Australia and New Zealand Banking Group Act 1970

Cited as:1970 c. v
Jurisdiction:UK Non-devolved


Australia and New Zealand Banking Group Act 1970

1970 c. v

An Act to provide for the transfer to Australia and New Zealand Banking Group Limited of the undertakings of Australia and New Zealand Bank Limited and The English, Scottish and Australian Bank, Limited and for other purposes incidental thereto and consequential thereon and to provide for the incorporation of Australia and New Zealand Savings Bank Limited in the State of Victoria in the Commonwealth of Australia, for the cesser of application to that company of provisions of the Companies Acts 1948 to 1967 consequent upon such incorporation; and for other purposes incidental thereto.

[15th May 1970]

Australia and New Zealand Banking Group c. ? 1 Act 1970 ELIZABETH II 1970 CHAPTER v An Act to provide for the transfer to Australia and New Zealand Banking Group Limited of the undertakings of Australia and New Zealand Bank Limited and The English, Scottish and Australian Bank, Limited and for other purposes incidental thereto and consequential thereon and to provide for the incorporation of Australia and New Zealand Savings Bank Limited in the State of Victoria in the Commonwealth of Australia, for the cesser of application to that company of provisions of the Companies Acts 1948 to 1967 consequent upon such incorporation; and for other purposes incidental thereto. [15th May 1970] whereas- (1) Australia and New Zealand Bank Limited (hereafter referred to as " A.N.Z."), Australia and New Zealand Banking Group Limited (hereafter referred to as" the Bank "), Australia and New 2 c. t Australia and New Zealand Banking Group Act 1970 Zealand Savings Bank Limited (hereafter referred to as " the Savings Bank ") and The English, Scottish and Australian Bank, Limited (hereafter referred to as " E.S.A.") are companies within the meaning of the Companies Acts 1948 to 1967 and are companies limited by shares: A.N.Z. and E.S.A. each carry on the business of banking: The Savings Bank carries on the business of a savings bank in the Commonwealth of Australia and elsewhere: The Savings Bank is a wholly-owned subsidiary of A.N.Z.: (5) By a scheme of arrangement sanctioned under section 206 1948 c. 38. of the Companies Act 1948 and which took effect on 23rd June, 1969, A.N.Z. and E.S.A. became wholly-owned subsidiaries of the Bank: The said scheme of arrangement was proposed with a view to the merger of the undertakings of A.N.Z. and E.S.A.: It is expedient in the interests of efficient and effective banking that the said merger should occur and that it should occur by means of a transfer of the said undertakings to the Bank: It is further expedient that the said transfer should be effected economically and without interference with the conduct and continuity of the business of banking: It is further expedient that the said undertakings should be transferred as provided in this Act and that the other provisions contained in this Act relative thereto and consequential thereon should be enacted: Having regard to the fact that the area of operation of the Savings Bank is largely in the Commonwealth of Australia, certain advantages would accrue to the Savings Bank if the Savings Bank were incorporated under the laws of the State of Victoria in the Commonwealth of Australia instead of under the laws of England and such incorporation would give the Savings Bank greater flexibility in the pursuit of its objectives in the Commonwealth of Australia: No procedure exists whereby the registration of a company to which the Companies Acts 1948 to 1967 apply can be transferred from England to another country: Procedure by way of winding up and dissolution of the Savings Bank and the transfer of assets to a new company incorporated in the State of Victoria in the said Commonwealth would involve loss of the identity of the Savings Bank and the disturbance of its financial structure and existing contracts and interfere with the continuity of its operations, with considerable attendant expense and inconvenience: Australia and New Zealand Banking Group c. ? 3 Act 1970 It is expedient that the Savings Bank should become incorporated in the State of Victoria in the said Commonwealth and that subsequently the provisions of the Companies Acts 1948 to 1967 (with the exception of those provisions which apply to oversea companies) should cease to apply to the Savings Bank: The purposes of this Act cannot be effected without the authority of Parliament: May it therefore please Your Majesty that it may be enacted, and be it enacted, by the Queen's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows: Part I Preliminary This Act may be cited as the Australia and New Zealand Short title. Banking Group Act 1970. This Act shall be divided into Parts as follows: Division of Act into Part I.Preliminary. Parts. Part II.Transfer of undertakings of Australia and New Zealand Bank Limited and The English, Scottish and Australian Bank, Limited. Part III.Incorporation of Australia and New Zealand Savings Bank Limited in the State of Victoria in the Commonwealth of Australia. Part IV.General. 3.(1) In this Act " enactment" means an enactment in this Enactments. Act or in any general or local Act or in any order, rule or regulation made under any Act. (2) Any reference in this Act to any enactment shall be construed as a reference to that enactment as applied, extended or amended by or by virtue of any subsequent enactment including any enactment in this Act. 4. In this Act, unless the subject or context otherwise requires interpretation. " the appointed day " means such day as may be appointed under section 5 (Appointed day) of this Act; " the Bank " means Australia and New Zealand Banking Group Limited; c. v Australia and New Zealand Banking Group Act 1970 Part I " excluded assets" means ~con- (a) any document required to be kept by an existing bank pursuant to the provisions of the Companies Acts 1948 to 1967; shares in Esanda Limited; shares in A.N.Z. Investments Limited; any loan by an existing bank to A.N.Z. Investments Limited; shares in E.S. & A. Savings Bank Limited; (/) shares in Britannia Investment Company Pty. Limited; and (g) any land situate outside the United Kingdom which is vested in, belongs to or is held by an existing bank otherwise than in the capacity of trustee or by way of security; and " excluded asset" shall be construed accordingly; "the existing banks" means Australia and New Zealand Bank Limited and The English, Scottish and Australian Bank, Limited and " existing bank " shall be construed accordingly; " in the capacity of trustee " means (whether alone or jointly with any other person) as trustee or custodian trustee of any trust deed, settlement, covenant, agreement or will and whether originally so appointed or not, and whether appointed under hand or seal or by order of any court or otherwise howsoever; as executor of the will of a deceased person; as administrator of the estate of a deceased person; as judicial trustee appointed by order of any court; or in any other fiduciary capacity whatsoever; " the indebtedness of an existing bank to the Bank " means and includes all debts whatsoever which shall be owing by that existing bank to the Bank immediately before the appointed day; " land " includes any estate, interest or right in, over or under land; " liabilities" means duties and obligations of every description but does not include any duty or obligation of an existing bank relating to an excluded asset; Australia and New Zealand Banking Group c. v 5 Act 1970 " property " means property and assets of every description Part I wheresoever situate of an existing bank, and includes cont. securities, rights and powers of every description, except any right or power of an existing bank relating to an excluded asset; " security " means a mortgage (whether legal or equitable), charge, debenture, bill of exchange, promissory...

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