S.I. No. 29/2007 - Central Bank Act 1971 (Approval of Scheme of National Irish Bank Limited and Danske Bank A/S) Order 2007


S.I. No. 29 of 2007

ORDER

entitled

Central Bank Act 1971 (Approval of Scheme of National Irish Bank Limited and Danske Bank A/S) Order 2007


WHEREAS National Irish Bank Limited (the “Transferor”), a company incorporated in the State with registered number 65780, having its registered office at 3rd Floor, International House, 3 Harbourmaster Place, Irish Financial Services Centre, Dublin 1, and being the holder of a licence issued under section 9 of the Central Bank Act 1971 (No. 24 of 1971), has agreed with Danske Bank A/S (the “Transferee”), a company incorporated in Denmark with registered number 61126228, having and acting through its branch in the State at National House, 1 Airton Close, Dublin 24, and authorised to act as a credit institution in the State by virtue of the European Communities (Licensing and Supervision of Credit Institutions) Regulations 1992 (S.I. 395 of 1992), to transfer to the Transferee substantially all of the banking business to which the aforesaid licence of the Transferor relates.

AND WHEREAS on 30 November 2006 the Transferor and the Transferee submitted to the Minister for Finance for his approval the Scheme for Transfer (in the following Order referred to as the “Scheme”) made by the Transferor and the Transferee on 30 November 2006.

NOW I, Brian Cowen, Minister for Finance, after consultation with the Central Bank and Financial Services Authority of Ireland and, in respect of Articles 4 to 10 of this Order, at the request of the Transferor and the Transferee, hereby, in exercise of the powers conferred on me by section 33 of the Central Bank Act 1971 (No. 24 of 1971), order as follows:

1.         This Order may be cited as the Central Bank Act 1971 (Approval of Scheme of National Irish Bank Limited and Danske Bank A/S) Order 2007.

2.         In this Order -

“Agreement” means the Agreement for Transfer of Banking Business dated 30 November 2006 entered into between the Transferor and the Transferee providing for the transfer of the business, including, without limitation, the assets and liabilities, from the Transferor to the Transferee;

“assets and liabilities” has the meaning given to each of those terms by the Agreement;

“business” means the banking business of the Transferor agreed to be transferred to the Transferee under the Scheme, including, without limitation, the assets and liabilities, but excluding the excluded business and the potentially excluded business;

“excluded business” means all assets, rights, contracts, arrangements, obligations and liabilities (including any contingent liabilities) or other matters referred to or of the type set out in Schedule 3 to the Agreement;

“intellectual property” means all patents, trade marks, service marks, community trade marks, trade names, business names, unregistered trade and service marks, copyrights, design rights,database rights, rights to or in computer software, know-how, trade secrets, rights to or in confidential information and all other commercial monopoly rights, intellectual property rights and rights or forms of protection of any such thing (whether or not registered or capable of registration), together with all applications for registration of and rights to apply for, and any licence to use, any of the foregoing;

“potentially excluded business” means all assets, rights, contracts, arrangements, obligations and liabilities (including any contingent liabilities) and other matters referred to or of the type set out in Schedule 2 to the Agreement to which the Transferor is a party or is otherwise entitled, or which are held by the Transferor or which are imposed on, assumed by or are otherwise binding on the Transferor, in each case immediately before the Transfer Date;

“properties” means the bank branches, premises and other properties, including ATMs (including those bank branches, premises and other properties, including ATMs, which were owned, leased or licensed by or to the Transferor at the date of the Agreement, short particulars of which are set out in Schedule 5 to the Agreement) which are, immediately before the Transfer Date, owned, leased or licensed by or to the Transferor in connection with the business;

“Scheme” means the Scheme for Transfer made by the Transferor and the Transferee dated 30 November 2006, duly submitted on that date for approval pursuant to section 33 of the Central Bank Act 1971, and the Agreement in so far as it relates to that Scheme;

“subsidiaries” means all subsidiary undertakings (within the meaning of the European Communities (Companies: Group Accounts) Regulations 1992 (S.I. No. 201 of 1992)) of the Transferor forming part of the business immediately before the Transfer Date, which included, at the date of the Agreement, the companies named in paragraph 27 (“Subsidiaries”) in Schedule 1 to the Agreement;

“Transfer Date” means 1 April 2007 or such later date, if any, as may be agreed by the Transferor and the Transferee as the effective date of the transfer of the business pursuant to the Scheme and the Agreement;

“Transferee” means Danske Bank A/S;

“Transferor” means National Irish Bank Limited.

3.         I approve of the Scheme.

4.         All books and other documents which would before the Transfer Date have been evidence in respect of any matter relating to the business 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.

5.         (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 business 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 that Act applies by virtue of subparagraph (a) 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 any such book 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.

6.         (1)        In respect of the business, the Transferor shall, at the request of the Transferee, execute all instruments and do all such acts as may be necessary to transfer the properties vested immediately before the Transfer Date in the Transferor as trustee, executor, guardianor 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.

7.         On and from the Transfer Date all of the Transferor's rights, title, benefit and interest in and to, and all its obligations and liabilities under, all shares owned by it in the subsidiaries on that date shall be transferred to and vested or be deemed to have been transferred to and vested in the Transferee.

8.         On and from the Transfer Date all of the Transferor's rights, title, benefit and interest in and to, and all its obligations and liabilities under, the properties and all other assets (if any) of the Transferor which are on that date located in or on the properties and which pertain to or are used in relation to the business shall be transferred to and vested or be deemed to have been transferred to and vested in the Transferee.

9.         On and from the Transfer Date all of the Transferor's rights, title, benefit and interest in and to, and all its obligations and liabilities under, all intellectual property owned by, licensed to or to which the Transferor is otherwise entitled and which pertain to or are used in relation to the business shall be transferred to and vested or be deemed to have been transferred to and vested in the Transferee.

10.       (1)        Subject to paragraph (2), each asset, property or right held or owned by the Transferor, or to which the Transferor is entitled, each contract and arrangement in force or effect to which the Transferor is a party and each liability or obligation to which the Transferor is subject, which is referred to or is of the type described in Schedule 1 to the Agreement, as at the Transfer Date, shall on the Transfer Date be transferred to and assumed by or be deemed to have been transferred to and assumed by the Transferee and shall as and from that date become an asset, property, right, contract, arrangement, liability or obligation (as the case may be) of the Transferee, with the same rights and subject to the same obligations and incidents as would have been applicable thereto if such asset, property, right, contract, arrangement, liability or obligation (as the case may be) of the Transferor had continued without the substitution herein provided for, and the Transferee and each and every other party to or affected by any such asset, property, right, contract, arrangement, liability or obligation shall be bound by the terms and conditions of or applicable to such asset, property, right, contract, arrangement, liability or obligation in every way as if the Transferee were party thereto or affected thereby in substitution for the Transferor.

(2)        Paragraph (1) does not apply to any asset, property, right, contract, arrangement, liability or obligation of the type described in Schedule 2 or Schedule 3 to the Agreement held or owned by or which binds or benefits the Transferor, as at the Transfer Date, and each such asset, property, right, contract, arrangement, liability and obligation shall remain held or owned by, binding on or of benefit to the Transferor and, as applicable, any other party.

 

GIVEN under my Official Seal,

23 January 2007.

/images/seal.jpg

 

 

Brian Cowen

Minister for Finance.

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 National Irish Bank Limited to Danske Bank A/S in accordance with the transfer scheme submitted to the Minister for Finance. 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.