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  1. Point in time
    2008-05-31

BSOG 3.9 Timetable

BSOG 3.9.1G

The society will need to draw up a project plan covering the key elements in the transfer process and the relationships between them, and specifying when it wishes to receive the necessary clearances from the Authority. The time needed for the process will depend, among other things, on the length of time it takes to settle the final terms of the distribution scheme, the complexity of those terms and whether the scheme raises new legal issues (perhaps requiring resolution by application to the High Court), and the time needed to verify the register of members and the record of Trustee Account Holders. It will also be affected by the facility with which the society and its advisers can develop satisfactory documents and respond to enquiries and representations. The plan and the timetable will, of course, need to cover all that will be required of the society, and the successor company, in relation to the requirements of the Banking Regulator, and of the Authorityconcerning the listing of any shares in the successor company.

BSOG 3.9.2G

It will be helpful for the society to discuss its plans with the Authorityduring their formative stages, when the Authoritywill be prepared to give a view on their feasibility. However, although the Authoritymay agree that a planned timetable appears to be manageable, it cannot undertake to meet any deadlines set by the society. In particular, the Authoritycannot be constrained in the proper performance of its statutory functions by, for example, the society's wish to put the Transfer Resolutions to a SGM on or before the date of the AGM in that year, or the planned flotation date. The Authoritywill be mindful of the need to ensure that there is adequate time, compatible with its other business and commitments, to:

  1. (1)

    consider whether the proposed distribution scheme is in conformity with the 1986 Act;

  2. (2)

    consider and approve the Transfer Statement, including time to deal with renewed applications if significant changes have to be made;

  3. (3)

    give interested parties an opportunity to make considered representations at the confirmation stage, for the society to respond to those representations, and for the Authorityto consider all the evidence and arguments, including making any necessary further enquiries of its own; and

  4. (4)

    write a reasoned confirmation decision.

BSOG 3.9.3G

The likely sequence of events is as follows:

Stage 1

Informal preliminary discussions with the Authorityand, if different, the Banking Regulator on both substance and timing of the proposed transfer.

Stage 2

Public announcement of the transfer proposals. The Authoritywill be ready to comment on drafts of the announcement and any supporting material, although the terms of the announcement are for the society to decide and the Authorityis not required to approve them.

Stage 3

Consultation with the Authorityon the outline structure of, and main features to be contained in, the Transfer Statement, and on the full specification of the proposed cash and/or share distribution scheme.

Stage 4

Submission to the Authorityof the prudential information described in section 3.2.

Stage 5

Initial application to the Authority, with the appropriate fee, for approval of a full draft of the Transfer Statement, contained within a draft Transfer Document, supported by the material described in paragraphBSOG 3.4.12 G.

Stage 6

Consideration by the Authority, and discussion with the society and its advisers, of the draft documents, including submission by the society of revised drafts as necessary. At this stage, the Authority'sstaff will also be ready to comment informally on draft proxy forms and other material proposed to be sent to the members with, or in advance of, the Transfer Document. By this stage also, the society ought to have undertaken any mailing to members which it thinks necessary to verify its register of members (see paragraphsBSOG 3.5.14 G to BSOG 3.5.17 G), and to notify them of the rights of Trustee Account Holders (See paragraphBSOG 3.3.18 G).

Stage 7

(if necessary) Further application to the Authority, with a further fee, for approval of a significantly revised Transfer Statement (see paragraphBSOG 3.4.14 G).

Stage 8

Production of printer's proofs of the draft documents. At this stage it will be advisable for the society to determine, perhaps by mailing to a sufficient number of staff, whether the notice and Transfer Document pack (especially if it contains the Transfer Statement) is deliverable through domestic letter boxes.

Stage 9

Informal indication by the Authority that it is satisfied with near-final proofs of the Transfer Statement, and the Transfer Agreement.

Stage 10

Formal submission to the Authorityof the final draft of the Transfer Statement, together with the supporting documents described in paragraph BSOG 3.4.15 G.

Stage 11

Approval by the Authorityof the Transfer Statement. One proof copy of the Statement, identified and signed on behalf of the Authority, will be returned to the society.

Stage 12

Printing and distribution of meeting notice and Transfer Document to members of the society in time to be received by them at least 21 days before the last date for receipt of proxy forms for the meeting at which the Transfer Resolutions are to be moved. The Authoritywould appreciate being provided with a number (to be agreed) of copies of the final printed Transfer Document and any Transfer Summary and of the Transfer Statement if printed separately for distribution on request. Although not required by the 1986 Act, one copy of each will be passed to the Registration teamto be placed on the public file of the society.

Stage 13

The meeting at which the Transfer Resolutions are moved.

Stage 14

If the Transfer Resolutions are passed, application to the Authorityfor confirmation and publication of notices of that application in the official Gazettes and newspapers. The application should be accompanied by the requisite fee and the material specified in paragraphBSOG 3.6.2 G.

Stage 15

Last date for receipt by the Authority of representations with respect to the applications. A minimum of four weeks should be allowed between Stages 14 and 15 and a further four weeks to Stage 16 (with extra time allowed for any public holidays which intervene). Representations will be copied to the society for its comments as and when they are received. The Authority will then require sufficient time before the hearing to consider and assess all the representations and the society's responses, and to make any further enquiries which it may think necessary.

Stage 16

The confirmation hearing.

Stage 17

Notification to the society and representers, and publication, of the Authority'sDecision. It is advisable to allow a minimum of four weeks between Stages 16 and 17, again allowing extra time for any public holidays.

Stage 18

Notification by the society to the Authorityof the vesting date and, if later, the date of dissolution of the society.

Stage 19

Vesting date and, if later -

Stage 20

Dissolution of the society.
BSOG 3.9.4G

When considering the proposed vesting date, the society will no doubt consult its merchant bank advisers as to timing, particularly when shares are to be offered for subscription to raise new capital, having regard to other possible major share offers.