Railways Act 1993 (c. 43)

(The document as of February, 2008)

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(b) to the Director of Passenger Rail Franchising; and

(c) except where the company is an unregistered company which is not subject to a requirement imposed under or by virtue of section 691(1) or 718 of the [1985 c. 6.] Companies Act 1985 to deliver any documents to the registrar of companies, to the registrar of companies;

and if, without reasonable excuse, the special railway administrator fails to comply with this subsection, he is liable to a fine and, for continued contravention, to a daily default fine. "

Particular powers of special railway administrator

11 In the application of Schedule 1 to the 1986 Act (which sets out certain powers of the administrator) by virtue of section 14 of that Act, as applied by this Part of this Schedule in relation to a company which is an unregistered company, paragraph 22 shall be omitted.

Part II Further modifications of the 1986 Act: application in relation to foreign companies

Introductory

12 (1) Where a railway administration order has been made in relation to a company which is a foreign company, sections 11 to 23 and 27 of the 1986 Act (as applied by Part I of this Schedule) shall apply in relation to that foreign company with the further modifications set out in the following provisions of this Part of this Schedule.

(2) In this Part of this Schedule, "foreign company" means a company incorporated outside Great Britain.

Effect of order

13 (1) Section 11 of the 1986 Act (effect of administration order), as applied by this Part of this Schedule in relation to a foreign company, shall have effect as follows.

(2) In subsection (1), paragraph (b) shall be omitted.

(3) Subsection (2) shall be omitted.

(4) In subsection (3)--

(a) paragraphs (a) and (b) shall be omitted; and

(b) in paragraph (d)--

(i) the reference to the commencement or continuation of proceedings shall be taken as a reference to the commencement or continuation of proceedings in Great Britain; and

(ii) the reference to the levying of distress against the company shall be taken as a reference to the levying of distress against the foreign company to the extent of its property in England and Wales;

and any reference to property or goods shall be taken as a reference to property or (as the case may be) goods for the time being situated within Great Britain.

(5) Subsections (4) and (5) shall be omitted.

(6) At the end of that section there shall be added--

" (6) Where a railway administration order is in force in relation to a company which is a foreign company within the meaning of section 65 of the Railways Act 1993--

(a) any person appointed to perform functions equivalent to those of an administrative receiver, and

(b) if the special railway administrator so requires, any person appointed to perform functions equivalent to those of a receiver,

shall refrain from performing those functions in Great Britain in relation to the foreign company and any of the company's property for the time being situated in Great Britain, during the period for which that order is in force or, in the case of such a person as is mentioned in paragraph (b) above, during so much of that period as falls after the date on which he is required to do so. "

Notification of order

14 In section 12 of the 1986 Act (notification of order), as applied by this Part of this Schedule in relation to a foreign company, the reference to a statement that the affairs, business and property of the company are being managed by the administrator shall be taken as a reference to a statement that--

(a) the affairs and business of the foreign company so far as carried on in Great Britain, and

(b) the property of the foreign company so far as that property is for the time being situated within Great Britain,

are being managed by the special railway administrator.

General powers of special railway administrator

15 (1) Section 14 of the 1986 Act (general powers of administrator), as applied by this Part of this Schedule in relation to a foreign company, shall have effect as follows.

(2) In subsection (1)(a), the reference to the affairs, business and property of the company shall be taken as a reference to--

(a) the affairs and business of the foreign company so far as carried on in Great Britain, and

(b) the property of that company so far as that property is for the time being situated within Great Britain.

(3) Subsection (2)(a) shall be omitted.

(4) In subsection (4)--

(a) the reference to any power conferred on the company or its officers shall be taken to include any power conferred on the foreign company or its officers under the law under which the foreign company is incorporated; and

(b) any reference (however expressed) to the exercise of any power conferred on the company or its officers shall be taken as a reference to the exercise of that power so far as it relates to--

(i) the affairs and business of the foreign company so far as carried on in Great Britain, or

(ii) the property of that company so far as that property is for the time being situated within Great Britain.

Power to deal with charged property

16 In section 15 of the 1986 Act (power of administrator to deal with charged property etc), as applied by this Part of this Schedule in relation to a foreign company, any reference to property or goods shall be taken as a reference to property or (as the case may be) goods for the time being situated within Great Britain.

Duties of special railway administrator

17 In section 17 of the 1986 Act (general duties of administrator), as applied by this Part of this Schedule in relation to a foreign company,--

(a) in subsection (1), the reference to property shall be taken as a reference to property for the time being situated within Great Britain; and

(b) in subsection (2), the reference to the affairs, business and property of the company shall be taken as a reference to--

(i) the affairs and business of the foreign company so far as carried on in Great Britain, and

(ii) the property of that company so far as that property is for the time being situated within Great Britain.

Statement as to company's affairs

18 In section 22(1) of the 1986 Act (power of administrator to require certain persons to provide him with a statement as to company's affairs), as applied by this Part of this Schedule in relation to a foreign company, the reference to the affairs of the company shall be taken as a reference to the affairs of the foreign company so far as they are carried on in Great Britain, or relate to property of that company for the time being situated within Great Britain.

Particular powers of special railway administrator

19 (1) The powers conferred on a special railway administrator by virtue of Schedule 1 to the 1986 Act (which sets out certain powers of an administrator), as that Schedule applies by virtue of section 14 of that Act, as applied by this Part of this Schedule in relation to a foreign company, shall be exercisable only in relation to--

(a) the affairs and business of that company, so far as carried on in Great Britain; and

(b) the property of that company, so far as that property is for the time being situated within Great Britain.

(2) In that Schedule, as it so applies,--

(a) without prejudice to sub-paragraph (1) above, references to the property of that company shall be taken as references to that property, so far as that property is for the time being situated within Great Britain; and

(b) paragraph 19 shall be omitted.

Part III Supplemental

General adaptations and saving

20 (1) Subject to the preceding provisions of this Schedule, references in the 1986 Act (except in sections 8 to 10 and 24 to 26), or in any other enactment passed before this Act, to an administration order under Part II of that Act, to an application for such an order and to an administrator shall include references, respectively, to a railway administration order, to an application for a railway administration order and to a special railway administrator.

(2) Subject as aforesaid and to sub-paragraph (3) below, references in the 1986 Act, or in any other enactment passed before this Act, to an enactment contained in Part II of that Act shall include references to that enactment as applied by section 60, 61, 62 or 65 of this Act or Part I or II of this Schedule.

(3) Sub-paragraphs (1) and (2) above shall apply 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.

(4) The provisions of this Schedule shall be without prejudice to the power conferred by section 411 of the 1986 Act (company insolvency rules), as modified by sub-paragraphs (1) and (2) above.

Interpretation

21 (1) In this Schedule "the 1986 Act" means the [1986 c. 45.] Insolvency Act 1986.

(2) In this Schedule, and in any modification of the 1986 Act made by this Schedule, "special railway administrator", in relation to a railway administration order, means any person appointed in relation to that order for the purposes of section 59(1) of this Act; and in any such modification "railway administration order" has the same meaning as in this Act.

Section 59.

SCHEDULE 7 Transfer of relevant activities in connection with railway administration orders

Application of Schedule

1 (1) This Schedule shall apply in any case where--

(a) the court has made a railway administration order in relation to a protected railway company ("the existing appointee"); and

(b) it is proposed that, on and after a date appointed by the court, another company ("the new appointee") should carry on the relevant activities of the existing appointee, in place of the existing appointee.

(2) In this Schedule--

"the court", in the case of any protected railway company, means the court having jurisdiction to wind up the company;
"other appointee" means any company, other than the existing appointee or the new appointee, which is the holder of a licence under section 8 of this Act and which may be affected by the proposal mentioned in sub-paragraph (1)(b) above;
"the relevant date" means such day, being a day before the discharge of the railway administration order takes effect, as the court may appoint for the purposes of this Schedule; and
"special railway administrator", in relation to a company in relation to which a railway administration order has been made, means the person for the time being holding office for the purposes of section 59(1) of this Act.

(3) Any reference in this Schedule to "assignment" shall be construed in Scotland as a reference to assignation.

Making and modification of transfer schemes

2 (1) The existing appointee, acting with the consent of the new appointee and, in relation to the matters affecting them, of any other appointees, may make a scheme under this Schedule for the transfer of property, rights and liabilities from the existing appointee to the new appointee.

(2) A scheme under this Schedule shall not take effect unless it is approved by the Secretary of State or, in a case where the existing appointee is a protected railway company by virtue of section 59(6)(a)(i) of this Act, by the Franchising Director.

(3) Where a scheme under this Schedule is submitted to the Secretary of State or the Franchising Director, for his approval, he may, with the consent of the new appointee, of the existing appointee and, in relation to the matters affecting them, of any other appointees, modify the scheme before approving it.

(4) If at any time after a scheme under this Schedule has come into force in relation to the property, rights and liabilities of any company the Secretary of State considers it appropriate to do so and the existing appointee, the new appointee and, in relation to the provisions of the order which affect them, any other appointees consent to the making of the order, the Secretary of State may by order provide that that scheme shall for all purposes be deemed to have come into force with such modifications as may be specified in the order.

(5) An order under sub-paragraph (4) above 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, in connection with giving effect to that provision from that time, may contain such supplemental, consequential and transitional provision as the Secretary of State considers appropriate.

(6) In determining, in accordance with his duties under Part I of this Act, whether and in what manner to exercise any power conferred on him by this paragraph the Secretary of State or the Franchising Director, shall have regard to the need to ensure that any provision for the transfer of property, rights and liabilities in accordance with a scheme under this Schedule allocates property, rights and liabilities to the different companies affected by the scheme in such proportions as appear to him to be appropriate in the context of the different relevant activities of the existing appointee which will, by virtue of this Act, be carried out at different times on and after the relevant date by the new appointee, by the existing appointee and by any other appointees.

(7) It shall be the duty of the new appointee, of the existing appointee and of any other appointees to provide the Secretary of State or, in a case where the existing appointee is a protected railway company by virtue of section 59(6)(a)(i) of this Act, the Franchising Director with all such information and other assistance as he may reasonably require for the purposes of, or in connection with, the exercise of any power conferred on him by this paragraph.

(8) Without prejudice to the other provisions of this Act relating to the special railway administrator of a company, anything which is required by this paragraph to be done by a company shall, where that company is a company in relation to which a railway administration order is in force, be effective only if it is done on the company's behalf by its special railway administrator.

Transfers by scheme

3 (1) A scheme under this Schedule for the transfer of the existing appointee's property, rights and liabilities shall come into force on the relevant date and, on coming into force, shall have effect, in accordance with its provisions and without further assurance, so as to transfer the property, rights and liabilities to which the scheme relates to the new appointee.

(2) For the purpose of making any division of property, rights or liabilities which it is considered appropriate to make in connection with the transfer of property, rights and liabilities in accordance with a scheme under this Schedule, the provisions of that scheme may--

(a) create for the existing appointee, the new appointee or any other appointees 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; and

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

(3) The property, rights and liabilities of the existing appointee that shall be capable of being transferred in accordance with a scheme under this Schedule shall include--

(a) property, rights and liabilities that would not otherwise be capable of being transferred or assigned by the existing appointee;

(b) such property, rights and liabilities to which the existing appointee may become entitled or subject after the making of the scheme and before the relevant date as may be described in the scheme;

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

(4) The provision that may be made by virtue of sub-paragraph (2)(b) above includes--

(a) provision for treating any person who is entitled by virtue of a scheme under this Schedule to possession of a document 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 thereof;

(b) provision applying section 64 of the [1925 c. 20.] Law of Property Act 1925 (production and safe custody of documents) in relation to any case in relation to which provision falling within paragraph (a) above has effect; and

(c) provision that where a scheme under this Schedule transfers any interest in land or other property situated in Scotland, subsections (1) and (2) of section 16 of the [1979 c. 33.] Land Registration (Scotland) Act 1979 (omission of certain clauses in deeds) shall 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.

(5) For the avoidance of doubt, it is hereby declared that the transfers authorised by paragraph (a) of sub-paragraph (3) above include transfers which, by virtue of that paragraph, are to take effect as if there were no such contravention, liability or interference with any interest or right as there would be, in the case of a transfer or assignment otherwise than in accordance with a scheme under this Schedule, by reason of any provision having effect (whether under any enactment or agreement or otherwise) in relation to the terms on which the existing appointee is entitled or subject to the property, right or liability in question.

Transfer of licences

4 (1) A scheme under this Schedule may provide for a licence held by the existing appointee to have effect as if it had been granted to the new appointee.

(2) Different schemes under this Schedule may provide for a licence held by the same existing appointee to have effect as if it had been granted as a separate licence to each of the new appointees under those schemes.

Supplemental provisions of schemes

5 (1) A scheme under this Schedule may contain supplemental, consequential and transitional provision for the purposes of, or in connection with, the provision for the transfers or any other provision made by the scheme.

(2) Without prejudice to the generality of sub-paragraph (1) above, a scheme under this Schedule 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 appointee is to be treated as the same person in law as the existing appointee;

(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 appointee are to be treated as made, effected or done by or in relation to the new appointee;

(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 deed, bond, instrument or other document to, or to any officer of, the existing appointee are to have effect with such modifications as are specified in the scheme;

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

(e) that the effect of any transfer under the scheme in relation to contracts of employment with the existing appointee is not to be to terminate any of those contracts but is to be that periods of employment with the existing appointee are to count for all purposes as periods of employment with the new appointee;

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

(g) that determinations on such arbitrations and certificates given jointly by two or more such appointees as are mentioned in paragraph (f) above as to the effect of the scheme as between the companies giving the certificates are to be conclusive for all purposes.

Duties of existing appointee after the scheme comes into force

6 (1) A scheme under this Schedule may provide for the imposition of duties on the existing appointee and on the new appointee to take all such steps as may be requisite to secure that the vesting in the new appointee, by virtue of the scheme, of any foreign property, right or liability is effective under the relevant foreign law.

(2) The provisions of a scheme under this Schedule may require the existing appointee to comply with any directions of the new appointee in performing any duty imposed on the existing appointee by virtue of a provision included in the scheme under sub-paragraph (1) above.

(3) A scheme under this Schedule may provide that, until the vesting of any foreign property, right or liability of the existing appointee in the new appointee is effective under the relevant foreign law, it shall be the duty of the existing appointee to hold that property or right for the benefit of, or to discharge that liability on behalf of, the new appointee.

(4) Nothing in any provision included by virtue of this paragraph in a scheme under this Schedule shall be taken as prejudicing the effect under the law of any part of the United Kingdom of the vesting by virtue of the scheme in the new appointee of any foreign property, right or liability.

(5) A scheme under this Schedule may provide that, in specified cases, foreign property, rights or liabilities that are acquired or incurred by an existing appointee after the scheme comes into force are immediately to become property, rights or liabilities of the new appointee; and such a scheme may make the same provision in relation to any such property, rights or liabilities as can be made, by virtue of the preceding provisions of this paragraph, in relation to foreign property, rights and liabilities vested in the existing appointee when the scheme comes into force.

(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 appointee in consequence of any provision included by virtue of this paragraph in a scheme under this Schedule shall be met by the new appointee.

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

Functions under private and local legislation etc.

7 (1) A scheme under this Schedule may provide that any functions of the existing appointee under a statutory provision--

(a) shall be transferred to the new appointee or any of the other appointees;

(b) shall be concurrently exercisable by two or more companies falling within paragraph (a) above; or

(c) shall be concurrently exercisable by the existing appointee and one or more companies falling within paragraph (a) above;

and different schemes under this Schedule may provide for any such functions of the same existing appointee to have effect as mentioned in paragraphs (a) to (c) above in relation to each of the new appointees under those schemes or of all or any of the other appointees.

(2) Sub-paragraph (1) above applies in relation to any function under a statutory provision if and to the extent that the statutory provision--

(a) relates to any part of the existing appointee's undertaking, or to any property, which is to be transferred by the scheme; or

(b) authorises the carrying out of works designed to be used in connection with any such part of the existing appointee's undertaking or the acquisition of land for the purpose of carrying out any such works.

(3) Sub-paragraph (1) above does not apply to any function of the Board or of any of the Board's subsidiaries under any provision of this Act or of--

(a) the [1962 c. 46.] Transport Act 1962;

(b) the [1968 c. 73.] Transport Act 1968;

(d) sections 119 to 124 of the [1985 c. 67.] Transport Act 1985.

(4) A scheme under this Schedule may define any functions of the existing appointee to be transferred or made concurrently exercisable by the scheme in accordance with sub-paragraph (1) above--

(a) by specifying the statutory provisions in question;

(b) by referring to all the statutory provisions (except those specified in sub-paragraph (3) above) which--

(i) relate to any part of the existing appointee's undertaking, or to any property, which is to be transferred by the scheme, or

(ii) authorise the carrying out of works designed to be used in connection with any such part of the existing appointee's undertaking or the acquisition of land for the purpose of carrying out any such works; or

(5) In this paragraph "statutory provision" means a provision whether of a general or of a special nature contained in, or in any document made or issued under, any Act, whether of a general or a special nature.

Section 97.

SCHEDULE 8 Transfers by transfer scheme

Allocation of property, rights and liabilities

1 (1) The provisions of this paragraph and paragraph 2 below shall have effect where a transfer to which this Schedule applies is a transfer of all (or of all but so much as may be excepted) of the property, rights and liabilities comprised in a specified part of the transferor's undertaking, but shall not apply to any such rights or liabilities under a contract of employment.

(2) Any property, right or liability comprised partly in the part of the transferor's undertaking which is transferred to the transferee and partly in the part of that undertaking which is retained by the transferor shall, where the nature of the property, right or liability permits, be divided or apportioned between the transferor and the transferee in such proportions as may be appropriate; and, where any estate or interest in land falls to be so divided--

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

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

shall be correspondingly apportioned or divided so that the one part is payable in respect of, or charged on, only one part of the estate or interest and the other part is payable in respect of, or charged on, only the other part of the estate or interest.

(3) Sub-paragraph (2) above shall apply, 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 rents charged on an estate or interest in land.

(4) Any property, right or liability comprised as mentioned in sub-paragraph (2) above the nature of which does not permit its division or apportionment as so mentioned shall be transferred to the transferee or retained by the transferor according to--

(a) in the case of an estate or interest in land, whether on the transfer date the transferor or the transferee appears to be in greater need of the security afforded by that estate or interest or, where neither appears to be in greater need of that security, whether on that date the transferor or the transferee appears likely to make use of the land to the greater extent,

(b) in the case of any other property or any right or liability, whether on the transfer date the transferor or the transferee appears likely to make use of the property, or as the case may be to be affected by the right or liability, to the greater extent,

subject (in either case) to such arrangements for the protection of the other of them as may be agreed between them.

2 (1) It shall be the duty of the transferor and the transferee, whether before or after the transfer date, so far as practicable to arrive at such written agreements and to execute such other instruments as are necessary or expedient to identify or define the property, rights and liabilities transferred to the transferee or retained by the transferor and as will--

(a) afford to the transferor and the transferee as against one another such rights and safeguards as they may require for the proper discharge of their respective functions; and

(b) make as from such date, not being earlier than the transfer date, as may be specified in the agreement or instrument such clarification and modifications of the division of the transferor's undertaking as will best serve the proper discharge of the respective functions of the transferor and the transferee.

(2) Any such agreement shall provide so far as it is expedient--

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

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

(3) If the transferor or the transferee represents to the Secretary of State, or if it appears to the Secretary of State without such a representation, that it is unlikely in the case of any matter on which agreement is required under sub-paragraph (1) above that such agreement will be reached, the Secretary of State may, whether before or after the transfer date, give a direction determining that matter and may include in the direction any provision which might have been included in an agreement under sub-paragraph (1) above; and any property, rights or liabilities required by the direction to be transferred to the transferee shall accordingly be regarded as having been transferred to, and vested in, the transferee by virtue of the scheme.

Variation of transfers by agreement

3 (1) The provisions of this paragraph shall have effect where a transfer to which this Schedule applies is a transfer by virtue of a transfer scheme made otherwise than under section 86 of this Act.

(2) At any time before the end of the period of twelve months beginning with the transfer date, the transferor and the transferee of the specified part may, with the approval of the Secretary of State, agree in writing that--

(a) as from such date as may be specified in or determined under the agreement, and

(b) in such circumstances (if any) as may be so specified,

there shall be transferred from the transferee to, and vested in, the transferor any property, rights and liabilities specified in the agreement; but no such agreement shall have effect in relation to rights and liabilities under a contract of employment unless the employee concerned is a party to the agreement.

(3) Subject to sub-paragraphs (4) and (5) below, in the case of an agreement under sub-paragraph (2) above, the property, rights and liabilities in question shall be transferred and vest in accordance with the agreement.

(4) Any transfer effected in pursuance of an agreement under sub-paragraph (2) above shall have effect subject to the provisions of any enactment which provides for such transactions to be registered in any statutory register.

(5) The following provisions of this Schedule shall have effect as if--

(a) any reference to a transfer to which this Schedule applies included a reference to a transfer effected in pursuance of an agreement under sub-paragraph (2) above;

(b) any reference to a transaction effected in pursuance of paragraph 2(1) above or of a direction under paragraph 2(3) above included a reference to such an agreement; and

(c) any reference to a vesting by virtue of a transfer scheme included a reference to a vesting by virtue of such an agreement.

Right to production of documents of title

4 (1) This paragraph applies where, on any transfer to which this Schedule applies, the 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 the transferee.

(2) Where the land or other property is situated in England and Wales--

(a) the transferor shall be deemed to have given to the transferee an acknowledgement in writing of the right of the transferee to production of that document and to delivery of copies of it; and

(b) section 64 of the [1925 c. 20.] Law of Property Act 1925 shall have effect accordingly, and on the basis that the acknowledgement did not contain any such expression of contrary intention as is mentioned in that section.

(3) Where the land or other property is situated in Scotland, subsections (1) and (2) of section 16 of the [1979 c. 33.] Land Registration (Scotland) Act 1979 (omission of certain clauses in deeds) shall 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) Where the land or other property is situated in Northern Ireland--

(a) the transferor shall be deemed to have given to the transferee an acknowledgement in writing of the right of the transferee to production of that document and to delivery of copies of it; and

(b) section 9 of the [1881 c. 41.] Conveyancing Act 1881 (which corresponds to section 64 of the [1925 c. 20.] Law of Property Act 1925) shall have effect accordingly, and on the basis that the acknowledgement did not contain any such expression of contrary intention as is mentioned in that section.

Perfection of vesting of foreign property, rights and liabilities

5 (1) This paragraph applies in any case where a transfer scheme provides for the transfer of any foreign property, rights or liabilities.

(2) It shall be the duty of the transferor and the transferee to take, as and when the transferee considers appropriate, all such steps as may be requisite to secure that the vesting in the transferee by virtue of the transfer scheme of any foreign property, right or liability is effective under the relevant foreign law.

(3) Until the vesting in the transferee by virtue of the transfer scheme of any foreign property, right or liability is effective under the relevant foreign law, it shall be the duty of the transferor to hold that property or right for the benefit of, or to discharge that liability on behalf of, the transferee.

(4) Nothing in sub-paragraphs (2) and (3) above shall be taken as prejudicing the effect under the law of the United Kingdom or of any part of the United Kingdom of the vesting in the transferee by virtue of a transfer scheme of any foreign property, right or liability.

(5) The transferor shall have all such powers as may be requisite for the performance of his duty under this paragraph, but it shall be the duty of the transferee to act on behalf of the transferor (so far as possible) in performing the duty imposed on the transferor by this paragraph.

(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 been 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) Duties imposed on the transferor or the transferee by this paragraph shall be enforceable in the same way as if the duties were imposed by a contract between the transferor and the transferee.

(8) Any expenses incurred by the transferor under this paragraph shall be met by the transferee.

Proof of title by certificate

6 (1) In the case of any transfer to which this Schedule applies, a joint certificate by or on behalf of the transferor and the transferee that--

(a) any property specified in the certificate, or

(b) any such interest in or right over any such property as may be so specified, or

is property, or (as the case may be) an interest, right or liability which was intended to be, and was vested by virtue of the scheme in such one of them as may be so specified (and, if it is the transferee who is so specified, that the property, interest, right or liability has not been transferred back to the transferor by virtue of an agreement under paragraph 3(2) above) shall be conclusive evidence for all purposes of that fact.

(2) If on the expiration of one month after a request from either the transferor or the transferee for the preparation of such a joint certificate as respects any property, interest, right or liability they have failed to agree on the terms of the certificate, they shall refer the matter to the Secretary of State and issue the certificate in such terms as he may direct.

(3) This paragraph is without prejudice to paragraph 14(6) and (7) below.

Restrictions on dealing with certain land

7 (1) If the Secretary of State is satisfied on the representation of the transferor or the transferee--

(a) that, in consequence of a transfer to which this Schedule applies, different interests in land, whether the same or different land, are held by the transferor and by the transferee, and

(b) that the circumstances are such that this paragraph should have effect,

the Secretary of State may direct that this paragraph shall apply to such of that land as may be specified in the direction.

(2) While the direction mentioned in sub-paragraph (1) above remains in force--

(a) neither the transferor nor the transferee shall dispose of any interest to which they may respectively be entitled in any of the specified land, except with the consent of the Secretary of State;

(b) if, in connection with any proposal to dispose of any interest of either the transferor or the transferee in any of the specified land, it appears to the Secretary of State to be necessary or expedient for the protection of either of them, he may--

(i) require either the transferor or the transferee to dispose of any interest to which he may be entitled in any of the specified land to such person and in such manner as may be specified in the requirement;

(ii) require either the transferor or the transferee to acquire from the other any interest in any of the specified land to which that other is entitled; or

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

(3) A person other than the transferor and the transferee dealing with, or with a person claiming under, either the transferor or the transferee shall not be concerned--

(a) to see or enquire whether this paragraph applies, or has applied, in relation to any land to which the dealing relates; or

(b) as to whether the provisions of this paragraph have been complied with in connection with that, or any other, dealing with that land;

and no transaction between a person other than the transferor or the transferee on the one hand, and the transferor, the transferee or a person claiming under either of them on the other, shall be invalid by reason of any failure to comply with those provisions.

Construction of agreements, statutory provisions and documents

8 (1) This paragraph applies where, in the case of any transfer to which this Schedule applies, any rights or liabilities transferred are rights or liabilities under an agreement to which the transferor was a party immediately before the transfer date, whether in writing or not, and whether or not of such nature that rights and liabilities under the agreement could be assigned by the transferor.

(2) So far as relating to property, rights or liabilities transferred to the transferee, the agreement shall have effect on and after the transfer date as if--

(a) the transferee had been the party to it;

(b) for any reference (whether express or implied and, if express, however worded) to the transferor there were substituted, as respects anything falling to be done on or after the transfer date, a reference to the transferee;

(c) any reference (whether express or implied and, if express, however worded) 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, as respects anything falling to be done on or after the transfer date, a reference to such a person as the transferee may appoint or, in default of appointment, to a person employed by, or engaged in the business of, the transferee who corresponds as nearly as may be to the first-mentioned person;

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