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IPE special report May 2018

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UK roundup: Regulator steps in over Vauxhall sale

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The Pensions Regulator (TPR) is in talks with General Motors (GM) and the trustees of Vauxhall’s UK pension schemes to secure funding as GM seeks to sell the company.

The US car giant has agreed to sell its Opel and Vauxhall businesses to PSA, another car manufacturer that owns Peugeot and Citroën, in a deal worth €2.2bn.

As part of the deal, GM said it would pay €3bn to PSA as part of a deal to transfer European pension funds connected to the two businesses it is selling. Larger schemes connected to Opel and Vauxhall – including the latter’s UK defined benefit plans – will remain with the US car giant, according to the statement.

A spokesman for TPR said it was engaging with trustees and GM’s UK business, which is the sponsor of the UK scheme, but declined to comment further on the case.

UK politicians have also entered the fray. Frank Field, chair of the work and pensions committee of the parliament’s lower house, wrote to PSA and the pension scheme’s trustees to ascertain whether the scheme was given sufficient consideration during the transaction. He has also asked TPR to clarify its role.

The sale of Vauxhall, which is GM’s only business in the UK, would effectively mean the Vauxhall schemes’ sponsor would have no assets with which to back it. It would require the regulator to secure a guarantee from GM in the US to continue to fund the scheme.

While declining to comment on the specifics of the Vauxhall case, the TPR spokesman said: “In situations where significant change is expected for the position of the sponsoring employer to a scheme, including where the business may be sold, we would expect the trustees to be actively engaged to understand the potential for these changes to impact on the scheme and to ensure that the scheme’s position is appropriately recognised. Where they have concerns, we would expect the trustees to raise these with the Pensions Regulator.”

In a press release detailing the transaction, GM said it was transferring its German Actives Plan and “selected” smaller pension arrangements to PSA. It will pay €3bn to cover shortfalls in these schemes.

Companies in the UK can apply for clearance from TPR to proceed with a transaction such as a merger or acquisition without the regulator intervening on behalf of the pension scheme. However, the regulator has emphasised that providing clearance did not mean it approved of any business transaction, and it can still intervene after the transaction to secure the right outcome for members.

Reports in the weeks building up to the deal’s conclusion speculated that GM’s European pension liabilities could scupper the planned transaction – just as a lack of consensus over the future of the British Steel Pension Scheme (BSPS) has hampered Tata Steel’s attempts to sell its UK operations.

Tata Steel announced yesterday that it had agreed to close BSPS to future accrual from 31 March, after unions voted in favour. Existing employees will enter into a defined contribution scheme from 1 April.

However, the long-term future of BSPS has yet to be decided, with Tata Steel in negotiations with the trustees, TPR, and the Pension Protection Fund about options for spinning the scheme off from the company.

In a statement announcing the closure of the scheme, the company said: “Tata Steel continues to be deeply engaged with the pension scheme trustee, the trade unions, and relevant regulatory and government bodies to identify the best prospects for the future sustainability of its UK operations and a fair and practical outcome for the members of the British Steel Pension Scheme.

“The company believes that finding a structural solution to address the risks from the pension scheme to the viability of the business is a crucial part of its ongoing UK transformation plan.”

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