BSOG 3.9 Timetable

BSOG 3.9.1G01/04/2013

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 Prudential Regulator1. 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 FCA1 concerning the listing of any shares in the successor company.

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BSOG 3.9.2G01/04/2013

It will be helpful for the society to discuss its plans with the Prudential Regulator1 during their formative stages, when the Prudential Regulator1 will be prepared to give a view on their feasibility. However, although the Prudential Regulator1 may agree that a planned timetable appears to be manageable, it cannot undertake to meet any deadlines set by the society. In particular, the Prudential Regulator1 cannot 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 Prudential Regulator1 will be mindful of the need to ensure that there is adequate time, compatible with its other business and commitments, to:

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(1)
consider whether the proposed distribution scheme is in conformity with the 1986 Act;
(2)
consider and approve the Transfer Statement, including time to deal with renewed applications if significant changes have to be made;
(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 Prudential Regulator1 to consider all the evidence and arguments, including making any necessary further enquiries of its own, and to meet any statutory requirement for consultation1; and
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(4)
write a reasoned confirmation decision.

BSOG 3.9.3G01/04/2013

The likely sequence of events is as follows:

Stage 1	Informal preliminary discussions with the Prudential Regulator1 and, if different, the Banking Regulator on both substance and timing of the proposed transfer. 1
Stage 2	Public announcement of the transfer proposals. The Prudential Regulator1 will 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 Prudential Regulator1 is not required to approve them. 1 1
Stage 3	Consultation with the Prudential Regulator1 on 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. 1
Stage 4	Submission to the Prudential Regulator1 of the prudential information described in BSOG 3.21. 1 1
Stage 5	Initial application to the Prudential Regulator1, 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 BSOG 3.4.12 G. 1
Stage 6	Consideration by the Prudential Regulator1, 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 Prudential Regulator's1 staff 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 BSOG 3.5.14 G to BSOG 3.5.17 G), and to notify them of the rights of Trustee Account Holders (See BSOG 3.3.18 G). 1 1 1 1
Stage 7	(if necessary) Further application to the Prudential Regulator1, with a further fee, for approval of a significantly revised Transfer Statement (see BSOG 3.4.14 G). 1 1
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 Prudential Regulator1 that it is satisfied with near-final proofs of the Transfer Statement, and the Transfer Agreement. 1
Stage 10	Formal submission to the Prudential Regulator1 of the final draft of the Transfer Statement, together with the supporting documents described in paragraph BSOG 3.4.15 G. 1
Stage 11	Approval by the Prudential Regulator1 of the Transfer Statement. One proof copy of the Statement, identified and signed on behalf of the Prudential Regulator1, will be returned to the society. 1 1
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 Prudential Regulator1 would 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 FCA1 to be placed on the public file of the society. 1 1
Stage 13	The meeting at which the Transfer Resolutions are moved.
Stage 14	If the Transfer Resolutions are passed, application to the Prudential Regulator1 for 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 BSOG 3.6.2 G. 1 1
Stage 15	Last date for receipt by the Prudential Regulator1 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 Prudential Regulator1 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. 1 1
Stage 16	The confirmation hearing.
Stage 17	Notification to the society and representers, and publication, of the Prudential Regulator's1 Decision. It is advisable to allow a minimum of four weeks between Stages 16 and 17, again allowing extra time for any public holidays. 1
Stage 18	Notification by the society to the Prudential Regulator and the FCA1 of the vesting date and, if later, the date of dissolution of the society. 1
Stage 19	Vesting date and, if later -
Stage 20	Dissolution of the society.

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BSOG 3.9 Timetable