Schedule 1 Corporate mergers and acquisitions

“Corporate mergers

27A

(1)

This regulation applies to a body corporate (“CB”) resulting from the merger of two or more bodies corporate (“the merged bodies”), where, in the relevant year in which the merger took place (“year M”), one or more of the merged bodies was a large producer or a small producer.

(2)

In year M and in the following year, CB is to be treated as—

(a)

a large producer, if one or more of the merged bodies was a large producer in year M; or

(b)

a small producer, if none of the merged bodies was a large producer in year M.

(3)

CB must apply to be registered in accordance with regulation 28(2A).

(4)

CB is to be treated for the purposes of these Regulations as supplying in year M the sum of the amounts of packaging supplied in that year—

(a)

before the merger, by each of the merged bodies which were producers; and

(b)

after the merger, by CB.

(5)

CB must comply with the producer responsibility obligations of each of the merged bodies for—

(a)

year M, and

(b)

any previous relevant year,

in so far as those obligations are continuing obligations (such as an obligation to retain data or evidence) or the obligations have not been fully complied with before the merger took place.

(6)

Where CB is liable by virtue of paragraph (5) to meet the recycling obligations of a merged body, any PRNs or PERNs obtained by the merged body before the merger may be transferred to CB and used by CB to demonstrate compliance with those recycling obligations.

(7)

CB is liable to pay a disposal fee and an administration fee to the scheme administrator for the assessment year beginning on 1st April in year M, in an amount determined in accordance with paragraph (8), if—

(a)

the merger takes place on or after 1st April in year M, and one or more of the merged bodies was, before the merger takes place, a liable producer in relation to that assessment year; or

(b)

the merger takes place before 1st April in year M, and one or more of the merged bodies would have been a liable producer in relation to that assessment year if the merger had not taken place.

(8)

The amount payable under paragraph (7) is the sum of the amounts of the disposal fees and the administration fees for the assessment year which—

(a)

were due from each of the merged bodies before the merger and are unpaid; or

(b)

would, but for the merger, have become due from each of the merged bodies.

(9)

If any of the merged bodies was a liable producer in relation to a previous assessment year, CB is liable to pay to the scheme administrator any disposal fee or administration fee for that assessment year which—

(a)

was due from the merged body before the merger and is unpaid; or

(b)

would, but for the merger, have become due from the merged body under regulation 68 or as a result of a recalculation under Chapter 5 of Part 5.

Transfers of ownership of a brand or business

27B

(1)

This regulation applies where, in a relevant year, a large producer or small producer (“the transferor”, or “TR”) transfers ownership to another person (“the transferee”, or “TE”) of—

(a)

a brand which appears on filled packaging; or

(b)

TR’s business, or a part of TR’s business which includes the supply of packaging.

(2)

TE must, within 28 days after the date of the transfer of ownership, inform the appropriate agency in writing of—

(a)

the brand or business acquired by TE;

(b)

the identity of the producer from which TE has acquired the brand or business; and

(c)

the date of the transfer of ownership.

(3)

TE must apply in accordance with regulation 28(2B)—

(a)

for producer registration, if TE is not registered as a producer for the relevant year in which the transfer of ownership takes place; or

(b)

to re-register as a large producer, if—

(i)

TE is registered as a small producer for that relevant year; and

(ii)

following the transfer of ownership, TE is to be treated as a large producer for that relevant year by virtue of paragraph (4)(a).

(4)

For the relevant year in which the transfer of ownership takes place, and each of the following two years, TE is to be treated as—

(a)

a large producer, if—

(i)

TE’s adjusted turnover was more than £2,000,000 in its last financial year that ended before 7th April in year Y-1 in respect of which audited accounts are available; and

(ii)

TE’s adjusted amount of packaging supplied in year Y-2 was more than 50 tonnes; or

(b)

a small producer, if one or both of the criteria in sub-paragraph (a) are not satisfied.

(5)

For the purposes of paragraph (4)(a)—

(a)

TE’s “adjusted turnover” means the sum of TE’s turnover in the financial year referred to in paragraph (4)(a)(i) and—

(i)

TR’s turnover in its last financial year that ended before 7th April in year Y-1 in respect of which audited accounts are available, if TR has transferred the whole of its business to TE; or

(ii)

the relevant proportion of TR’s turnover in that financial year, if TR has transferred ownership of a brand, or part of its business, to TE;

(b)

TE’s “adjusted amount of packaging supplied” means the sum of the amount of packaging supplied by TE in the calendar year in question and—

(i)

the amount of packaging supplied by TR in that year, if TR has transferred the whole of its business to TE; or

(ii)

the relevant proportion of the amount of packaging supplied by TR in that year, if TR has transferred ownership of a brand, or part of its business, to TE.

(6)

For the purposes of paragraph (5)(a)(ii), the “relevant proportion” of TR’s turnover means the proportion of TR’s turnover in the financial year in question that was attributable to the brand, or the part of TR’s business, that has been transferred to TE.

(7)

For the purposes of paragraph (5)(b)(ii), the “relevant proportion” of the amount of packaging supplied by TR means the proportion of the total amount of packaging supplied by TR in the calendar year in question that was supplied—

(a)

with the brand that TR has transferred to TE, or

(b)

by the part of TR’s business that TR has transferred to TE.

(8)

In paragraph (4), “year Y-1” means the calendar year preceding year Y, and “year Y-2” means the calendar year preceding year Y-1, where “year Y” means the relevant year for which it is being determined whether TE is a large producer or a small producer.

(9)

Paragraphs (4) to (7) of this regulation are to be interpreted in accordance with regulation 24(5)(b) and (c), (6) and (7).

Transfers of ownership: further obligations where the transferor is a large producer

27C

(1)

This regulation applies where—

(a)

a transfer of ownership of a brand or business takes place as referred to in regulation 27B(1); and

(b)

the transferor is a large producer in the relevant year in which the transfer of ownership takes place.

(2)

In this regulation, “TR” and “TE” have the same meanings as in regulation 27B.

(3)

TR and TE must each submit to the appropriate agency reports of data under regulation 35, or resubmit reports if they have already reported data under that regulation, for the reporting periods ending on 30th June and 31st December in—

(a)

the relevant year in which the transfer of ownership takes place; and

(b)

the year before that relevant year.

(4)

For the purpose of reports that are submitted or resubmitted under paragraph (3), any packaging that was supplied by TR before the date of the transfer of ownership with the brand, or by the business, acquired by TE, is to be treated as if it had been supplied by TE and not by TR.

(5)

Paragraphs (3) and (4) apply to TR regardless of whether it remains a producer following the transfer of the brand or business in question.

(6)

A report which is required to be submitted or resubmitted under paragraph (3) must be submitted or resubmitted to the appropriate agency—

(a)

on or before the later of—

(i)

the date on which reports for that reporting period are required to be submitted under regulation 35; or

(ii)

the end of a period of 28 days beginning with the day on which the transfer of ownership takes place; and

(b)

in accordance with regulation 39 (reporting obligations: general provisions).

(7)

If, for the relevant year in which the transfer of ownership takes place, TR would, but for this paragraph, be subject to recycling obligations in respect of packaging which was supplied with the brand, or by the business, that has been acquired by TE—

(a)

TR ceases to be subject to those recycling obligations; and

(b)

TE is subject to those recycling obligations instead.

(8)

If TR is (or would, but for the transfer, be) a liable producer under Part 5 in the assessment year starting on 1st April in the relevant year in which the transfer of ownership takes place, the disposal fees and administration fees payable by TR and TE for that assessment year are to be calculated taking into account the data submitted, or resubmitted, by TR and TE under paragraph (3)(a).”.