S.I. No. 38/2004 - Central Bank Act 1971 (Approval of Scheme of the Investment Bank of Ireland Limited and The Governor and Company of the Bank of Ireland) Order 2004

WHEREAS the Investment Bank of Ireland Limited (in the following Order referred to as the Transferor), having its registered office at Lower Baggot Street, Dublin 2 and being the holder of a licence under the Central Bank Act 1971 (No. 24 of 1971), has agreed with the Governor and Company of the Bank of Ireland (in the following Order referred to as the Transferee), having its principal place of business at Lower Baggot Street, Dublin 2 and being the holder of a licence under the said Act, to transfer to the Transferee the banking business to which the licence of the Transferor relates.

AND WHEREAS on 12 December 2003, 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 12 December 2003:

I, Charlie McCreevy, Minister for Finance, after consultation with the Central Bank and Financial Services Authority 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 the Investment Bank of Ireland Limited and the Governor and Company of the Bank of Ireland) Order 2004.

2. In this Order—

“Minister” means the Minister for Finance;

“Scheme” means the scheme submitted to the Minister for his approval by the Transferor and the Transferee pursuant to section 33 of the Central Bank 1971 (No. 24 of 1971) and the agreement between the Transferor and the Transferee dated the 12 December 2003;

“transfer date” means 12 April 2004 (or such later date as may be agreed by the Transferor and the Transferee in writing);

“Transferee” means the Governor and Company of the Bank of Ireland;

“Transferor” means the Investment Bank of Ireland Limited.

3. The Minister approves of the Scheme.

4. 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.

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 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 purposes of Section 4 of the Bankers’ Books Evidence Act 1879, any book to which that 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 therein 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 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.

7. (1) Any contract of guarantee, indemnity, letters of credit or other contract of suretyship undertaken by the Transferor with any person in the course of or incidental to the banking business of the Transferor agreed to be transferred shall be transferred or deemed to have been transferred to the Transferee on the transfer date and shall become as 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 or 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.

(2) Any contract, as defined in the agreement, entered into in the course of or incidental to or relating to the banking business and any securities in respect of that business between the Transferor and any other party shall be transferred to and assumed by or deemed to have been transferred to and assumed by the Transferee on the transfer date and shall become as and from that date a contract, arrangement or obligation (as the case may be) between the Transferee and that person with the same rights and subject to the same obligations and incidents as would have been applicable to it if such contract, arrangement or obligation (as the case may be) between the Transferor and such person had continued without the substitution duly provided for and the Transferee together with each and every other party to such contract, arrangement or obligation, shall be bound by its terms in every way as if the Transferee were party to it in substitution of the Transferor.

8. Any reference to the Investment Bank of Ireland Limited in any statute or statutory instrument shall be construed as a reference to the Governor and Company of the Bank of Ireland.

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 The Investment Bank of Ireland Limited to The Governor and Company of the Bank of Ireland 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.