S.I. No. 325/2001 - Central Bank Act, 1971 (Approval of Scheme of Transfer Between Citibank, N.A. and Citibank International Plc, Ireland Branch) Order, 2001

WHEREAS Citibank, N.A. (in this Order referred to as the “Transferor”), having its head office at 399 Park Avenue. New York, NY 10043, U.S.A., and having established places of business within the State, at 1 North Wall Quay, Dublin 1, and 12 South Mall, Cork, in relation to which registration pursuant to section 352 of the Companies Act, 1963 (No. 33 of 1963), has been effected and being the holder of a licence under the Central Bank Act, 1971 (No. 24 of 1971), has agreed with Citibank International PLC, Ireland Branch (in this Order referred to as the “Transferee”), having its registered office at 336 The Strand, London WC2R 1HB, U.K., and being authorised to act as a credit institution in the State through its branch at 1 North Wall Quay, Dublin 1, under the European Communities (Licensing and Supervision of Credit Institutions) Regulations, 1992 ( S.I. No. 395 of 1992 ), to transfer to the Transferee the banking business to which the licence of the Transferor relates.

AND WHEREAS on 28 February 2001, the Transferor and the Transferee submitted to the Minister for Finance for his approval a scheme for the transfer (in the following Order referred to as the “Scheme”) made by the Transferor and the Transferee on 28 February 2001.

NOW I, Charlie McCreevy, Minister for Finance, after consultation with the Central Bank of Ireland and, in respect of Articles 4 to 8 of this Order, at the request of the Transferor and the Transferee, in exercise of the powers conferred on me by section 33 of the Central Bank Act, 1971 (No. 24 of 1971), hereby order as follows:

1.       This Order may be cited as the Central Bank Act, 1971 (Approval of Scheme of Transfer between Citibank, N.A. and Citibank International PLC, Ireland Branch) Order, 2001.

2.       In this Order —

3.       The Minister approves of the scheme.

4.       The references -

(a)      to Citibank N.A. (inserted by the Trustee (Authorised Investments) (No. 2) Order, 1977 ( S.I. No. 344 of 1977 )) in Section 1 (as amended by the Trustee (Authorised Investments) Act, 1958 (No. 8 of 1958)) of the Trustee Act, 1893,

(b)      to Citibank N.A. in the First Schedule of the Solicitors' Accounts Regulations, 1984 ( S.I. No. 204 of 1984 ), and

(c)      to Citibank N.A. in the First Schedule of the Solicitors' Accounts Regulations No. 2 of 1984 ( S.I. No. 304 of 1984 ),

shall be construed as references to Citibank International PLC, Ireland Branch.

5.       All books and other documents which would, before the transfer date have been evidence in respect of any matter for or against the Transferor, shall be admitted in evidence in respect of the same matter for or against the Transferee on and from the transfer date.

6.       (1)      On and from the transfer date —

(a)  the Bankers' Books Evidence Acts, 1879 to 1989, shall continue to apply with respect to any books of the Transferor transferred to the Transferee in connection with the banking business agreed to be transferred and to entries made in those books before the transfer date as if such books were the Books of the Transferee, and

(b)  for the purpose of section 4 of the Bankers' Books Evidence Act, 1879, any book to which the Act applies by virtue of subparagraph (a) of this paragraph shall, on being proved to be in the custody of the Transferee, be deemed to be one of the ordinary books of the Transferee and any entry in it purporting to have been made before the transfer date shall be deemed to have been made in the ordinary course of business.

(2)    In this Article “books” has the same meaning as “bankers' books” in the Bankers' Books Evidence Acts, 1879 to 1989.

7        (1)      In respect of the banking business agreed to be transferred, the Transferor shall, at the request of the Transferee, execute all instruments and do all such acts as may be necessary to transfer the property vested immediately before the transfer date in the Transferor as trustee, executor, guardian or in any other fiduciary capacity (as the case may be) to, and vest the same in, the Transferee in the same capacity upon the trusts and with and subject to the powers, provisions, liabilities and obligations applicable thereto respectively.

(2)      The Transferee shall be entitled to remuneration and to act as trustee, executor, guardian or in any other fiduciary capacity (as the case may be) at the same scale of fees and upon and subject to the same terms and conditions as were applicable to the Transferor immediately before the transfer date.

8.       Any contract of guarantee, indemnity or other contract of suretyship, letter of credit, loan agreement, lease, hire purchase agreement, deposit agreement, charge, mortgage, pledge, swap, option or other derivatives contract, bond, warrant or any other contract, agreement or instrument undertaken by the Transferor with any person in the course of or incidental to the banking business agreed to be transferred to the Transferee shall be transferred or deemed to have been transferred to the Transferee on the transfer date and shall become on and from that date a contract between the Transferee and that person with the same rights and subject to the same obligations and incidents (including rights of set-off) as would have been applicable to it if such contract between the Transferor and such person had continued and any order, instruction, direction, mandate or authority given, whether before or after that date, by that person in relation to any such contract and subsisting at the transfer date shall apply and have effect after the transfer of such contract to the Transferee as aforesaid and any monies due and owing by such person to the Transferor at that date under or by virtue of any such contract shall become due and payable by that person to the Transferee instead of the Transferor.

EXPLANATORY NOTE

(This note is not part of the Instrument and does not purport to be a legal interpretation)

This Order approves the transfer of the banking business of Citibank, N.A. to Citibank International PLC. Ireland Branch in accordance with a transfer scheme submitted by both banks. The effect of the Order is that the relevant provisions of Part III of the Central Bank Act, 1971 will apply to the transfer. The Order also makes provision for matters arising from and incidental to the transfer.