BSOG 2.8 Timetable

Stage 1

Informal consultations with the Prudential Regulator's2 supervisory staff on both substance and timing of the proposed merger.

Stage 2

Submission to the Prudential Regulator2 of:

(a)

prudential information: this should be available to the Prudential Regulator2 for discussion with the society well before the Schedule 16 Statement is submitted for approval;

(b)

written details of the proposed terms of the merger: it will be helpful for both the societies and the Prudential Regulator2 to be clear about these matters as soon as possible after Stage 1 and well before Stage 3 is reached.

Submission to the FCA and the Prudential Regulator2, in the case of an amalgamation, of preliminary draft Rules and Memorandum, noting any unresolved issues.

Stage 3

Submission to the Prudential Regulator2 and, in respect of (b) below, to the FCA,2 in draft, of the following:

(a)

the Instrument of Transfer or amalgamation agreement embodying the merger terms provisionally agreed by the respective boards of directors;

(b)

in the case of an amalgamation, the proposed Rules and Memorandum of the successor society;

(c)

the Merger Document, including the Schedule 16 Statement, unless consent to proceed by way of board resolution is being sought in respect of the transferee society, together with the explanations of change, comparability and commitments referred to in BSOG 2.3.8 G to BSOG 2.3.10 G and BSOG 2.3.27 G;

(d)

notice of the meeting at which the Merger Resolutions are to be moved, which may form part of (c) above;

(e)

the proxy voting forms to be used.

After examination of these drafts, the Prudential Regulator2 or, as the case may be, the FCA2 will return them with any comments and, if necessary, will discuss them with the societies and their advisers. Any clearance by the Prudential Regulator2 at this stage is provisional, and the Prudential Regulator2 may seek further modification of the documents in the light of later information. Similarly, any clearance given by the FCA2 is subject to review of the proofs submitted at stage 4.

If the transferee society is applying for consent to proceed by way of board resolution, formal application to do so (with supporting justification) should be made to the Prudential Regulator2 at this stage.

Stage 4

Submission of printers proofs of the above draft documents.

Stage 5

Informal clearance of near-final proofs (particularly of the Schedule 16 Statement(s)) by the Prudential Regulator2.

Informal clearance of proof copies of Rules and Memorandum by the FCA and the Prudential Regulator2, in the case of an amalgamation.

Stage 6

Formal submission of the Schedule 16 Statement(s) for approval by the Prudential Regulator2. The covering letter should include a declaration on behalf of the board of the society either:

(a)

that there has been no material change in the financial position of the society since the date of the information provided in the Schedule 16 Statement; or

(b)

that there has been such a change and that it is fairly reflected in the wording of the statement.

This submission should be accompanied by:

(c)

a certified copy of the Instrument of Transfer or amalgamation agreement as executed;

(d)

two copies of the final printers proof of the Schedule 16 Statement signed by the secretaries of each society;

(e)

a final printers proof of the complete Merger Document to be sent to members, together with any covering letter and other documents to be sent with it, including proxy voting forms;

(f)

an assurance from the chairman of each society that the Schedule 16 Statement is complete and that all material interests of directors and officers are disclosed in it;

(g)

an assurance by or on behalf of the board on systems.

(h)

letter of comfort from the society's external auditors when required (see BSOG 2.3.7 G);

(i)

confirmation that drafts submitted for approval are identical to those seen at stage 5;

(j)

the fee payable by each society to the Prudential Regulator2.

NB Schedule 16 Statements should not be printed for distribution to members until after Stage 7.

Stage 7

Approval by the Prudential Regulator2 of the Schedule 16 Statement, or the Prudential Regulator's2 consent to proceed by board resolution. Approval or consent will be given by letter and one proof copy of the Schedule 16 Statement, with the certificate of approval signed on behalf of the Prudential Regulator2, will be returned to the society.

Stage 8

Printing and circulation of documents to members in time to be received by them at least 21 days before the voting date for the meeting at which the Merger Resolutions are to be moved (see BSOG 2.4.12 G, BSOG 2.4.19 G and BSOG 2.4.20 G).

Stage 9

The meetings at which the Merger Resolutions are moved.

Stage 10

If the Merger Resolutions have been passed, application to the Prudential Regulator2 for confirmation and publication of notices of that application in the London and Edinburgh or Belfast Gazettes, and in other newspapers (as the Prudential Regulator2 directs). The application must notify the Prudential Regulator2 of the specified effective date for the merger, and be accompanied by two authenticated copies of the Instrument of Transfer or amalgamation agreement. In addition, in an amalgamation, three signed copies, each,2 of the Memorandum and Rules of the successor society, should be sent to the FCA, and to the Prudential Regulator2. The societies must report to the Prudential Regulator2 on the outcome of their meetings.

Stage 11

Notification by the Prudential Regulator2 of the time and place of the confirmation hearing, if it is necessary to hold an oral hearing. The societies should allow sufficient time before the proposed effective date for the Prudential Regulator2 to consider and write its decision, and in case it proves necessary to adjourn the hearing.

Stage 12

Confirmation hearing and decision by the Prudential Regulator2 whether to confirm the merger. The PRA must consult the FCA before confirming an amalgamation.2

Stage 13

Registration by the FCA2 to give effect to the amalgamation or transfer of engagements.

Pre Day 1

Board Resolution to Merge

Initial discussions with Prudential Regulator2 re timetable and prudential information Submission of terms and initial prudential information to Prudential Regulator2 Submission of draft Rules and Memorandum to the FCA and Prudential Regulator2 (amalgamations)

Day 1

First draft of Schedule 16 Statement and chairman's letter and notice of meetings, draft Rules and Memorandum (amalgamations) (Stage 3)

Day 28

Prudential Regulator2 gives informal approval to Schedule 16 Statement, Instrument of Transfer signed (Stage 5)

Day 35

Formal Schedule 16 approval by the Prudential Regulator2 (Stage 7)

Day 35-43

Printing, enveloping and mailing of Schedule 16 Statement and notice of meetings (Stage 8)

Day 65-70

Last date for receipt of proxy votes (depending on Act and Rules)

Day 72

SGM (Stage 9)

Day 75

Application to Prudential Regulator2 for confirmation (Stage 10) and submission of2 Rules and Memorandum to the FCA and Prudential Regulator2 (amalgamations)

Day 93

Closing date for receipt of representations

Day 114

Confirmation hearing (Stage 12)

Day 142

Prudential Regulator's2 Decision on Confirmation (Stage 12)

Day 160

Effective Date