out of the activities authorised by the licence,

13

(1) Section 55 (registration of orders, &c.) shall be amended as follows.

(2) In subsection (5) after “the CAA” insert “ or a licence holder ”.

(3) In subsection (7)(a) after sub-paragraph (ii) (and after the word “and”) insert—

(iii) if the order is made in favour of a licence holder, the licence holder; and

(4) In subsection (7)(c) after sub-paragraph (i) (and before the word “and”) insert—

(ia) if the order is made in respect of a licence holder, the licence holder;

14

In section 105(1) (interpretation) after the definition of “the Lands Tribunal” insert—

“licence holder” means a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (air traffic services);

15

In Schedule 6 (modifications of Schedule 6 to the Local Government Act (Northern Ireland) 1972)—

(a) in paragraph 2 after “Civil Aviation Authority” insert “ or (as the case may be) the licence holder ”,

(b) in paragraph 4 after “Civil Aviation Authority” insert “ or a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (“a licence holder”) ”, and

(c) in paragraphs 5 and 6 after “Civil Aviation Authority” (in each place) insert “ or (as the case may be) the licence holder ”.

16

(1) Schedule 7 (certain orders under Part II: supplementary) shall be amended as follows.

(2) For the words “the CAA”—

(a) substitute “ the CAA or a licence holder ” in paragraph 1(1), in the first place where the words appear in paragraph 1(2), and in paragraph 12(2)(a), and

(b) substitute “ the CAA or the licence holder ” in the second place where the words appear in paragraph 1(2).

(3) After paragraph 5(2)(a) insert—

(aa) the licence holder in the case of an order under section 44 of this Act made in favour of a licence holder;

(4) After paragraph 12(2)(b) insert—

(c) from the licence holder in the case of an order made in favour of a licence holder.

17

In Schedule 13 (subordinate instruments), in Part I after the entry for section 42(2) insert—

Section 42A(2) (order vesting land in licence holder).

SCHEDULE 5

Miscellaneous enactments

1

(1) For the purposes of the provisions mentioned in sub-paragraph (2)—

(a) a licence holder carrying out activities authorised by its licence is to be taken to be a statutory undertaker;

(b) its undertaking as licence holder is to be taken to be a statutory undertaking.

(2) The provisions are—

(a) the Acquisition of Land (Authorisation Procedure) (Scotland) Act 1947;

(b) section 4 of the Requisitioned Land and War Works Act 1948;

(d) the Reserve and Auxiliary Forces (Protection of Civil Interests) Act 1951;

(e) the Landlord and Tenant Act 1954;

(f) section 39(6)(b) of the Opencast Coal Act 1958;

(g) section 11 of the Land Compensation Act 1961;

(h) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(i) section 18 of the Land Compensation (Scotland) Act 1963;

(j) Schedule 3 to the Harbours Act 1964;

(k) Schedule 6 to the Gas Act 1965;

(l) the New Towns (Scotland) Act 1968;

(m) paragraph 6 of Schedule 2 to the Countryside Act 1968;

(n) section 22 of the Sewerage (Scotland) Act 1968;

(o) sections ... 296 and 611 of the Housing Act 1985.

Public health

2

(1) The provisions mentioned in sub-paragraph (2) apply in relation to—

(a) a licence holder carrying out activities authorised by its licence, and

(b) any property which is owned by the licence holder,

as they apply in relation to a railway company and its railway.

(2) The provisions are—

(a) section 330 of the Public Health Act 1936 (power of certain undertakers in England and Wales to alter sewers);

(b) section 333 of that Act (protection of certain undertakings in England and Wales from works executed under that Act);

(c) section 107 of the Public Health (Scotland) Act 1897 (protection of certain undertakings in Scotland from works connected with sewers).

Civil defence

3

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

Pipe-lines

4

(1) For the purposes of the Pipe-lines Act 1962—

(a) a licence holder carrying out activities authorised by its licence is to be taken to be a statutory undertaker;

(b) its undertaking as licence holder is to be taken to be a statutory undertaking.

(2) For the purposes of section 13 of the 1962 Act, in relation to a licence holder operational land is land—

(a) which is used by the licence holder, or by a company associated with it, for the purpose of carrying out activities authorised by the licence, or

(b) in which the licence holder, or a company associated with it, holds an interest for that purpose.

(3) If for the purposes of section 13 of the 1962 Act a question arises whether land is operational land in relation to a licence holder the question must be decided by the Secretary of State.

New towns

5

(1) Section 79 of the New Towns Act 1981 (meaning of statutory undertakers and operational land) shall be amended as follows.

(2) In subsection (1) after “the Civil Aviation Authority,” insert

or (ba) a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (air traffic services),

(3) After subsection (1) insert—

(1A) For the purposes of this Act— (a) a person who holds a licence under Chapter I of Part I of the Transport Act 2000 shall not be considered to be a statutory undertaker unless the person is carrying out activities authorised by the licence; (b) the person’s undertaking shall not be considered to be a statutory undertaking except to the extent that it is the person’s undertaking as licence holder.

(4) In subsection (3) after paragraph (b) insert—

(ba) in relation to a person who holds a licence under Chapter I of Part I of the Transport Act 2000, means any land which is used by the licence holder (or by a company associated with it) for the purpose of carrying out activities authorised by the licence or land in which the licence holder (or a company associated with it) holds an interest for that purpose.

(5) After subsection (3) insert—

(4) If for the purposes of this Act a question arises whether land is operational land in relation to a person who holds a licence under Chapter I of Part I of the Transport Act 2000 the question must be decided by the Secretary of State.

Planning

6

(1) Section 262 of the Town and Country Planning Act 1990 (meaning of statutory undertakers) shall be amended as follows.

(2) In subsection (3) for “and the Civil Aviation Authority” substitute “ , the Civil Aviation Authority and a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (air traffic services) ”.

(3) In subsection (5)(b) for “and the Civil Aviation Authority” substitute “ , the Civil Aviation Authority and a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (air traffic services) ”.

(4) After subsection (5) insert—

(5A) For the purposes of this Act— (a) a person who holds a licence under Chapter I of Part I of the Transport Act 2000 shall not be considered to be a statutory undertaker unless the person is carrying out activities authorised by the licence; (b) the person’s undertaking shall not be considered to be a statutory undertaking except to the extent that it is the person’s undertaking as licence holder.

7

In section 263 of the Town and Country Planning Act 1990 (meaning of operational land) after subsection (2) insert—

(2A) Subsection (1) does not apply in relation to a person who holds a licence under Chapter I of Part I of the Transport Act 2000. (2B) Subject to section 264, in this Act “operational land” means, in relation to a person who holds a licence under Chapter I of Part I of the Transport Act 2000, land— (a) which is used by the licence holder, or by a company associated with it, for the purpose of carrying out activities authorised by the licence, or (b) in which the licence holder, or a company associated with it, holds an interest for that purpose. (2C) If for the purposes of this Act a question arises whether land is operational land in relation to a person who holds a licence under Chapter I of Part I of the Transport Act 2000 the question must be decided by the Secretary of State.

8

In section 91(3) of the Planning (Listed Buildings and Conservation Areas) Act 1990 (meaning of statutory undertakers) in paragraph (b) after “the Civil Aviation Authority,” there shall be inserted “ a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (to the extent that the person is carrying out activities authorised by the licence), ”.

9

In section 39(6) of the Planning (Hazardous Substances) Act 1990 (persons deemed to be statutory undertakers) after “the Civil Aviation Authority” there shall be inserted “ , a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (to the extent that the person is carrying out activities authorised by the licence) ”.

10

(1) Section 214 of the Town and Country Planning (Scotland) Act 1997 (meaning of statutory undertakers) shall be amended as follows.

(2) In subsection (3) for “and the Civil Aviation Authority” substitute “ , the Civil Aviation Authority and a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (air traffic services) ”.

(3) In subsection (5)(b) for “and the Civil Aviation Authority” substitute “ , the Civil Aviation Authority and a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (air traffic services) ”.

(4) After subsection (5) insert—

(5A) For the purposes of this Act— (a) a person who holds a licence under Chapter I of Part I of the Transport Act 2000 shall not be considered to be a statutory undertaker unless the person is carrying out activities authorised by the licence; (b) the person’s undertaking shall not be considered to be a statutory undertaking except to the extent that it is the person’s undertaking as licence holder.

11

In section 215 of the Town and Country Planning (Scotland) Act 1997 (meaning of operational land) after subsection (2) insert—

(2A) Subsection (1) does not apply in relation to a person who holds a licence under Chapter I of Part I of the Transport Act 2000. (2B) Subject to section 216, in this Act “operational land” means, in relation to a person who holds a licence under Chapter I of Part I of the Transport Act 2000, land— (a) which is used by the licence holder, or by a company associated with it, for the purpose of carrying out activities authorised by the licence, or (b) in which the licence holder, or a company associated with it, holds an interest for that purpose. (2C) If for the purposes of this Act a question arises whether land is operational land in relation to a person who holds a licence under Chapter I of Part I of the Transport Act 2000 the question must be decided by the Secretary of State.

12

In section 81(3) of the Planning (Listed Buildings and Conservation Areas) (Scotland) Act 1997 (meaning of statutory undertakers) in paragraph (b) after “the Civil Aviation Authority,” there shall be inserted “ a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (to the extent that the person is carrying out activities authorised by the licence), ”.

13

In section 38(5) of the Planning (Hazardous Substances) (Scotland) Act 1997 (persons deemed to be statutory undertakers) after “the Civil Aviation Authority” there shall be inserted “ , a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (to the extent that the person is carrying out activities authorised by the licence) ”.

Water and drainage

14

In Schedule 13 to the Water Industry Act 1991 (protection of undertakings) in paragraph 1(5) after paragraph (j) there shall be inserted—

(k) the undertaking of a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (air traffic services) to the extent that it is the person’s undertaking as licence holder.

15

In Schedule 22 to the Water Resources Act 1991 (protection of undertakings) in paragraph 1(4) after paragraph (j) there shall be inserted—

(k) the undertaking of a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (air traffic services) to the extent that it is the person’s undertaking as licence holder.

16

In Schedule 6 to the Land Drainage Act 1991 (protection of undertakings) in paragraph 1(1) after paragraph (j) there shall be inserted—

(k) the undertaking of a person who holds a licence under Chapter I of Part I of the Transport Act 2000 (air traffic services) to the extent that it is the person’s undertaking as licence holder.

Development

17

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

18

...

Coal mining subsidence

19

In section 52(1) of the Coal Mining Subsidence Act 1991 (interpretation) in paragraph (b) of the entry relating to statutory undertakers after “the Civil Aviation Authority” there shall be inserted “ , any person who holds a licence under Chapter I of Part I of the Transport Act 2000 (to the extent that the person is carrying out activities authorised by the licence) ”.

SCHEDULE 6

Allocation

1

(1) Paragraphs 2 and 3 apply if the following two conditions are satisfied.

(2) The first condition is that—

(a) provision is made by a transfer scheme for the transfer to a transferee of a specified part of a transferor’s undertaking, or

(b) provision is made by a transfer scheme (or transfer schemes) for the transfer to different transferees of different specified parts of a transferor’s undertaking.

(3) The second condition is that any property, right or liability falls partly in one part of the undertaking and partly in another or others; and the parts of the undertaking are—

(a) the part (or each part) transferred, and

(b) if a part is retained by the transferor, that part.

(4) In paragraphs 2 and 3 references to the parties are to—

(a) the transferee or transferees concerned, and

(b) the transferor (if he retains part of the undertaking).

(5) Paragraphs 2 and 3 do not apply to rights or liabilities under a contract of employment.

2

(1) If the nature of the property, right or liability permits, it must be apportioned in appropriate proportions between the parties; and each appropriate part must be taken to have been transferred to a transferee or retained by the transferor.

(2) If an estate or interest in land is to be apportioned under sub-paragraph (1)—

(a) any rent payable under a lease in respect of the estate or interest, and

(b) any rent charged on the estate or interest,

must be apportioned so that an appropriate part of the rent is payable in respect of (or charged on) the appropriate part of the estate or interest.

(3) Sub-paragraph (2) applies, with any necessary modifications, in relation to any feuduty payable in respect of an estate or interest in land in Scotland as it applies in relation to any rent charged on an estate or interest in land.

3

(1) If the nature of the property, right or liability does not permit it to be apportioned as mentioned in paragraph 2(1), it must be taken to have been transferred to a transferee or retained by the transferor in accordance with the tests in sub-paragraphs (2) and (3).

(2) In the case of an estate or interest in land the test is—

(a) which one of the parties has the greater (or greatest) need of the estate or interest for business purposes, or

(b) if it is not possible to say that one of them has the greater (or greatest) need, which one of them is likely to make more (or the most) use of the land.

(3) In the case of any other property or any right or liability, the test is which one of the parties is likely—

(a) to make more (or the most) use of the property, or

(b) to be more (or the most) affected by the right or liability.

(4) The tests in sub-paragraphs (2) and (3) must be applied at—

(a) the time when the transfer scheme comes into force (or schemes come into force), or

(b) if there are two or more schemes and they come into force at different times, the later or latest of the times.

(5) The preceding provisions of this paragraph apply subject to any arrangements made by the parties as to the protection of the interests of any of them.

Identification

4

(1) Paragraphs 5 to 7 apply if—

(a) provision is made by a transfer scheme for the transfer to a transferee of a specified part of a transferor’s undertaking, or

(b) provision is made by a transfer scheme (or transfer schemes) for the transfer to different transferees of different specified parts of a transferor’s undertaking.

(2) It is immaterial whether or not the second condition set out in paragraph 1 is satisfied.

(3) In paragraphs 5 to 7 references to the parties are to—

(a) the transferee or transferees concerned, and

(b) the transferor (if he retains part of the undertaking).

(4) Paragraphs 5 to 7 do not apply to rights or liabilities under a contract of employment.

5

(1) The parties must, so far as practicable, make any written agreement necessary or expedient to identify what is to be taken to have been transferred to whom and what (if anything) is to be taken to have been retained.

(2) The duty under sub-paragraph (1) has effect before as well as after the coming into force of any transfer scheme concerned.

6

(1) If the Secretary of State thinks it is unlikely that agreement will be reached on a matter where agreement is required under paragraph 5 he may serve a notice on the parties.

(2) A notice may be served—

(a) whether or not representations are made by a party;

(b) before or after the coming into force of any transfer scheme concerned.

(3) A notice may specify the terms of the agreement which the Secretary of State thinks the parties should have made under paragraph 5 in relation to the matter concerned.

(4) If a notice is served under this paragraph the parties are to be treated as having made an agreement in the terms specified.

7

(1) This paragraph applies if—

(a) an agreement made under paragraph 5, or

(b) an agreement treated as made by paragraph 6,

contains provision to the effect that any property, right or liability is to be taken to have been transferred to a transferee.

(2) The property, right or liability is to be treated as having been transferred to the transferee by the scheme concerned (or, if there are two or more schemes, such of them as the agreement specifies).

Discharge of functions

8

(1) Paragraphs 9 and 10 apply if—

(a) provision is made by a transfer scheme for the transfer to a transferee of a specified part of a transferor’s undertaking, or

(b) provision is made by a transfer scheme (or transfer schemes) for the transfer to different transferees of different specified parts of a transferor’s undertaking.

(2) It is immaterial whether or not the second condition set out in paragraph 1 is satisfied.

(3) In paragraphs 9 and 10 references to the parties are to—

(a) the transferee or transferees concerned, and

(b) the transferor (if he retains part of the undertaking).

(4) Paragraphs 9 and 10 do not apply to rights or liabilities under a contract of employment.

(5) Sub-paragraph (6) applies if at the time a transfer scheme comes into force a transferor or transferee under the scheme is—

(a) a company which is wholly owned by the Crown;

(b) a company which is wholly owned by the CAA;

(6) Paragraphs 9 and 10 cease to apply in relation to the scheme concerned at the time when the transferor or any one of the transferees under the scheme ceases to be a company which falls within any of paragraphs (a) to (c) of sub-paragraph (5).

9

(1) The parties must, so far as practicable, make any written agreement and execute any other instrument necessary or expedient to—

(a) give to any party (as against another or others) any rights and safeguards needed for carrying out the party’s functions;

(b) modify the division of the transferor’s undertaking in order to help the parties in carrying out their functions.

(2) An agreement or instrument under sub-paragraph (1) may provide—

(a) for the granting of leases and for the creation of other rights and liabilities over land (whether or not amounting in law to interests in land and whether or not involving the surrender of any existing interest or the creation of a new interest);

(b) for the granting of indemnities in connection with the severance of leases and other matters;

(3) The duty under sub-paragraph (1) has effect before as well as after the coming into force of any transfer scheme concerned.

10

(1) If the Secretary of State thinks it is unlikely that agreement will be reached on a matter where agreement is required under paragraph 9 he may serve a notice on the parties.

(2) A notice may be served—

(a) whether or not representations are made by a party;

(b) before or after the coming into force of any transfer scheme concerned.

(3) A notice may specify the terms of the agreement which the Secretary of State thinks the parties should have made under paragraph 9 in relation to the matter concerned.

(4) If a notice is served under this paragraph the parties are to be treated as having made an agreement in the terms specified.

Transfers by agreement

11

(1) If a transfer scheme provides for property, rights or liabilities to be transferred from a transferor to a transferee, they may agree that such of the property, rights or liabilities as are specified in the agreement are to be transferred from the transferee to the transferor.

(2) If one or more transfer schemes provide for different property, rights or liabilities to be transferred to different transferees, any transferee may agree with another that such of the property, rights or liabilities as are specified in the agreement are to be transferred from one to the other.

(3) This paragraph does not apply to rights or liabilities under a contract of employment.

(4) An agreement under this paragraph—

(a) must be in writing;

(b) must be made before the end of the required period;

(5) The required period is the period of 12 months starting with—

(a) the day on which the transfer scheme comes into force (or schemes come into force), or

(b) if there are two or more schemes and they come into force on different days, the later or latest of the days.

(6) An agreement under this paragraph may provide for a transfer to take effect on a date specified in or determined in accordance with the agreement; but the agreement may provide that a transfer is not to take effect unless the circumstances are such as the agreement specifies.

(7) When a transfer agreed under this paragraph takes effect the agreement has effect to transfer (in accordance with its provisions) the property, rights or liabilities concerned, subject to any enactment which provides for transactions to be registered in a statutory register.

Documents of title

12

(1) This paragraph applies if on a transfer under a transfer scheme a transferor is entitled to retain possession of any document relating in part to the title to, or to the management of, any land or other property transferred to a transferee.

(2) If the land or other property is situated in England and Wales—

(a) the transferor is to be treated as having given the transferee an acknowledgement in writing of the transferee’s right to production of the document and to delivery of copies of it, and

(b) section 64 of the Law of Property Act 1925 (production and safe custody of documents) is to apply to the acknowledgement and is to apply on the basis that the acknowledgement does not contain an expression of contrary intention.

(3) If the land or other property is situated in Scotland, subsections (1) and (2) of section 16 of the Land Registration (Scotland) Act 1979 (omission of certain clauses in deeds) is to have effect in relation to the transfer as if the transfer had been effected by deed and as if from each of those subsections the words “unless specially qualified” were omitted.

(4) If the land or other property is situated in Northern Ireland—

(a) the transferor is to be treated as having given the transferee an acknowledgement in writing of the transferee’s right to production of the document and to delivery of copies of it, and

(b) section 9 of the Conveyancing Act 1881 (which corresponds to section 64 of the Law of Property Act 1925) is to apply to the acknowledgement and is to apply on the basis that the acknowledgement does not contain an expression of contrary intention.

Foreign property, rights and liabilities

13

(1) This paragraph applies if a transfer scheme provides for the transfer of foreign property, rights or liabilities from a transferor to a transferee.

(2) The transferor and the transferee must take such steps as may be necessary to secure that the vesting of the property, rights or liabilities in the transferee is effective under the relevant foreign law; and the transferor must take the steps at such times as the transferee may specify in directions given to the transferor.

(3) Until the vesting of the property, rights or liabilities in the transferee is effective under the relevant foreign law, the transferor must—

(a) hold the property or rights for the transferee’s benefit, or

(b) discharge the liabilities on the transferee’s behalf.

(4) The transferor is to have all powers necessary for the performance of his duty under sub-paragraph (2), but the transferee must act on the transferor’s behalf (so far as possible) in the performance of that duty.

(5) Nothing in sub-paragraphs (2) to (4) affects the law of the United Kingdom (or of any part of the United Kingdom) as it applies to the vesting of the property, rights or liabilities in the transferee by virtue of the transfer scheme.

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

(7) The transferee must meet any expenses incurred by the transferor in consequence of this paragraph.

(8) Duties imposed on the transferor or the transferee by this paragraph are enforceable in the same way as if they were imposed by a contract between them.

Certificates

14

(1) This paragraph applies if—

(a) a transfer scheme provides for the transfer of property, rights or liabilities from a transferor to a transferee, and

(b) a certificate falling within sub-paragraph (2) is made jointly by or on behalf of the parties.

(2) A certificate falls within this sub-paragraph if it certifies that any specified property, right or liability—

(a) was intended to be, and was, vested in the transferee by virtue of the transfer, and

(b) has not been the subject of an agreement under paragraph 11.

(3) The certificate is to be conclusive evidence for all purposes of the facts it certifies.

(4) The reference in sub-paragraph (2) to property includes a reference to an interest in or right over property.

(5) Sub-paragraph (6) applies if—

(a) one of the parties requests the other to join in the preparation of a certificate, and

(b) they fail to agree the terms of a certificate within the period of one month starting with the day of the request.

(6) The parties must—

(a) refer the matter to the Secretary of State, and

(b) issue a certificate in such terms as may be specified in a direction given by him.

(7) The parties are the transferor and the transferee.

Restrictions on dealing with land

15

(1) For the purposes of this paragraph a person is a party if—

(a) he is the transferor (or one of the transferors) under a transfer scheme and holds an interest in land immediately after the scheme comes into force, or

(b) he is the transferee (or one of the transferees) under the scheme and an interest in land is transferred to him under the scheme.

(2) For the purposes of this paragraph the relevant land is any land in which any party has an interest immediately after the scheme comes into force.

(3) On the representation of any of the parties the Secretary of State may give to the parties a direction stating that sub-paragraph (4) is to apply to such of the relevant land as the direction specifies.

(4) While the direction remains in force—

(a) no party may dispose of an interest in any of the specified land unless the Secretary of State consents;

(b) if a party proposes to dispose of such an interest and the Secretary of State thinks it necessary or expedient to exercise any of the powers set out in sub-paragraph (5) for the protection of any other party, the Secretary of State may exercise any of those powers.

(5) The powers are—

(a) power to consent to the proposed disposal subject to compliance with such conditions as the Secretary of State may see fit to impose;

(b) power to require a party to dispose of an interest in any of the specified land to such person and in such manner as may be specified in the requirement;

(6) In sub-paragraph (5)(b) and (c) references to an interest include (but are not limited to) references to the interest whose disposal is proposed.

(7) A person who is not a party and who is dealing with a party (or with a person claiming under a party) in relation to land is not to be concerned to see or enquire—

(a) whether this paragraph applies (or has applied) in relation to any of the land;

(b) whether a direction under this paragraph has been given in relation to any of the land;

(c) whether this paragraph or any condition imposed or requirement made under it has been complied with in connection with the dealing or any other dealing concerning any of the land.

(8) No transaction between a person who is not a party (on the one hand) and a party or a person claiming under a party (on the other) is to be invalid by reason of any failure to comply with this paragraph or any condition imposed or requirement made under it.

Construction of agreements etc

16

(1) This paragraph applies if—

(a) a transfer scheme provides for the transfer of property, rights or liabilities from a transferor to a transferee, and

(b) immediately before the coming into force of the scheme the transferor was entitled or subject to the property, rights or liabilities under an agreement to which he was then a party.

(2) This paragraph applies—

(a) whether or not the agreement is in writing;

(b) whether or not the transferor could assign the property, rights or liabilities.

(3) So far as the agreement relates to the property, rights or liabilities transferred to the transferee, as respects anything falling to be done after the coming into force of the scheme the agreement is to have effect as if—

(a) the transferee had been a party to it instead of the transferor;

(b) a reference to the transferor were a reference to the transferee;

(c) a reference to a person employed by (or engaged in the business of) the transferor and holding a specified office or serving in a specified capacity were a reference to such a person as the transferee may appoint or, in default of appointment, to a person with corresponding functions who is employed by (or engaged in the business of) the transferee;

(d) a reference in general terms to persons employed by, persons engaged in the business of, or agents of, the transferor were a reference to persons employed by, persons engaged in the business of, or agents of, the transferee.

(4) A reference mentioned in sub-paragraph (3)(b) or (c) may be express or implied; and if express it is immaterial how it is worded.

(5) It is immaterial how a reference mentioned in sub-paragraph (3)(d) is worded.

17

(1) This paragraph applies if—

(a) a transfer scheme provides for the transfer of property, rights or liabilities from a transferor to a transferee, and

(b) immediately before the coming into force of the scheme any provision of an agreement to which the transferor was not a party, any statutory provision or any provisions of a document (other than an agreement) related to the property, rights or liabilities transferred to the transferee.

(2) This paragraph applies—

(a) whether or not the agreement mentioned in sub-paragraph (1)(b) is in writing;

(b) whether or not the transferor could assign the property, rights or liabilities.

(3) So far as the agreement, provision or document relates to the property, rights or liabilities transferred to the transferee, as respects anything falling to be done after the coming into force of the scheme the agreement, provision or document is to have effect as if—

(a) a reference to the transferor were a reference to the transferee;

(b) a reference to a person employed by (or engaged in the business of) the transferor and holding a specified office or serving in a specified capacity were a reference to such a person as the transferee may appoint or, in default of appointment, to a person with corresponding functions who is employed by (or engaged in the business of) the transferee;

(c) a reference in general terms to persons employed by, persons engaged in the business of, or agents of, the transferor were a reference to persons employed by, persons engaged in the business of, or agents of, the transferee.

(4) A reference mentioned in sub-paragraph (3)(a) or (b) may be express or implied; and if express it is immaterial how it is worded.

(5) It is immaterial how a reference mentioned in sub-paragraph (3)(c) is worded.

(6) A reference mentioned in sub-paragraph (3) to the transferor may be a general reference to a class of persons of which the transferor is one (without the transferor being named).

(7) For the purposes of this paragraph a statutory provision is a provision contained in an Act or in a document made or issued under an Act; and here “Act” includes a private or local Act.

Proceedings etc

18

(1) This paragraph applies if a transfer scheme provides for a transfer from a transferor to a transferee.

(2) From the coming into force of the scheme the transferee is to have the same rights, powers and remedies for ascertaining, perfecting or enforcing a right or liability transferred to him under the scheme as he would have had if the right or liability had at all times been a right or liability of his.

(3) From the coming into force of the scheme any person (other than the transferee) is to have the same rights, powers and remedies for ascertaining, perfecting or enforcing a right or liability transferred to the transferee under the scheme as he would have had if the right or liability had at all times been a right or liability of the transferee.

(4) The rights and powers which the transferee or any other person is to have include—

(a) rights and powers as to the taking or resisting of legal proceedings;

(b) rights and powers as to the making or resisting of applications to an authority.

(5) Sub-paragraph (6) applies if on the coming into force of the scheme legal proceedings or applications to an authority by or against the transferor are pending.

(6) The proceedings or applications must be continued by or against the transferee (to the transferor’s exclusion) in so far as they relate—

(a) to any property, rights or liabilities transferred to the transferee under the scheme, or

(b) to any agreement or enactment relating to any such property, rights or liabilities.

Third parties

19

(1) This paragraph applies if—

(a) an agreement is made by the parties under paragraph 5 or 9 or treated as made under paragraph 6 or 10, or

(b) an instrument is executed by the parties under paragraph 9.

(2) The agreement or instrument is to bind all other persons even if it would (apart from this sub-paragraph) have required the consent or concurrence of any other person.

(3) If as a result of the agreement or instrument the rights or liabilities of a person who is not a party become enforceable as to part against or by one party and as to part against or by another party—

(a) the parties must notify that person of the agreement or instrument;

(b) that person may within the period of 28 days (starting with the day he is notified) apply to the Secretary of State to give a direction to vary the agreement or instrument.

(4) If the Secretary of State is satisfied that the agreement or instrument operated unfairly against that person, the Secretary of State may give a direction to the parties requiring them to vary the agreement or instrument in a way specified in the direction.

20

(1) For the purposes of this paragraph—

(a) a party is a person who is a transferor or a transferee under the transfer scheme or schemes referred to in this paragraph;

(b) a third party is a person who is not a transferor or a transferee under the transfer scheme or schemes referred to in this paragraph.

(2) This paragraph applies if—

(a) a transfer scheme is made or transfer schemes are made,

(b) rights or liabilities of a third party are (apart from the scheme or schemes) enforceable against or by a transferor,

(c) in consequence of the scheme or schemes or of anything done under this Schedule the third party’s rights or liabilities become enforceable as to different parts against or by different parties, and

(d) the value of any property or interest of the third party is diminished as a result.

(3) Just compensation must be paid to the third party by one or more of these persons—

(a) the parties against or by whom the third party’s rights or liabilities become enforceable;

(b) the transferor concerned (if he does not fall within paragraph (a)).

(4) If it appears to the transferor that a person is or may be entitled to compensation the transferor must—

(a) notify the person that he is or may be entitled, and

(b) invite him to make representations to the transferor within the period of 14 days starting with the date the notification is made.

(5) But if the transferor does not know the person’s name and address he must instead publish (in a manner he thinks is appropriate) a notice which—

(a) contains information about the property or interest affected, and

(b) invites any person who thinks he is or may be entitled to compensation to make representations to the transferor within the period specified in the notice (which must not be less than 28 days starting with the date of publication of the notice).

(6) A dispute about whether (or how much) compensation is payable under this paragraph, or about who must pay or be paid it, must be referred to and determined by—

(a) an arbitrator appointed by the President of the Royal Institution of Chartered Surveyors (if the proceedings are to be held in England and Wales),

(b) an arbiter appointed by the Chairman of the Royal Institution of Chartered Surveyors in Scotland (if the proceedings are to be held in Scotland), or

(c) an arbitrator appointed by the Chairman of the Royal Institution of Chartered Surveyors in Northern Ireland (if the proceedings are to be held in Northern Ireland).

21

(1) For the purposes of this paragraph—

(a) a third party is a person who is not a transferor or a transferee under the transfer scheme or schemes referred to in this paragraph;

(b) a transferred item is any property, right, liability, undertaking or part of an undertaking which is the subject of a transfer (or transfers) under the transfer scheme or schemes referred to in this paragraph.

(2) This paragraph applies if a transfer scheme is made (or transfer schemes are made) and there are court proceedings the parties to which are (or include) a third party and either—

(a) the transferor of a transferred item, or

(b) any transferee or transferees of the item.

(3) The third party may apply to the court at any stage in the proceedings on any of these grounds—

(a) that the issues in the proceedings depend on the identification, with regard to the transferred item, of what has been transferred to whom and what (if anything) has been retained and that the identification has not yet been made;

(b) that the issues in the proceedings raise a question of construction on the provisions of this Chapter which would not arise if the transferor of the transferred item and the transferee (or transferees) of it constituted a single person.

(4) If it appears to the court that such a ground is established it may hear and determine the proceedings on the first and second bases set out below.

(5) If the transferor of the transferred item is a party to the proceedings, the first basis is that the transferor represents and is answerable for the transferee (or transferees) of the item.

(6) If there is one transferee of the transferred item and he is a party to the proceedings, the first basis is that the transferee represents and is answerable for the transferor of the item.

(7) If there are two or more transferees of the transferred item and they are parties to the proceedings, the first basis is that the transferees represent and are answerable for the transferor of the item.

(8) If there are two or more transferees of the transferred item and one or more of them (but not both or all of them) are parties to the proceedings, the first basis is that—

(a) the transferee who is a party represents and is answerable for the transferor of the item and for the transferee of it who is not (or the transferees of it who are not) parties, or

(b) the transferees who are parties represent and are answerable for the transferor of the item and for the transferee of it who is not (or the transferees of it who are not) parties.

(9) The second basis is that the transferor of the transferred item and the transferee (or transferees) of it constitute a single person.

(10) If the court determines the proceedings on the first and second bases any judgment or order of the court is to bind both the transferor and the transferee (or transferees) of the transferred item.

22

(1) For the purposes of this paragraph a relevant person is a person who satisfies these conditions—

(a) he is a transferor or transferee under a transfer scheme or transfer schemes, and

(b) he might be prejudiced by paragraph 21 if there were court proceedings in which the scheme or schemes were an issue.

(2) A relevant person must keep each other relevant person informed of any court proceedings in which the scheme or schemes may become an issue.

23

(1) This paragraph applies if a person falling within sub-paragraph (3) (the claimant) claims that—

(a) he has been prejudiced by paragraph 21,

(b) another person or other persons falling within sub-paragraph (3) ought to indemnify him, and

(2) The claimant may refer the matter to the Secretary of State for determination by him; and a determination must be complied with.

(3) A person falls within this sub-paragraph if he is a transferor or a transferee under the scheme or schemes concerned.

General

24

Paragraphs 11 to 18 and 20 apply whether or not property, rights or liabilities are (or are to be) transferred under the scheme or schemes as a constituent of an undertaking (or part of one).

25

(1) Paragraphs 12 to 18 and 20 to 24 have effect as if references to a transfer scheme or schemes included references to—

(a) an agreement or agreements under paragraph 9 or 11;

(b) an instrument or instruments under paragraph 9;

(2) Where paragraph 14 has effect in relation to an agreement under paragraph 11 by virtue of sub-paragraph (1), sub-paragraph (2)(b) of paragraph 14 shall be disregarded.

(3) Paragraph 19 has effect in relation to an agreement under paragraph 11 as it has effect in relation to an agreement made under paragraph 5 or 9.

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