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Status: You are viewing the version of the handbook as on 2009-03-31.

BSOG 2.8 Timetable

BSOG 2.8.1G

The time taken to complete a merger will vary from case to case. As a general rule of thumb, it is unlikely that a merger can proceed from board decision through approval of the Schedule 16 Statement, general meeting and confirmation hearing, to the effective date, in less than 6 months. It is essential to the good and orderly management of a merger that the societies concerned meet with the Authoritysstaff as soon as their boards have resolved to seek a merger, and agree upon a provisional timetable. This can then be fixed by the time the Schedule 16 Statement is approved. The members can then be notified, as they must be, of the date provisionally set for the confirmation hearing and of the proposed date of completion of the merger in the Merger Document.

BSOG 2.8.2G

The likely sequence of events is as follows:

Stage 1

Informal consultations with the Authorityssupervisory staff on both substance and timing of the proposed merger.

Stage 2

Submission to the Authorityof:

(a)

prudential information: this should be available to the Authority 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 Authority to be clear about these matters as soon as possible after Stage 1 and well before Stage 3 is reached.

Submission to the registration team, in the case of an amalgamation, of preliminary draft Rules and Memorandum, noting any unresolved issues.

Stage 3

Submission to the Authority and, in respect of (b) below, to the Registration teamin 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 paragraphsBSOG 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 Authorityor, as the case may be, registration team staffwill return them with any comments and, if necessary, will discuss them with the societies and their advisers. Any clearance by the Authorityat this stage is provisional, and the Authoritymay seek further modification of the documents in the light of later information. Similarly, any clearance given by the registration teamis 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 Authorityat 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 Authority.

Informal clearance of proof copies of Rules and Memorandum by the registration team, in the case of an amalgamation.

Stage 6

Formal submission of the Schedule 16 Statement(s) for approval by the Authority. 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 paragraphBSOG 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 Authority.

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

Stage 7

Approval by the Authorityof the Schedule 16 Statement, or the Authoritysconsent 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 Authority, 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 paragraphsBSOG 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 Authorityfor confirmation and publication of notices of that application in the London and Edinburgh or Belfast Gazettes, and in other newspapers (as the Authoritydirects). The application must notify the Authorityof 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, four signed copiesof the Memorandum and Rules of the successor society should be sent to the registration team. The societies must report to the Authorityon the outcome of their meetings.

Stage 11

Notification by the Authorityof 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 Authorityto consider and write its decision, and in case it proves necessary to adjourn the hearing.

Stage 12

Confirmation hearing and decision by the Authoritywhether to confirm the merger.

Stage 13

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

BSOG 2.8.3G

The following table indicates the likely minimum time to be taken by the main stages outlined above:

Pre Day 1

Board Resolution to Merge

Initial discussions with Authorityre timetable and prudential information Submission of terms and initial prudential information to AuthoritySubmission of draft Rules and Memorandum to registration team(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

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

Day 35

Formal Schedule 16 approval by the Authority(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 Authorityfor confirmation (Stage 10) Rules and Memorandum to registration team(amalgamations)

Day 93

Closing date for receipt of representations

Day 114

Confirmation hearing (Stage 12)

Day 142

Authoritys Decision on Confirmation (Stage 12)

Day 160

Effective Date

BSOG 2.8.4G

Notes:

  1. (1)

    Within the above timetable prudential information to be submitted.

  2. (2)

    A significant amount of financial information needs to be assessed by the Authority prior to approval of Schedule 16 Statement.

  3. (3)

    Prior to approval of Schedule 16 Statement a plan/timetable for integration of systems to be drawn up. Auditors sign off required prior to effective date.