'No property, rights and liabilities of British Telecom shall be transferred until 12 months following the publication of the memorandum and articles of association of the company nominated by the Secretary of State to receive the property rights and liabilities of British Telecommunications.'.—[Mr. Golding.]
§ Brought up, and read the First time.
Mr. Deputy Speaker
With this we may take amendment No. 112, in clause 54, page 44, line 35 after `Part', insert, subject to section (Timing of transfer of undertakings of British Telecommunications) of this Act,'
§ Mr. Golding
I wish to protest about the way in which the Government have found themselves in chaos yet again tonight. The Minister and the Under-Secretary have been at sixes and sevens with Back Benchers. There is utter confusion on the Government Benches everytime we debate the Bill. It is being processed in such chaos that not one hon. Member can comprehend it.
The Opposition have seen through the legislation, and we will—
§ Mr. Kenneth Baker
My hon. Friends have been summoned from their beds, rooms or Committee rooms at this late hour, not as the result of Government action, but because of the view of my hon. Friend the Member for Aldridge-Brownhills (Mr. Shepherd). He was not convinced by the persuasive eloquence of my hon. Friend the Under-Secretary, who dealt clearly with the issue. Many of my hon. Friend's are now present because of my hon. Friend's action. Credit must be given where credit is due.
§ Mr. Golding
The Minister is again trying to filibuster to prevent me from making my contribution. Conservative Members should not have been in their beds. They should have been here—
§ Mr. Golding
You were distracted by the Clerk, Mr. Deputy Speaker when the Minister made a statement, to which I replied.
Once again the House is acting on inadequate information. It is vital to a business valued at £3 billion to £4 billion that when we pass legislation we have some idea of the articles of association and the memorandum for the successor company. We are almost as much in the dark about the articles of association and the memorandum as we are on RPI minus X the licence and the detail of the access fee.
I do not know what will be in the articles of association or in the memorandum, but what is more serious is that that Minister does not know either. It is not surprising, therefore, that when we are given draft articles which are no more than extended notes, almost no more than a student would learn in a Workers' Educational Association class on the subject of articles of association, we discover that it is intended that special provision will be made in the articles for two matters, and possibly for a third—the exercise of the provisions in clause 60 relating to the borrowing of British Telecommunications plc during the transitional period.
Before we reach the Third Reading tomorrow night the Minister should be able to tell us what will happen with regard to the exercise of the provisions in clause 60 relating to borrowing by British Telecommunications plc during the transitional period. We should know what the detail is to be. That borrowing will be vital to BT during the transitional period if it is to meet the competition that will be imposed by the Bill. We wish the Minister to give other answers, but he will not be able to reply tonight because of the savage guillotine that he has imposed on the Bill.
The notes given to Standing Committee H on the draft articles of association said:The company will have power to create different classes of shares.Who will determine that power? Will the Government insist on drawing up the commercial articles, or will the Minister leave this matter, as he has left the detail of access fees, as he is obviously leaving the draft licence and as he is obviously leaving RPI minus X, to the chairman of BT? Who will draw up the power to create different classes of shares? If the Government say that they will determine the different classes of shares, will the Minister tell us what is intended? The argument between the Opposition and the Government is that the Government should know at this stage what they will be doing in the transitional period. They should know what are the articles of association and what is to be the memorandum for the new BT plc.
We must also ask about the safeguards on ownership and control. The draft articles say that the arrangements for the safeguarding of ownership and control will follow broadly those adopted for Amersham International. They say:It is envisaged that the specified proportion of votes of X per cent. would be around, although not necessarily the same as, the 15 per cent. figure adopted in the Amersham International case.131 What considerations will the Government take into account when deciding what X will equal?
I have never known proposed legislation to be so dependent upon so many unknown factors. The Minister should be able to tell the House what will be the safeguards on ownership and control for BT plc. What will lead him to vary the 15 per cent. that was adopted for Amersham International? What considerations will he bear in mind? Why is it that the Minister has not been able to tell us so far precisely what formula will be followed?
The time is now after 11.59 pm, and because of the savage guillotine I shall have to debate some of these matters on Third—
§ It being 12 o'clock, further consideration of the Bill stood adjourned pursuant to the Order [16 February].
§ Bill (as amended in the Standing Committee), to be further considered this day.