§ After Clause 4, insert the following new clause:
§ Transfer of property to companies with a view to the sale of their shares
§ (".—(1) If it appears to the Commission that it is expedient that any property held by them for the purposes of the existing road haulage undertaking should, instead of being disposed of under section three or section four of this Act, be disposed of under this section and that such disposal will not prejudice the purposes to which the Commission are to have regard under subsection (3) of the said section three, they may make over that property, together with any such rights or obligations of theirs as in their opinion can conveniently be made over therewith, to a company under their control in the shares of which no other person than they themselves have any beneficial interest, with a view to the subsequent sale of the shares of the company:
§ Provided that the Commission shall not exercise their powers under this subsection without the approval of the Board, and the Board shall not give their approval unless it appears to them that the proposed course of action is expedient and will not prejudice the purposes to which the Commission are to have regard as aforesaid.
§ (2) Where any property is made over to a company under subsection (1) of this section it shall be made over at a price equal to the net value thereof as shown in the books of the Commission (but adjusted so as to take into account depreciation up to the time of the making over thereof so far as not already taken into account), increased by the value, if any, as so shown, of any rights of the Commission made over therewith, and decreased by the value, if any, as so shown, of any liabilities of the Commission made over therewith.
§ In this subsection "net value" means value after deducting depreciation, and the references to values shown in the books of the Commission are references to the values so shown after making, if the Commission, in making up their books for the year nineteen hundred and fifty-two or any subsequent year, depart to any substantial extent from the principles and practice applied by them for the years falling before the year nineteen hundred and fifty-two, all adjustments which are necessary to produce the result which would have been produced but for the departure, and the requirement that the net value shall be adjusted so as to take into account depreciation up to the time of the making over of the property shall be construed as a requirement that the additional depreciation shall be allowed at the rates at which, and in the cases in which, depreciation was allowed under the said principles and practice.
§ (3) Where the Commission have made over any property to a company under subsection (1) of this section, they shall proceed to the sale of all the shares thereof as soon as is reasonably practicable, and to that end shall, as soon as is reasonably practicable, by public notice invite tenders for the purchase (in one 209 parcel) of all those shares, on conditions specified in the notice or ascertainable, in a manner specified in the notice:
§ Provided that—
- (a) no invitation to tender under this section shall be issued without the approval of the Board; and
- (b) if it appears to the Commission that the sale of the shares by tender would be inappropriate and would be unlikely to secure the best possible price for the shares they may, with the approval of the Board, sell the shares (in one parcel) otherwise than by tender.
§ (4) In determining whether any tender or offer for the shares of any such company as aforesaid is to be accepted or refused, the Commission shall have regard to the desirability of avoiding any step which is likely to lead to the elimination or undue restriction of competition in the carriage of goods by road for hire or reward, but no such tender or offer shall be refused wholly or mainly on the ground that it is likely to lead to the elimination or undue restriction of such competition as aforesaid without the consent of the Minister.
§ (5) No tender or offer for the shares of any such company as aforesaid shall be accepted or refused by the Commission without the approval of the Board, and the Board shall not approve the acceptance of any such tender or offer unless they are satisfied that the price is a reasonable one having regard to the value of the company's undertaking and the rights conferred by the subsequent provisions of this section.
§ (6) If any difference arises between the Commission and the Board under this section, the Commission or the Board may refer the matter to the Minister and the Minister shall give such directions as he thinks fit and any directions so given by him shall be binding on the Commission and the Board.
§ Where Scotland is affected, the Minister shall consult the Secretary of State for Scotland before giving any directions under this subsection.
§ (7) Where property is made over to a company under subsection (1) of this section, section twelve of the Road and Rail Traffic Act, 1933 shall have effect as if—
- (a) the company were and at all times since the passing of this Act (or since its incorporation, whichever is the later) had been a subsidiary company of the Commission and the Commission were and at all times since the passing of this Act had been the holding company thereof;
- (b) the Commission, in every application made for a licence under Part II of the First Schedule to this Act, being an application made before the making over of the property, had signified to the licensing authority their desire that the provisions of the said section twelve should have effect as respects the company;
- (c) the reference in subsection (1) of the said section twelve to Part I of the Road and Rail Traffic Act, 1933, included a reference to section fifty-nine of the Transport Act, 1947,
210 subsections (1) to (5) of section six of this Act and Part II of the First Schedule to this Act:
§ Provided that this subsection shall have effect in relation to a company only as respects the period preceding the date on which its shares are transferred in pursuance of the sale thereof under this section.
§ (8) Where the shares of a company are transferred in pursuance of the sale thereof under this section, the First Schedule to this Act shall have effect as if the company had, at the time of the transfer of the shares, purchased as or as part of a transport unit all the vehicles owned by it on that date which were then authorised vehicles under an A licence granted to the Commission under Part II of the First Schedule to this Act or were specified in a then pending application for such a licence as vehicles intended to be authorised thereunder and as if all such things had been done as would have fallen to be done if the vehicles had been so purchased; and without prejudice to the generality of the preceding provisions of this subsection, references in the said First Schedule to transport units, to purchasers of transport units and to motor vehicles sold as or as part of transport units shall be construed accordingly:
§ Provided that—
- (a) the total number of trailers specified by virtue of paragraph 2 of Part I of the said First Schedule in applications for special A licences shall not exceed the number of trailers made over under subsection (1) of this section by the Commission to the company;
- (b) in paragraph 4 of the said Part I, the reference to the Commission shall be deemed to be a reference to the company and the reference to the publication of the public notice inviting tenders shall be deemed to be a reference to the date of the transfer of the shares.
§ (9) The Commission, in making over vehicles to a company under subsection (1) of this section, may, by notice to the company, designate certain of those vehicles as additional vehicles, and in that event—
- (a) any application by the Commission for an A licence under Part II of the First Schedule to this Act and any licence granted in pursuance of any such application shall lapse so far as it relates to any motor vehicles so designated, but without prejudice to the substitution of any such vehicle for another vehicle in accordance with the provisions of the said Part II;
- (b) the Commission shall give all such notices and make all such applications as are necessary to secure that no such vehicle, being a motor vehicle, is included in an A licence so granted, otherwise than by virtue of such a substitution as aforesaid and that any such vehicle, being a motor vehicle, which has been included in such an A licence otherwise than by virtue of such a substitution is removed therefrom;
- (c) any such vehicles, being trailers, shall be left out of account for the purposes of paragraph (a) of the proviso to the last preceding subsection.
§ (10) Any property made over to a company under subsection (1) of this section shall be deemed for the purposes of section five of this Act to have been disposed of as or as part of a transport unit, but if, after any property has been so made over to a company but before the shares of the company have been transferred in pursuance of the sale thereof under this section, any property of the company (whether part of such property or not) is transferred to the Commission, the property so transferred to the Commission shall be deemed for all the purposes of this Act to become property held by the Commission for the purposes of the existing road haulage undertaking and shall be dealt with accordingly.
§ (11) A company to which property has been made over under subsection (1) of this section—
- (a) may dispose of any of its property in the ordinary course of its business; and
- (b) may, with the approval of the Board, dispose of any of its property to the Commission,
§ Provided that this subsection shall have effect in relation to a company, only as respects the period preceding the date on which its shares are transferred in pursuance of the sale thereof under this section.
§ (12) Until the shares of any company to which property has been made over under subsection (1) of this section are transferred in pursuance of the sale thereof under this section, any person employed by the company shall be deemed for the purposes of section ninety-five of the Transport Act, 1947 (which relates to terms and conditions of employment of staff), to be employed by the Commission and to be under the direct control of the Commission themselves.
§ (13) Where a company to which property has been made over under subsection (1) of this section has disposed of all its property, this section shall cease to apply to it unless and until further property is transferred to it under the said subsection (1).")
§ The Commons agreed to the above new Clause, but proposed the following Amendment thereto:—
§ In subsection (8), paragraph (a), leave out ("made over under subsection (1) of this section by the Commission to the company") and insert ("in the possession of the company at the time of transfer of the shares")
§ LORD LEATHERSMy Lords, coming to the second Amendment, I beg to move that this House do not insist on the words of the Lords Amendment which it is proposed shall be left out, and agree to the Commons Amendment in lieu thereof. This Amendment affects subsection (8), line 20, of the new clause which allows disposal of the Road Haulage 212 undertaking by way of companies. As the Bill left this House, when companies were being disposed of only that number of trailers which the companies took over from the Commission would have carried an automatic right to "A" licences. The effect of the Commons Amendment is to give that right for all trailers in the companies' possession at the time the shares are sold. This will cover not only the trailers taken over from the Commission but also any extra trailers acquired by companies between the date of the Commission making over the assets and the date of the transfer of the shares. I beg to move.
§ Moved, That this House do not insist on the words of the Lords Amendment which it is proposed shall be left out, and agree to the Commons Amendment in lieu thereof.—(Lord Leathers.)
§ On Question, Motion agreed to.