The British Steel Limited Property Transfer Regulations 2026

Citation, commencement and extent

1. -(1) These Regulations may be cited as the British Steel Limited Property Transfer Regulations 2026. (2) They come into force on 16th July 2026. (3) They extend to England and Wales, Scotland and Northern Ireland.

Interpretation

2. -(1) In these Regulations-

'2026 Act' means the Steel Industry (Nationalisation) Act 2026;

'ACo' means British Steel Limited, company registered number 12303256;

'BCo' means SPV 2026 Limited, company registered number 17312541;

'excluded property, rights and liabilities' has the meaning given in regulation 3(3);

'transfer' means the transfer provided for by regulation 3(1);

'transfer date' has the meaning given in regulation 3(2);

'transferred property, rights and liabilities' means the property, rights and liabilities transferred under regulation 3(1).

(2) In these Regulations any reference (however expressed) to property, rights or liabilities includes where applicable any of the kinds of property, rights or liabilities (as the case may be) set out in section 17(1) of the 2026 Act.

The transfer

3. -(1) On the transfer date all the property, rights and liabilities of ACo are transferred to BCo apart from the property, rights or liabilities excluded from the transfer.

(2) The transfer date is the beginning of 16th July 2026.

(3) The property, rights or liabilities excluded from the transfer are described in the Schedule ('excluded property, rights and liabilities').

Termination rights

4. These Regulations are to be disregarded in determining whether a default event provision applies (see section 22(1)(a) of the 2026 Act).

Continuity

5. -(1) On and after the transfer date BCo is to be treated for any purpose connected with the transfer as the same person as ACo, except in relation to the excluded property, rights and liabilities.

(2) Agreements made or other things done by or in relation to ACo before the transfer date are, in relation to the transferred property, rights and liabilities, to be treated as made or done by or in relation to BCo.

(3) Anything (including legal proceedings) that relates to the transferred property, rights and liabilities that was in the process of being done by or in relation to ACo immediately before the transfer date may be continued by BCo.

(4) As from the transfer date any reference (express or implied) in an instrument or document to ACo is to be treated as a reference to BCo if the reference relates to, or is connected with, the transferred property, rights and liabilities.

(5) Nothing in this regulation has the effect, directly or indirectly, of transferring excluded property, rights and liabilities.

Provision of information and assistance

6. ACo must provide BCo with such information and assistance as is reasonably requested by BCo in writing-

• (a) in relation to or in connection with the transferred property, rights and liabilities, or
• (b) for any other purpose in relation to or in connection with the transfer or any other provision of these Regulations.

Company names

7. -(1) On and after the transfer date- (a) ACo ceases to be called 'British Steel Limited' and the new name specified for ACo is '2026 Transferor Company Limited'; (b) BCo ceases to be called 'SPV 2026 Limited' and the new name specified for BCo is 'British Steel Limited'. (2) Nothing in this regulation affects the interpretation of these Regulations.

SCHEDULE

The excluded property, rights and liabilities

Liabilities, etc.: liabilities to group undertakings, etc.

1. Any liability of ACo to an undertaking which is a group undertaking in relation to ACo.

2. Any liability of ACo- (a) to any person which is not a group undertaking in relation to ACo, but (b) where the liability has at any previous time been a liability of ACo to an undertaking which was at that time a group undertaking in relation to ACo.

3. Any liability of ACo to any person under or in connection with-

• (a) any guarantee, indemnity or surety of, or assumption of joint liability for, a liability described in paragraph 1 or 2, or
• (b) an arrangement of a similar nature to those described in sub-paragraph (a).

4. Any right of ACo which relates to a liability described in any of paragraphs 1 to 3.

5. -(1) In paragraphs 1 and 2 'group undertaking' has the meaning given by section 1161(5) of the Companies Act 2006.

(2) For the purposes of determining whether a liability falls within paragraph 2, it does not matter if there has been any change to the liability between the transfer date and the previous time mentioned in paragraph 2 (whether those changes are changes in amount, changes to the contract governing the liability, changes to the parties or otherwise).

Other liabilities, etc.: unsecured debts, etc.

6. Any liability of ACo to any person where the liability relates to moneys borrowed or committed under a contract for lending or other debt instrument.

7. Any liability of ACo to any person in relation to-

• (a) any guarantee, indemnity or surety of, or assumption of joint liability for, a liability described in paragraph 6, or
• (b) an arrangement of a similar nature to those described in sub-paragraph (a).

8. Any right of ACo which relates to a liability described in paragraph 6 or 7.

9. Paragraphs 6 to 8 do not apply to any liabilities of ACo which-

• (a) are secured by any mortgage, charge, pledge, lien or other security interest over the assets of ACo, or
• (b) are owed to the Secretary of State by virtue of the Steel Industry (Special Measures) Act 2025.

Employee contracts, etc.

10. Rights and liabilities of ACo under or in connection with any contract of employment with any individual employed by ACo to whom regulation 4(1) of the Transfer of Undertakings (Protection of Employment) Regulations 2006 applies (as modified by regulation 3 of the Modification of the Law (British Steel Limited Property Transfer) Regulations 2026).