Trustee Savings Banks Act, 1989

PART VII

Miscellaneous

Authorisation by Minister of reorganisation of trustee savings banks into companies.

57.—(1) In this section—

“company” and “reorganisation” shall be construed in accordance with subsection (3);

“order” means an order under subsection (2).

(2) The Minister may make an order for the purposes of this section and may make an order amending or revoking any order made under this section.

(3) (a) An order may authorise the reorganisation of one or more trustee savings banks into a company referred to in subparagraph (i) or (ii) of paragraph (c) and an order so doing may provide for the transfer to the company of all or part of the property and rights of the bank or banks concerned and of all of the liabilities or obligations thereof, including deposits in the bank or banks and the liabilities referable thereto, to the company.

(b) An order may authorise the reorganisation of a company referred to in the said subparagraph (i) into a company referred to in the said subparagraph (ii).

(c) In this subsection “company” means—

(i) a company the composition of the board of directors of which is controlled by the Minister or as respects which more than half in nominal value of its equity share capital and more than half in nominal value of its shares carrying voting rights are held by the Minister, or

(ii) a company the composition of the board of directors of which is controlled by a person or persons other than the Minister and as respects which more than half in nominal value of its equity share capital or more than half in nominal value of shares carrying voting rights are held by a person or persons other than the Minister,

and, for the purposes of subparagraph (i), the composition of the board of directors of a company shall be deemed to be controlled by a person or persons including the Minister in a case where, if the person or persons were a company, the composition of that board would be deemed, by virtue of section 155 (2) of the Act of 1963, to be controlled by the latter company.

(4) An order authorising the reorganisation of a trustee savings bank into a company referred to in subsection (3) (c) (i) may make provision for such matters as the Minister considers necessary or expedient for the purposes of the reorganisation and, in particular but without prejudice to the generality of the foregoing, shall provide—

(a) that the memorandum and articles of association of the company shall be in such form consistent with any orders for the time being in force as shall be approved of by the Minister and the Central Bank,

(b) that notwithstanding anything contained in the Companies Acts no alteration in the memorandum of association or articles of association of the company shall be valid or effectual unless made with the previous approval of the Minister and the Central Bank,

(c) for the allotment and issue to and the holding by the Minister of shares in the company and for the holding in trust for the Minister of any shares in the company held by a person other than the Minister,

(d) for authorising the Minister to take up by subscription from time to time shares in the company,

(e) for the exercise by the Minister, in respect of shares in the company held by him, of all or any of the rights and powers from time to time exercisable by the holder of such shares including, where such rights and powers are exercisable by attorney, the exercise by the Minister, if he so thinks proper, of such rights and powers by his attorney,

(f) for authorising the Minister to appoint persons to be directors of the company and to determine the remuneration of such directors and the other terms and conditions of their tenure of office as such directors,

(g) for the prohibition of the transfer or alienation by the Minister of shares in the company held by him otherwise than for the purpose of providing a person appointed or intended to be appointed to be a director of the company with the necessary qualification and the prohibition, in any event, of the transfer for the purpose aforesaid of any number of shares in the company that would reduce the numbers of shares in the company held by him to less than 51 per cent. of the shares of the company,

(h) for authorising the Minister to require a director of the company to transfer to a specified person, for the purpose mentioned in paragraph (g), a share or shares in the company held by the director, and

(i) for the charging on the Central Fund or the growing produce thereof of any money payable by the Minister for the allotment and issue of shares in the company to him and to persons who hold them in trust for him.

(5) An order providing for the transfer of any assets of a trustee savings bank to a company may provide for the transfer of specified assets of the bank to the Minister.

(6) (a) An order authorising the reorganisation of a company referred to in subparagraph (i) of subsection (3) (c) into a company referred to in subparagraph (ii) of that subsection shall make provision for the disposal by the Minister of the proceeds of any sale, placing or other disposal of shares in the first-mentioned company held by him or of any sale or disposal of assets of that company.

(b) An order authorising the reorganisation of a trustee savings bank into a company referred to in subsection (3) (c) (ii) may provide for the payment to the Minister of the proceeds or part of the proceeds of any sale, placing or other disposal of shares in the company or of any sale or other disposal of assets of the company and for the payment by the Minister into the Central Fund of any such proceeds paid to him.

(7) (a) If and for so long as a company is a company to which subsection (3) (c) (i) applies, this Act shall apply in relation to the company subject to any modifications or adaptations (including the adaptation of references to trustees and rules of trustee savings banks) that the Minister considers necessary or expedient and specifies in an order and any other necessary modifications and adaptations.

(b) If a company is a company to which subsection (3) (c) (ii) applies this Act (other than this section) shall not apply in relation to the company and the rights, liabilities and obligations referable to a deposit in the bank (being as respects a deposit, liabilities to return the deposit to the depositor and to pay interest on it (if it was payable) at the rate prevailing immediately before the reorganisation) shall become instead rights, liabilities and obligations incident to the relationship of customer and banker and shall be variable, and section 7 of the Central Bank Act, 1971 , shall apply in relation to the company, accordingly.

(8) An order may, for the purposes of a reorganisation, make such (if any) provision as the Minister, after consultation with the Central Bank, considers appropriate for the transfer of staff of the trustee savings bank concerned from employment with the bank to employment with the company concerned and from employment with a company referred to in subparagraph (i) of subsection (3) (c) to employment with a company referred to in subparagraph (ii) of that subsection and in relation to the terms and conditions of such employment with the company concerned.

(9) An order may, for the purposes of a reorganisation, provide for the dissolution and winding up of a trustee savings bank and may, for the purpose of the winding up, apply to it, with any necessary modifications, the provisions of the Companies Acts.

(10) Without prejudice to the foregoing, an order may make provision for such other matters including adaptation and modification, as respects the company concerned, of statutes and instruments made under statutes as the Minister considers necessary or expedient for the purposes of the reorganisation concerned and for enabling any such reorganisation to have full effect.

(11) A draft of any order proposed to be made shall be laid before each House of the Oireachtas and the order shall not be made until a resolution approving of the draft has been passed by each such House.