Commercial Banking Company of Sydney Limited Merger Act 1982 (Qld)

658 O ueeltStanb ANNO TRICESIMO PRIMO ELIZABETIIAE SECUNDAE REGINAE An Act to supplement by legislation of the State of Queensland The Commercial Banking Company of Sydney Limited ( Merger) Act, 1982 of the State of New South Wales which provides for the transfer to The National Bank of Australasia Limited of the under- taking of The Commercial Banking Company of Sydney Limited and for the transfer to The National Bank Savings Bank Limited of the undertaking of C.B.C. Savings Bank Limited and for other purposes, and to provide for related purposes [ASSENTED TO 15TH S EPTEMBER, 1982]

Commercial Banking Company of Sydney Limited Merger Act 1982 659 Preamble. WHEREAS The Commercial Banking Company of Sydney Limited became a wholly owned subsidiary of The National Bank of Australasia Limited in pursuance of schemes of arrangement under the provisions of the Companies Act, 1961 of the State of New South Wales having effect on and from 1 October 1981: AND WHEREAS C.B.C. Savings Bank Limited is a wholly owned subsidiary of The Commercial Banking Company of Sydney Limited and The National Bank Savings Bank Limited is a wholly owned subsidiary of The National Bank of Australasia Limited: AND WHEREAS it is expedient in the interests of efficiency in banking that the banking business conducted by The Commercial Banking Company of Sydney Limited should be transferred to The National Bank of Australasia Limited and the banking business conducted by C.B.C. Savings Bank Limited should be transferred to The National Bank Savings Bank Limited : AND WHEREAS by The Commercial Banking Company of Sydney Limited (Merger ) Act, 1982 of the State of New South Wales provision is made for the transfer to The National Bank of Australasia Limited of the undertaking of The Commercial Banking Company of Sydney Limited and for the transfer to The National Bank Savings Bank Limited of the undertaking of C.B . C. Savings Bank Limited and for the vesting in National Nominees Limited of all property held by Commercial Nominees Pty. Limited as trustee: AND WHEREAS it is intended that the Crown shall compound each and every debt or claim it may have against The National Bank of Australasia Limited, The Commercial Banking Company of Sydney Limited, The National Bank Savings Bank Limited and C.B . C. Savings Bank Limited or any one or number of them in respect of stamp duty, fees and other charges that would have otherwise been payable to it, by acceptance of payment of a sum of money in lieu of stamp duty, fees and other charges: AND WHEREAS it is expedient that the transfers of the undertakings and the vesting of all property in 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 Commercial Banking Company of Sydney Limited Merger Act 1982. 2. Commencement . (1) Section 1 and this section shall commence on the day on which this Act is assented to for and on behalf of Her Majesty. (2) Except as provided by subsection (1), this Act shall commence on a day appointed by proclamation.

660 Commercial Banking Company of Sydney Limited Merger Act 1982 3. Act binds the Crown . This Act binds the Crown. 4. Interpretation . In this Act, unless the contrary intention appears- appointed day " means the day on which this Act commences ; " CBC " means The Commercial Banking Company of Sydney Limited; " CBC Savings Bank " means C.B.C. Savings Bank Limited; " continuing bank " means The National Bank of Australasia Limited; " continuing savings bank " means The National Bank Savings Bank Limited; " excluded assets " means- (a) documents required by law to be kept by CBC or CBC Savings Bank ; (b) prescribed securities held, immediately before the appointed day, by or on behalf of CBC or CBC Savings Bank otherwise than by way of security; and (c) land held, immediately before the appointed day, by or on behalf of CBC or CBC Savings Bank otherwise than by way of security; " instrument " means an instrument (other than this Act) which creates, evidences, modifies or extinguishes rights or liabilities or would do so if it or a copy thereof were lodged, filed or registered under any Act or other law and includes any judgment, order and process of a court; " land " includes any estate or interest in land, and any interest in respect of land; " legal proceedings " includes an arbitration; " liabilities " means all liabilities, duties and obligations, whether actual, contingent or prospective; " prescribed securities " means securities within the meaning of the Securities Industry (Queensland) Code; " property " means property of every kind whether tangible or intangible, real or personal, corporeal or incorporeal and without limiting the generality of the foregoing includes choses in action, goodwill, rights, interests and claims of every kind in or to property, whether arising from, accruing under, created or evidenced by or the subject of an instrument or otherwise and whether liquidated or unliquidated, actual, contingent or prospective; rights " means all rights, powers, privileges and immunities, whether actual, contingent or prospective; " security " means a mortgage or charge (whether legal or equitable), debenture, bill of exchange, promissory note, guarantee, indemnity, lien, pledge or other security for the

Commercial Banking Company of Sydney Limited Merger Act 1982 661 payment of money or for the discharge of any other liability, and includes an agreement or undertaking to give or execute any of the foregoing whether upon demand or otherwise; " transferred employee " means an employee of CBC who becomes an employee of the continuing bank in pursuance of this Act; " undertaking " in relation to CBC or CBC Savings Bank, means- (a) all property of the relevant bank (apart from excluded assets); and (b) all rights and liabilities of the relevant bank (apart from rights and liabilities relating to excluded assets). 5. Vesting of undertakings of merging bank and savings bank. (1) Upon the appointed day- (a) the undertaking of CBC is vested in the continuing bank; and (b) the undertaking of CBC Savings Bank is vested in the continuing savings bank. (2) Upon and after the appointed day- (a) a reference to CBC in any instrument made, passed or executed before that day shall (except to the extent, if any, that the instrument relates to an excluded asset and unless the context otherwise requires) be read and construed as a reference to the continuing bank; (b) a reference to CBC Savings Bank in any instrument made, passed or executed before that day shall (except to the extent, if any, that the instrument relates to an excluded asset and unless the context otherwise requires) be read and construed as a reference to the continuing savings bank; and (c) a reference to the holder for the time being of a particular office (other than the office of a director, secretary or auditor) within CBC or CBC Savings Bank in any instrument made or executed before that day shall be read and construed as a reference to a person for the time being holding office as Managing Director of the continuing bank or such other officer of the continuing bank or the continuing savings bank as is designated from time to time by a Managing Director of the continuing bank or by any other officer acting under delegation from him. (3) Upon and after the appointed day-- (a) any place of business of CBC wherever located shall be deemed to be a place of business of the continuing bank; and (b) any place of business of CBC Savings Bank wherever located shall be deemed to be a place of business of the continuing savings bank.

662 Commercial Banking Company of Sydney Limited Merger Act 1982 (4) An instrument relating to property that has vested in the continuing bank or the continuing savings bank pursuant to this section shall, if it be executed by the continuing bank or the continuing savings bank, as the case may be, and is otherwise in registerable 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. (5) Where for any reason- (a) a liability to CBC immediately before the appointed day remains a liability to CBC upon or after that day; or (b) a liability to CBC Savings Bank immediately before the appointed day remains a liability to CBC Savings Bank upon or after that day, CBC or CBC Savings Bank, as the case may be, shall have and may enforce the same rights in respect of that liability (including rights under any security relating thereto) as if this Act had not been passed. 6. 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 appointed day:- (a) an instruction, order, direction, mandate or authority given to CBC and subsisting immediately before the appointed day (not being one relating to an excluded asset) shall be deemed to have been given to the continuing bank; (b) an instrument given or addressed to CBC upon or after the appointed day (not being one relating to an excluded asset) shall be deemed to have been given or addressed to the continuing bank; (c) a security held by CBC as security for a debt or other liability to CBC incurred before the appointed day shall be available to the continuing bank as security for the discharge of that debt or liability and, where the security extends to future or prospective debts or liabilities, shall be available as security for the discharge of debts owed to or liabilities to the continuing bank which are incurred upon or after the appointed day; and in relation to a security the continuing bank shall be entitled to all the rights and priorities (howsoever arising) and shall be subject to all liabilities to which CBC would have been entitled or subject if this Act had not been passed; (d) all the rights and liabilities of CBC as bailee of documents or chattels shall be transferred to and assumed by the continuing bank; (e) a negotiable instrument or order for payment of money which before, upon or after the appointed day is drawn on or given to or accepted or endorsed by CBC or payable at a place of business of CBC shall have the same effect upon and after the

Commercial Banking Company of Sydney Limited Merger Act 1982 663 appointed day as if it had been drawn on or given to or accepted or endorsed by the continuing bank instead of CBC or was payable at the place of business of the continuing bank which the firstmentioned place of business is by this Act deemed to be; (f) the relationship between CBC and a customer or depositor shall become the same relationship between the continuing bank and the customer or depositor and the same rights and liabilities (including rights of set-off) shall exist between the continuing bank and the customer or depositor as existed immediately before the appointed day between CBC and the customer or depositor; (g) all contracts, agreements, conveyances, deeds, leases, licences, instruments, undertakings and notices (whether or not in writing) entered into by, made with, given to or by or addressed to CBC (whether alone or with any other person) before the appointed day and in effect immediately before the appointed day (except to the extent that they relate to an excluded asset) shall, to the extent that they were previously binding on and enforceable by, against or in favour of CBC, be binding on and enforceable by, against or in favour of the continuing bank as fully and effectually in every respect as if, instead of CBC, the continuing bank had been the person by whom they were entered into, with whom they were made, to or by whom they were given or to whom they were addressed, as the case may be; (h) no legal proceedings commenced before the appointed day by, against or in favour of CBC shall abate or be otherwise prejudiced by reason of this Act; (i) nothing effected by this Act- (i) shall be regarded as placing CBC or the continuing bank in breach of contract or confidence or as otherwise making either of them guilty of a civil wrong; (ii) shall be regarded as placing either of them in breach of any Act or other law or contractual provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information; or (iii) shall release any surety wholly or in part from all or any of his obligations; and (j) nothing done or suffered by CBC or the continuing bank pursuant to this Act (not being something effected by this Act)- (i) shall be regarded as a breach of contract or confidence or otherwise as a civil wrong; (ii) shall be regarded as a breach of any Act or other law or contractual provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information ; or

664 Commercial Banking Company of Sydney Limited Merger Act 1982 (iii) shall release any surety wholly or in part from all or any of his obligations, if it would not have had that effect had it been done or suffered by CBC in the absence of this Act. 7. 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 appointed day:- (a) an instruction, order, direction, mandate or authority given to CBC Savings Bank and subsisting immediately before the appointed day (not being one relating to an excluded asset) shall be deemed to have been given to the continuing savings bank; (b) an instrument given or addressed to CBC Savings Bank upon or after the appointed day (not being one relating to an excluded asset) shall be deemed to have been given or addressed to the continuing savings bank; (c) a security held by CBC Savings Bank as security for a debt or other liability to CBC Savings Bank incurred before the appointed day shall be available to the continuing savings bank as security for the discharge of that debt or liability and, where the security extends to future or prospective debts or liabilities, shall be available as security for the discharge of debts owed to or liabilities to the continuing savings bank which are incurred upon or after the appointed day; and in relation to a security the continuing savings bank shall be entitled to all the rights and priorities (howsoever arising) and shall be subject to all liabilities to which CBC Savings Bank would have been entitled or subject if this Act had not been passed; (d) all the rights and liabilities of CBC Savings Bank as bailee of documents or chattels shall be transferred to and assumed by the continuing savings bank; (e) a negotiable instrument or order for payment of money which before, upon or after the appointed day is drawn on or given to or accepted or endorsed by CBC Savings Bank or payable at a place of business of CBC Savings Bank shall have the same effect upon and after the appointed day as if it had been drawn on or given to or accepted or endorsed by the continuing savings bank instead of CBC Savings Bank or was payable at the place of business of the continuing savings bank which the firstmentioned place of business is by this Act deemed to be; (f) the relationship between CBC Savings Bank and a customer or depositor shall become the same relationship between the continuing savings bank and the customer or depositor and the same rights and liabilities (including rights of set-off) shall exist between the continuing savings bank and the customer or depositor as existed immediately before the appointed day between CBC Savings Bank and the customer or depositor;

Commercial Banking Company of Sydney Limited Merger Act 1982 665 (g) all contracts, agreements, conveyances, deeds, leases, licences, instruments, undertakings and notices (whether or not in writing) entered into by, made with, given to or by or addressed to CBC Savings Bank (whether alone or with any other person) before the appointed day and in effect immediately before the appointed day (except to the extent that they relate to an excluded asset) shall, to the extent that they were previously binding on and enforceable by, against or in favour of CBC Savings Bank, be binding on and enforceable by, against or in favour of the continuing savings bank as fully and effectually in every respect as if, instead of CBC Savings Bank, the continuing savings bank had been the person by whom they were entered into, with whom they were made, to or by whom they were given or to whom they were addressed, as the case may be; (h) no legal proceedings commenced before the appointed day by, against or in favour of CBC Savings Bank shall abate or be otherwise prejudiced by reason of this Act; (i) nothing effected by this Act- (i) shall be regarded as placing CBC Savings Bank or the continuing savings bank in breach of contract or confidence or as otherwise making either of them guilty of a civil wrong; (ii) shall be regarded as placing either of them in breach of any Act or other law .or contractual provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information; or (iii) shall release any surety wholly or in part from all or any of his obligations; and (j) nothing done or suffered by CBC Savings Bank or the continuing savings bank pursuant to this Act (not being something effected by this Act)- (i) shall be regarded as a breach of contract or confidence or otherwise as a civil wrong; (ii) shall be regarded as a breach of any Act or other law or contractual provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information; or (iii) shall release any surety wholly or in part from all or any of his obligations, if it would not have had that effect had it been done or suffered by CBC Savings Bank in the absence of this Act. 8. Exercise of rights of occupancy . (1) Where, under the provisions of a lease, licence or other contract or agreement, CBC or CBC Savings Bank has rights in respect of the occupation or use of land, being an excluded asset, those rights may, notwithstanding that there has been no assignment, transfer, underletting or other disposition by CBC or CBC Savings Bank, be exercised by the continuing bank or the continuing savings bank, as the case may be. 22

666 Commercial Banking Company of Sydney Limited Merger Act 1982 (2) For the purposes of a lease, licence or other contract or agreement relating to the occupation or use of land, CBC or CBC Savings Bank does not part with possession of land by permitting the continuing bank or the continuing savings bank, as the case may be, to exercise rights under subsection (1) in respect of the land. 9. Continuity of legal proceedings . (1) Legal proceedings to which CBC or CBC Savings Bank was a party immediately before the appointed day may be continued by or against the continuing bank or the continuing savings bank, as the case may be. (2) A judgment, order or award obtained by or against CBC or CBC Savings Bank in legal proceedings commenced before the appointed day may be enforced by or against the continuing bank or the continuing savings bank, as the case may be. 10. Evidence . (1) Documentary or other evidence which would have been admissible for or against the interests of CBC or CBC Savings Bank if this Act had not been passed shall be admissible for or against the interests of the continuing bank or the continuing savings bank, as the case may be. (2) Notwithstanding the transfer of the undertakings of CBC and CBC Savings Bank to the continuing bank and the continuing savings bank, the provisions of Division 6 of Part V of the Evidence Act1977-1981 shall continue to apply with respect to the books of account of CBC and CBC Savings Bank and to entries made in those books of account before the appointed day. (3) In subsection (2) " books of account " has the same meaning as in Division 6 of Part V of the Evidence Act1977-1981. 11. Officers and employees . Notwithstanding any other provision of this Act- (a) upon the appointed day each employee of CBC shall cease to be an employee of CBC and shall become an employee of the continuing bank but, for the purposes of every Act and other law, award, determination, contract and agreement relating to the employment of each such employee, his contract of employment shall be deemed to be unbroken and the period of his service with CBC shall be deemed to have been a period of service with the continuing bank; (b) the terms and conditions of the employment of each transferred employee with the continuing bank shall- (i) upon the appointed day (and thereafter until varied) be identical with the terms and conditions of his employment with CBC immediately before the appointed day and be capable of variation in the same manner as they were immediately before that day; and

Commercial Banking Company of Sydney Limited Merger Act 1982 667 (ii) subject to any Act or other law, award or determination relating to those terms and conditions, also be capable of variation in the same manner as the general terms and conditions of employment of other persons employed by the continuing bank are capable of variation; (c) a transferred employee shall not be entitled to receive any payment or other benefit by reason only of his ceasing by virtue of this Act to be an employee of CBC; (d) nothing in this Act, other than paragraph (c), affects rights or liabilities under any provident, benefit, superannuation or retirement fund or scheme relating to employees of CBC; and (e) a director, secretary or auditor of CBC or CBC Savings Bank does not, by virtue of this Act, become a director, secretary or auditor of the continuing bank or the continuing savings bank. 12. Appointment of new trustee. (1) Upon the appointed day all property held, immediately before that day, by Commercial Nominees Pty. Limited as trustee shall be vested in National Nominees Limited to be held as trustee upon the same trusts subsisting immediately before that day. (2) Upon and after the appointed day- (a) Commercial Nominees Pty. Limited shall be wholly discharged as trustee of all the property vested by virtue of this section in National Nominees Limited ; (b) National Nominees Limited shall have the same powers, authorities and discretions in relation to each such trust as Commercial Nominees Pty. Limited had immediately before that property was so vested; and (c) a reference to Commercial Nominees Pty. Limited in any instrument made or executed before the appointed day and relating to property so vested shall, unless the context otherwise requires, be read and construed as a reference to National Nominees Limited. (3) Any discharge or appointment of a trustee and vesting of property by virtue of this section shall have effect notwithstanding anything t^ the contrary in any instrument or in any other Act or law. (4) In this section , a reference to Commercial Nominees Pty. Limited holding as trustee includes a reference to Commercial Nominees Pty. Limited acting as a trustee as defined in the Trusts Act1973-1981 and as a custodian trustee, a nominee and a person charged with the management or administration of property.

668 Commercial Banking Company of Sydney Limited Merger Act 1982 13. Endorsement of titles etc. The- (a) Registrar of Titles, in the case of lands subject to the provisions of the Real Property Act 1861-1981 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 paragraphs (a) or (b) and dealings with such securities, has power and authority to make or cause to be made any necessary entries and endorsements in the appropriate register or other record of 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 the continuing bank, the continuing savings bank or, as the case may be, National Nominees Limited. 14. Company to register holder of shares , etc. (1) Where prescribed securities are by virtue of this Act vested in the continuing bank, the continuing savings bank or National Nominees Limited, a certificate signed by a Managing Director of the continuing bank or by an officer acting under delegation from him stating that the prescribed securities have so vested shall, notwithstanding any other Act or law or the provisions of any instrument, be deemed to be a sufficient duly stamped instrument of transfer of those prescribed securities. (2) Subsection (1) applies only to and in respect of prescribed securities- (a) which, when vested in the continuing bank or the continuing savings bank, will be held by way of security; or (b) which are vested in National Nominees Limited by the operation of section 12. 15. Company charges. If the provisions of section 206 (1) of the Companies Act1981 of the Commonwealth apply in accordance with the provisions of the Companies (Application of Laws) Act1981 as laws of Queensland upon the appointed day, those provisions shall be deemed to have been complied with in respect of all charges to which those provisions apply of which the continuing bank or the continuing savings bank becomes the holder by virtue of this Act if there is lodged in the manner specified in paragraph (a) of that subsection a certificate signed by a Managing Director of the continuing bank or by an officer acting under delegation from him stating that by virtue of this Act the undertaking of CBC has become vested in the continuing bank and the undertaking of CBC Savings Bank has become vested in the continuing savings bank.

Commercial Banking Company of Sydney Limited Merger Act 1982 669 16. Protection of persons in respect of dealings with excluded assets. (1) No person dealing- (a) with the continuing bank or CBC (in any capacity whatsoever); or (b) with the continuing savings bank or CBC Savings Bank (in any capacity whatsoever), nor the Registrar of Titles, nor any other person registering or certifying title to land or having the power or duty 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 continuing bank, the continuing savings bank, CBC or CBC Savings Bank, be concerned to see or enquire into whether any property the subject of the dealing or transaction (whether or not that property is land) is or is not an excluded asset, or be affected by any notice, express, implied or constructive, that any such property is or is not an excluded asset. (2) If any dealing or transaction is entered into by the continuing bank or the continuing savings bank with any person, in relation to or in connexion with an excluded asset, it shall be deemed in favour of that person and any person claiming through or under him that the continuing bank or the continuing savings bank, as the case may be, has full power and authority to enter into that dealing or transaction as if the excluded asset had vested in the continuing bank or the continuing savings bank, as the case may be, under this Act. (3) If any dealing or transaction is entered into by CBC or CBC Savings Bank with any person, in relation to or in connexion with any property which has vested in the continuing bank or the continuing savings bank, as the case may be, under this Act, it shall be deemed in favour of that person and any person claiming through or under him that CBC or CBC Savings Bank, as the case may be, has full power and authority to enter into that dealing or transaction as if the property were an excluded asset. (4) Nothing in this section affects the liability of the continuing bank, the continuing savings bank , CBC or CBC Savings Bank to any other of them in respect of anything done, or purporting to have been done, by the continuing bank, the continuing savings bank , CBC or CBC Savings Bank, as the case may be, in relation to or in connexion with an excluded asset or any other property. 17. Stamp duty and other fees. In respect of the vesting in pursuance of this Act of the undertakings of CBC in the continuing bank or of CBC Savings Bank in the continuing savings bank- (a) any stamp duties or other amounts which might, but for this section, be payable under the Stamp Act1894-1982; and (b) any registration fees which might, but for this section, be payable under the Real Property Act 1861-1981 or in the case

670 Commercial Banking Company of Sydney Limited Merger Act 1982 of lands and securities not subject to that Act, payable under such other Acts providing for the registration of dealings with such lands and securities, shall not be payable.