Bank of Adelaide Merger Act 1980 (Qld)

834 `Qttc^tt s[2ttT1r ANNO VICESIMO NONO ELIZABETHAE SECUNDAE REGINAE No. 55 of 1980 An Act to supplement by legislation of the State of Queensland The Bank of Adelaide (Merger) Act, 1980 of the State of South Australia , which provides for the transfer to Australia and New Zealand Banking Group Limited of the undertaking of The Bank of Adelaide and for the transfer to Australia and New Zealand Savings Bank Limited of the undertaking of The Bank of Adelaide Savings Bank Limited and for other purposes , and to provide for related purposes [ASSENTED TO 25TH S EPTEMBER, 1980]

Bank of Adelaide Merger Act 1980, No. 55 835 Preamble. WHEREAS The Bank of Adelaide became a wholly owned subsidiary of the Australia and New Zealand Banking Group Limited in pursuance of a scheme of arrangement having effect from 30 November 1979: AND WHEREAS The Bank of Adelaide Savings Bank Limited is a wholly owned subsidiary of The Bank of Adelaide and Australia and New Zealand Savings Bank Limited is a wholly owned subsidiary of Australia and New Zealand Banking Group Limited: AND WHEREAS it is expedient in the interest of efficiency in banking that the banking business conducted by The Bank of Adelaide should be transferred to Australia and New Zealand Banking Group Limited and the banking business conducted by The Bank of Adelaide Savings Bank Limited should be transferred to Australia and New Zealand Savings Bank Limited: AND WHEREAS by The Bank of Adelaide (Merger) Act, 1980 of the State of South Australia provision is made for the transfer to Australia and New Zealand Banking Group Limited of the undertaking of The Bank of Adelaide and for the transfer to Australia and New Zealand Savings Bank Limited of the undertaking of The Bank of Adelaide Savings Bank Limited and for other purposes: AND WHEREAS it is expedient that the transfers of the banking business conducted in the State of Queensland be effected by Act of the Parliament: BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:- 1. Short title . This Act may be cited as the Bank of Adelaide Buerger Act 1980. 2. Commencement . (1) Section 1 and this section shall come into operation on the day this Act is assented to by the Governor. (2) Subject to subsection (1), this Act shall come into operation on the day appointed therefor by Proclamation. 3. Act binds the Crown . This Act binds the Crown. 4. Interpretation . In this Act, save where a contrary intention appears- " ANZ " means Australia and New Zealand Banking Group Limited; " ANZ Savings Bank " means Australia and New Zealand Savings Bank Limited; " BOA " means The Bank of Adelaide; " BOA Savings Bank " means The Bank of Adelaide Savings Bank Limited;

836 Bank of Adelaide Merger Act 1980, No. 55 " excluded assets " means- (a) documents required to be kept by BOA or BOA Savings Bank pursuant to the Companies Act 1961-1979; (b) land held, immediately before the date of commencement of this Act, by BOA or BOA Savings Bank otherwise than by way of security; " instrument " means an instrument (other than this Act) that creates, evidences, modifies, or extinguishes rights or liabilities and includes any judgment, order or process of a court; " land " includes an estate or interest in land, or an interest in respect of land; " legal proceedings " includes an arbitration; " liabilities " includes duties and obligations; " merging savings banks " means BOA Savings Bank and ANZ Savings Bank; " merging trading banks " means BOA and ANZ; property " means real and personal property; rights " includes powers and privileges; " security " means a mortgage or charge (whether legal or equitable), debenture, bill of exchange, promissory note, guarantee, lien, pledge or other security for the payment of money or for the discharge of an actual or contingent liability; " transferred employee " means an officer or employee of BOA who becomes an officer or employee of ANZ pursuant to this Act; " undertaking " in relation to BOA or BOA Savings Bank means- (a) all property of the- relevant bank (other than excluded assets); (b) all rights and liabilities of the relevant bank (other than rights and liabilities relating to excluded assets). 5. Vesting of undertakings . (1) Upon the commencement of this Act- (a) the undertaking of BOA is vested in ANZ; and (b) the undertaking of BOA Savings Bank is vested in ANZ Savings Bank. (2) Upon and after the commencement of this Act- (a) a reference to BOA in any instrument made or executed before such commencement shall (save to the extent that the instrument relates to an excluded asset and unless the context otherwise requires) be read and construed as a reference to ANZ; and (b) a reference to BOA Savings Bank in any instrument made or executed before such commencement shall (save to the extent that the instrument relates to an excluded asset and unless the context otherwise requires) be read and construed as a reference to ANZ Savings Bank.

Bank of Adelaide Merger Act 1980, No. 55 837 (3) An instrument relating to property that has vested in ANZ or ANZ Savings Bank pursuant to this section shall, if it be executed by ANZ or, as the case may be, ANZ Savings Bank and is otherwise in registrable form, be registered by the person charged with keeping the appropriate register notwithstanding that the relevant bank has not been registered as proprietor or owner of that property in the appropriate register. 6. Endorsement of titles etc. The- (a) Registrar of Titles, in the case of lands subject to the provisions of the Real Property Act 1861-1980 and securities in or over such lands and dealings with such lands; (b) person or authority charged with registering instruments of title to lands not subject to the provisions of that Act and securities in or over such lands and dealings with such lands; (c) person or authority charged with registering securities other than securities relating to lands referred to in paragraph (a) or (b) and dealings with such securities, has power and authority to make or cause to be made, and upon the written request of ANZ or, as the case may be, ANZ Savings Bank shall make or cause to be made any necessary entries and endorsements in the appropriate register or other record or titles, securities or dealings, and has power and authority to do all such other acts and things as he thinks to be necessary or desirable, to give full effect to the vesting pursuant to this Act of the lands and securities in question in ANZ or, as the case may be, ANZ Savings Bank. 7. Protection of persons in respect of dealings with excluded assets. (1) Neither- (a) any person dealing with ANZ or ANZ Savings Bank or BOA or BOA Savings Bank; nor (b) the Registrar of Titles or any person charged with registering or certifying title to land or any person authorized or required to examine or receive evidence as to title to land, shall, in respect of any, dealing or transaction entered into or purporting to be entered into by the relevant bank- (c) be concerned to establish or enquire whether property the subject of the dealing or transaction is an excluded asset; or (d) be affected by any notice (other than express notice) that property the subject of the dealing or transaction is an excluded asset. (2) If any dealing or transaction is entered into by ANZ or ANZ Savings Bank with any person in relation to an excluded asset it shall be deemed in favour of that person that ANZ or, as the case may be, ANZ Savings Bank has full power and authority to enter into that dealing or transaction as if the excluded asset had vested in ANZ or, as the case may be , ANZ Savings Bank pursuant to this Act.

838 Bank of Adelaide Merger Act 1980, No. 55 This subsection does not apply where the person with whom the dealing or transaction is entered into has express notice that the dealing or transaction relates to an excluded asset. (3) Nothing in this section affects the liability of ANZ or ANZ Savings Bank in respect of anything done or purporting to be done in relation to an excluded asset. 8. Transitional provisions concerning trading banks. Without prejudice to the generality of other provisions of this Act the following provisions shall have effect upon and after the commencement of this Act:- (a) an instruction, mandate or authority given to BOA and subsisting at such commencement shall be deemed to have been given to ANZ; (b) a security held by BOA as security for a debt or other liability owed to BOA shall be available to ANZ as security for the discharge of that debt or liability and, where the security extends to future debts or liabilities, shall be available as security for the discharge of debts or liabilities owed to ANZ and incurred upon or after the commencement of this Act; and in relation to a security ANZ shall be entitled to all rights and priorities and shall be subject to all liabilities to which BOA would have been entitled or subject if this Act had not been passed; (c) all rights and liabilities of BOA as bailee of documents or chattels shall be transferred to and assumed by ANZ; (d) a negotiable instrument or order for payment of money drawn on or given to or accepted or endorsed by BOA or payable at any place of business of BOA shall have the same effect upon and after the commencement of this Act as if it had been drawn on or given to or accepted or endorsed by ANZ or was payable at the place of business of ANZ nearest to the place at which it would have been payable if this Act had not been passed ; (e) no legal proceedings commenced before the commencement of this Act by or against BOA shall abate or be otherwise prejudiced by reason of this Act. 9. Transitional provisions concerning savings banks. Without prejudice to the generality of other provisions of this Act the following provisions shall have effect upon and after the commencement of this Act:- (a) an instruction, mandate or authority given to BOA Savings Bank and subsisting at such commencement shall be deemed to have been given to ANZ Savings Bank; (h) a security held by BOA Savings Bank as security for a debt or other liability owed to BOA Savings Bank shall be available to ANZ Savings Bank as security for the discharge of that debt or liability and, where the security extends to future debts or liabilities, shall be available as security for the discharge

Bank of Adelaide Merger Act 1980, No. 55 839 of debts or liabilities owed to ANZ Savings Bank and incurred upon or after the commencement of this Act ; and in relation to a security ANZ Savings Bank shall be entitled to all rights and priorities and shall be subject to all liabilities to which BOA Savings Bank would have been entitled or subject if this Act had not been passed ; (c) all rights and liabilities of BOA Savings Bank as bailee of documents or chattels shall be transferred to and assumed by ANZ Savings Bank; (d) a negotiable instrument or order for payment of money drawn on or given to or accepted or endorsed by BOA Savings Bank or payable at any place of business of BOA Savings Bank shall have the same effect upon and after the commencement of this Act as if it had been drawn on or given to or accepted or endorsed by ANZ Savings Bank or was payable at the place of business of ANZ Savings Bank nearest to the place at which it would have been payable if this Act had not been passed, (e) no legal proceedings commenced before the commencement of this Act by or against BOA Savings Bank shall abate or be otherwise prejudiced by reason of this Act. 10. Exercise of rights of occupancy . (1) Where, under the provisions of a lease, licence or other agreement, BOA or BOA Savings Bank has rights in respect of the occupation or use of land, those rights may be exercised by ANZ or, as the case may be , ANZ Savings Bank notwithstanding that there has not been any assignment, transfer, underletting or other disposition by BOA or BOA Savings Bank. (2) For the purposes of a lease, licence or other agreement relating to the occupation or use of land, BOA or BOA Savings Bank does not part with possession of land by permitting ,ANZ or ANZ Savings Bank to exercise rights under subsection (1) in respect of the land. 11. Continuity of legal proceedings . (1) While BOA remains a subsidiary of ANZ- (a) where either of the merging trading banks is served with a document the other shall beydeemed ^to have been duly served with it as well at the time and place at which the service was effected; (b) legal proceedings that have been commenced by or against either of the merging trading banks may be continued by or against the other; and (c) a judgment or order obtained by or against either of the merging trading banks may be enforced by or against the other. (2) While BOA Savings Bank remains a subsidiary of ANZ- (a) where either of the merging savings banks is served with a document the other shall be deemed to have been duly served with it as well at the time and place at which the service was effected ;

840 Bank of Adelaide Merger Act 1980, No. 55 (b) legal proceedings that have been commenced by or against either of the merging savings banks may be continued by or against the other; and (c) a judgment or order obtained by or against either of the merging savings banks may be enforced by or against the other. 12. Evidence . A document that could, before the commencement of this Act, have been given in evidence for or against the interests of BOA or BOA Savings Bank may, upon or after the commencement of this Act, be given in evidence for or against the interests of ANZ or, as the case may be, ANZ Savings Bank. 13. Officers and employees . Notwithstanding any other provision of this Act- (a) upon the commencement of this Act each employee of BOA shall become an employee of ANZ on terms and conditions identical with the terms and conditions of his former employment with BOA and with the benefit of all rights accrued in respect of that employment; (b) The Bank of Adelaide Provident Fund established pursuant to deed of trust dated 25 July 1918 shall continue in existence for the benefit of transferred employees and their dependants until it is terminated pursuant to the rules governingthe fund; (c) a transferred employee acquires no rights in respect of a pension scheme provident fund or officer guarantee fund of ANZ existing before the commencement of this Act; (d) a director, secretary or auditor of BOA or BOA Savings Bank does not by virtue of this Act become a director, secretary or auditor of ANZ or ANZ Savings Bank.