St George Bank and Advance Bank Australia Act 1998 (Vic)

Version No. 003

St George Bank and Advance Bank Australia Act 1998

No. 51 of 1998

Version

incorporating amendments as at

28 May 2012

TABLE OF PROVISIONS

Section  Page

1Purpose

2Commencement

3Definitions

4Act to bind Crown

5Business names

6Payment of amount in lieu of State taxes and charges

7Certificates evidencing operation of Act or New South Wales regulation

8Interests in land

9Legal proceedings and evidence

10Act to have effect despite other laws

═══════════════

ENDNOTES

1.  General Information

2.  Table of Amendments

3.  Explanatory Details

Version No. 003

St George Bank and Advance Bank Australia Act 1998

No. 51 of 1998

Version

incorporating amendments as at

28 May 2012

Preamble

(1)Advance Bank Australia Limited is a company incorporated in New South Wales.

(2)St. George Bank Limited is a company incorporated in New South Wales.

(3)The companies have agreed to merge the banking businesses carried on by them.

(4)It is expedient to enact legislation to facilitate the merger of the banking businesses.

The Parliament of Victoria therefore enacts as follows:

1Purpose

The purpose of this Act is to facilitate the merger of Advance Bank Australia Limited with St. George Bank Limited.

2Commencement

This Act comes into operation on the day on which it receives the Royal Assent.

3Definitions

In this Act—

Advance Bank means Advance Bank Australia Limited (A.C.N. 002 953 335);

asset means property, or a right, of any kind, and includes—

(a)any legal or equitable estate or interest (whether present or future, vested or contingent, tangible or intangible), in real or personal property of any kind; and

(b)any chose in action; and

(c)any right, interest or claim of any kind, including rights, interests or claims in or in relation to property (whether arising under an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing); and

(d)any asset within the meaning of Part IIIA of the Income Tax Assessment Act 1936 of the Commonwealth.

chief executive officer, in relation to St George, means the officer having the day to day management of the affairs of St George and includes an officer acting from time to time in that capacity;

instrument includes a document and an oral agreement;

interest, in relation to land, includes—

(a)a legal or equitable estate or interest in the land; or

(b)a right, power or privilege over, or in relation to, the land;

liability includes a duty or obligation of any kind (whether arising under an instrument or otherwise, and whether actual, contingent or prospective);

New South Wales regulation means the Bank Mergers (Advance Bank) Regulation 1998 of New South Wales;

St George means St. George Bank Limited (A.C.N. 055 513 070);

translated asset means an asset that, under the New South Wales regulation, has become an asset of St George;

translated liability means a liability that, under the New South Wales regulation, has become a liability of St George.

4Act to bind Crown

This Act binds the Crown in right of Victoria and, so far as the legislative power of the Parliament permits, the Crown in all its other capacities.

5Business names

(1)St George may, in addition to any other name it is entitled to use, operate in this State under any of the following names (the permitted business names)—

(a)Advance Bank Australia;

(b)Bank of South Australia;

(c)BankSA.

(2)Until 30 November 1998, St George may also operate in this State under either of the following names—

(a)Advance Bank Australia Limited;

(b)BankSA, a Division of Advance Bank Australia Limited.

(3)This section does not prevent St George from registering any of the permitted business names, or any other name, under the Business Names Registration Act 2011 of the Commonwealth.

(4)In this section, a reference to operating under a name includes a reference to engaging in any conduct in respect of which, for the purpose of the Business Names Registration Act 2011 of the Commonwealth, that name would (but for subsection (1)) have been required to be registered.

6Payment of amount in lieu of State taxes and charges

(1)St George must pay to the Treasurer in lieu of all taxes, duties, charges or other imposts for which St George or Advance Bank would otherwise be liable under the law of this State as a result of, or in connection with—

(a)the vesting of any translated asset in, or transfer of any translated liability to, St George; or

(b)an application made, a debit or credit or other entry made, receipt given, or anything else done for acknowledging, evidencing or giving effect to the vesting of any translated asset in, or transfer of any translated liability to, St George—

an amount which, in the opinion of the Treasurer, is equal to the amount of those taxes, duties, charges or other imposts.

(2)If St George pays an amount referred to in subsection (1)—

(a)despite the provisions of any Act relating to the payment of taxes, duties, charges or other imposts, St George is not liable for any taxes, duties, charges or other imposts in respect of a vesting, transfer or other matter referred to in subsection (1) and an instrument effecting or evidencing any such vesting, transfer or other matter is not chargeable with any such taxes, duties, charges or other imposts; and

(b)no obligation arises under an Act for the assessment or imposition of stamp duty, financial institutions duty or debits tax—

(i)to lodge a statement or return relating to the vesting of any translated asset in, or transfer of any translated liability to, St George; or

(ii)to include information about the vesting or transfer in a statement or return.

(3)The Treasurer is to give a certificate to St George when satisfied that the sum due under subsection (1) has been paid stating that the sum due under that subsection has been paid.

(4)In this section, taxes, duties, charges or other imposts does not include amounts—

(a)payable to the Australian Securities Commission under the Corporations Law, the Corporations Regulations, the ASC Law or the ASC Regulations[1]; or

(b)payable to the Registrar of Titles or Registrar-General in respect of any act, dealing or other transaction relating to land.

7Certificates evidencing operation of Act or New South Wales regulation

(1)The chief executive officer of St George may, by certificate signed by the chief executive officer, certify any matter in relation to the operation or effect of this Act or the New South Wales regulation and, in particular, may certify that—

(a)a specified matter or thing relevant to St George is an aspect of the operation or effect of this Act or the New South Wales regulation; or

(b)a specified thing was done for a purpose connected with, or arising out of, the operation or effect of this Act or the New South Wales regulation in relation to St George; or

(c)a specified asset of Advance Bank has become a translated asset of St George; or

(d)a specified liability of Advance Bank has become a translated liability of St George; or

(e)a specified asset or liability of Advance Bank, being a liability or asset transferred to Advance Bank under the Bank of South Australia and Advance Bank Act 1996, has become a translated asset of St George.

(2)For all purposes and in all courts, tribunals and proceedings, a certificate under subsection (1) is conclusive evidence of the matters certified, except to the extent that the contrary is established.

8Interests in land

(1)Where any land of which Advance Bank is, or is deemed or taken to be, the registered proprietor is by virtue of the New South Wales regulation vested in St George, notwithstanding anything to the contrary in any written law or other law, St George is to be deemed to be the registered proprietor of the land for the purposes of the Transfer of Land Act 1958 and the land may be dealt with accordingly.

(2)On being requested to do so and on delivery of any relevant instrument or document and on payment of any relevant fees under the Transfer of Land Act 1958, the Registrar of Titles must make any recording in the Register that are necessary because of the operation of this Act.

(3)On being requested to do so and on production of any relevant instrument or document, the Registrar-General must make all entries on records of enrolment of any Crown grant and on any memorial relating to any land concerned that are necessary because of the operation of this Act.

9Legal proceedings and evidence

(1)Where, immediately before 1 April 1998, proceedings (including arbitration proceedings) to which Advance Bank was party were pending or existing in any court or tribunal, St George is, on that day, substituted for Advance Bank as a party to the proceedings and has the same rights in the proceedings as Advance Bank had.

(2)Where, before 1 April 1998, documentary or other evidence would have been admissible for or against the interest of Advance Bank, that evidence is admissible, on or at any time after that date, for or against the interests of St George.

10Act to have effect despite other laws

(1)This Act has effect despite anything in any contract, deed, undertaking, agreement or other instrument.

(2)Nothing done by or under this Act—

(a)places St George, Advance Bank or another person in breach of contract or confidence or otherwise makes any of them guilty of a civil wrong; or

(b)places St George, Advance Bank or another person in breach of—

(i)any law of Victoria; or

(ii)any contractual provision prohibiting, restricting or regulating the assignment or transfer of any asset or liability or the disclosure of any information; or

(c)fulfils any condition which allows a person to terminate or otherwise exercise a right or power under any agreement or liability; or

(d)releases any surety or other obligor, wholly or partly, from any liability, whether actual, contingent or prospective.

(3)Without limiting subsection (1), where, apart from this section, the advice or consent of a person would be necessary in any particular respect in order to give effect to this Act, the advice is taken to have been obtained or the consent is taken to have been given, as the case requires.

═══════════════

ENDNOTES

1.     General Information

Minister's second reading speech—

Legislative Assembly: 9 April 1998

Legislative Council: 30 April 1998

The long title for the Bill for this Act was "A Bill to facilitate the merger of Advance Bank Australia Limited with the St. George Bank Limited and for other purposes."

The St George Bank and Advance Bank Australia Act 1998 was assented to on 2 June 1998 and came into operation on 2 June 1998: section 2.

2.     Table of Amendments

This Version incorporates amendments made to the St George Bank and Advance Bank Australia Act 1998 by Acts and subordinate instruments.

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

Business Names (Commonwealth Powers) Act 2011, No. 79/2011

Assent Date:	21.12.11
Commencement Date:	S. 37 on 28.5.12: Special Gazette (No. 151) 8.5.12 p. 1
Current State:	This information relates only to the provision/s amending the St George Bank and Advance Bank Australia Act 1998

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––

3.     Explanatory Details

[1] S. 6(4)(a): See regulation 5 of the Corporations (Ancillary Provisions) Regulations 2011, S.R. No. 34/2011.