I have not too much to say about this. First of all, I think the Minister must consult with the Central Bank, under section 3 (1) (a), before becoming satisfied with the application to register. On that section, suggested he should also consult the Minister for Finance. The Minister should indicate that paragraph (a) of section 3 (1) is not to his satisfaction without consultation not only with the Central Bank but also with the Minister for Finance. The words "after consultation with the Central Bank of Ireland and after consideration with that bank of the relevant information" amended to include the Minister for Finance—that office holder may take a different view from the view of the Central Bank on the same information—should he directs the cancellation of the registration of the unit trustee in this way. This is merely a matter of language and it is perhaps right to get the tense right and so on. We had a discussion on section 3 relative to the depositing of a deed with the registrar. A ground on which the Minister may direct the cancellation of a scheme is if the condition specified in paragraph (f) is no longer fulfilled. As paragraph (f) is at present expressed, I do not see how this could ever happen once the deed has been deposited unless we have the amendment that was under consideration here last evening that there should be the further obligation to register supplemental deeds or amendments to the deeds. Only where there was a failure to register a supplemental deed or a variation of the deed could the Minister be satisfied that paragraph (f) was no longer fulfilled. Paragraph (f) would have been fulfilled when the original deed was deposited. I think that is a matter of language.
With regard to section 4 (1) (c), one has to refer back again to paragraph (g) of subsection (1) of section 3. I do not think it desirable that the Minister, having decided that the name of the scheme is not undesirable, should be free to change his opinion and that, having registered the scheme under one name, he could use subsection (1) (c) (g) to cancel a scheme registered under a name which he had once thought desirable. What he really means to say, I think, is that if the name of the scheme is changed, and he does not approve of the changed name, then he is in a position to cancel the scheme. I think this is language, merely. I imagine this is what is intended by the proposed paragraph.
With regard to subsection (2), I have this to say. It is a very fair scheme. The general proposals here fair to the trust manager. He must notify the manager and the trustee of his proposals and the reasons. The trustee is given ample time to make representations. The Minister must then consider these representations. If he decides to give the direction, he must give it within a specified period. Under this subsection, I think the Minister should be required, when he gives the direction, to specify the date on which it is intended to take effect because consequences follow from this direction with regard to advertising, and so on.
Subsection (3) provides:
The Minister shall not give a direction under this section in relation to a unit trust scheme unless he is satisfied that it is necessary to do so in the public interest and in the interests of holders of units created under the scheme.
The Minister should be free to give this direction if it is either in the public interest or in the interest of unit holders. There could be a situation in which it might be contrary to the public interest and a unit trust got into the control of a small number of people and it would not be in their interest to withdraw registration by cancellation of this scheme but it would be in the public interest to do so.
In relation to the direction in section 4 (3), I would suggest to the Minister that as he does in other sections propose to give reasons, he should be required to give reasons for the cancellation of the scheme also. Then, there is something to argue about in the High Court. If he does not give reasons, what can be said? This is recognised in relation to the appointment of a new manager: he must give his reasons for what he is proposing to do. I think he should give his reasons here also.
In relation to subsection (5) (a) (i), there is a curious provision here. It says "he may, at the same time—this is when he gives a notification of his intention to cancel—or (i) in case he subsequently decides to refrain from giving the direction". I do not find in this any power in the Minister to refrain from giving a direction after he has given it. I think he must take express power to change his mind.
Under subsection (5) (a) the Minister may require the manager to refrain from selling units or publishing or procuring the publication of advertisements in relation to the scheme. That, it seems to me, could operate very unfairly where the advertisement was in fact an advertisement to buy them and a reminder to the unit holders that the manager was standing ready to buy in the units. I am not sure how good a point this is. I should like the Minister to consider, in relation to it, whether it is not necessary to give, in such circumstances, liberty. There does not seem to be liberty under the statute for them to advertise at all. There might be a general wish to draw the whole thing to a conclusion. At that point, I think they should be allowed to advertise their offer price, whatever that might be, and their readiness to buy back the units and realise the assets.