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Ord. No. 43/85
LLOYDS BANK (MERGER)
L.S.
HONG KONG
No. 43 OF 1985
I assent.
David AKERS-JONES,
Acting Governor. 11 July 1985
An Ordinance to provide for the vesting in Lloyds Bank Plc of the undertaking of
Lloyds Bank International Limited; and for other related purposes.
LLOYDS BANK (MERGER)
Ord. No. 43/85
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"Lloyds" means Lloyds Bank Plc; "property" means property and assets of every description and rights of every description (whether present or future, actual or contingent), and includes property held on trust and securities, benefits and powers of every description; "security" includes a mortgage or charge (whether legal or equitable), debenture, bill of exchange, promissory note, guarantee, lien, pledge (whether actual or con- structive), hypothecation, assignment by way of security, indemnity, right of set-off, undertaking or other means of securing payment or discharge of a liability (whether present or future, actual or contingent);
"UK Act" means the Lloyds Bank (Merger) Act 1985;
(1985 c. ix)
"the undertaking" means the business and all existing property and liabilities of LBI of whatsoever nature, except documents required to be kept by LBI pursuant to the provisions of the Companies Acts 1948 to 1983 (as defined in the Companies (Beneficial Interests) Act 1983);
(1983 c. 50.)
Preamble.
WHEREAS
(1862 c. 89.)
(1967 c. 81.)
(Cap. 155.)
(1985 c. ix)
Short title.
Interpretation.
[12 July 1985]
(1) Lloyds Bank Plc (hereinafter called "Lloyds") is a public company incorpo-
rated under the Companies Act 1862 as a company limited by shares;
(2) Lloyds Bank International Limited (hereinafter called "LBI") is a private company incorporated under the Companies Acts 1948 to 1967 (as defined in the Companies Act 1967) as a company limited by shares under the name of Lloyds & Bolsa International Bank Limited and is a wholly-owned subsidiary of Lloyds;
(3) LBI is a bank licensed under the Banking Ordinance and carries on the
business of banking in Hong Kong and elsewhere;
(4) Lloyds carries on the business of banking in the United Kingdom and
elsewhere;
(5) for the better conduct of the business of the Lloyds group of companies, it is expedient that provision be made for the fusion of undertakings by which that business is carried on by vesting in Lloyds the undertaking of LBI and that that fusion of undertakings should be effected without interference with the conduct and continuity of that business;
(6) The Lloyds Bank (Merger) Act 1985 makes provision for such fusion; (7) it is expedient that provision be made for the effecting of such fusion in
Hong Kong:
NOW THEREFORE BE IT ENACTED by the Governor of Hong Kong, with the advice and consent of the Legislative Council thereof, as follows-
1.
This Ordinance may be cited as the Lloyds Bank (Merger) Ordinance 1985.
2. (1) In this Ordinance, unless the subject or context otherwise requires- "appointed day" means—
(a) the day appointed for the general purposes of the UK Act under section 3
thereof; or
(b) in relation to any part of the undertaking, the day appointed under section 3
of the UK Act for that part;
"customer" means any person having a banking account or other dealing, transaction
or arrangement with LBI or, as the case may be, Lloyds;
“existing" means existing, outstanding or in force immediately before the appointed
day;
"LBI" means Lloyds Bank International Limited;
"liabilities" includes duties and obligations of every description (whether present or
future, actual or contingent);
4:
“will” includes a codicil and any other testamentary writing.
(2) In sections 8, 9, 10 and 11 the appointed day is the day appointed for the general purposes of the UK Act.
(3) Any reference in this Ordinance to property or liabilities of LBI is a reference to property or liabilities to which LBI is for the time being entitled or subject (whether beneficially or in any fiduciary capacity), wherever such property or liabilities are situated or arise and whether or not capable of being transferred or assigned by LBI, and whether LBI is entitled or subject to the property or liabilities under the law of Hong Kong or under the law of any country or territory outside Hong Kong.
3. Lloyds shall give notice in the Gazette of the day appointed as the appointed Notice of day for the general purposes of the UK Act under section 3 thereof.
4.
It is declared that-
(a) subject to paragraph (b), on the appointed day for the general purposes of the UK Act, the undertaking shall, by virtue of the UK Act and without further assurance, be deemed for the purposes of Hong Kong law to have vested in Lloyds as if in all respects Lloyds were the same person in law as LBI;
(b) if, pursuant to section 4(3) of the UK Act, Lloyds appoints a day for the vesting of any part of the undertaking which is later than the appointed day for the general purposes of the UK Act, that part of the undertaking shall, by virtue of the UK Act and without further assurance, be deemed for the purposes of Hong Kong law to have vested in Lloyds on such later day.
appointed day.
Recognition of undertaking in vesting of LBI's Lloyds.
5. (1) Any property deemed to be vested in Lloyds by virtue of this Ordinance Trust property which immediately before the appointed day was held by LBI, whether alone or and wills. jointly with any other person, as trustee or custodian trustee of any trust deed, settlement, covenant, agreement or will (whether originally so appointed or not, and whether appointed under hand or seal, or by order of any court), or as executor of the will, or administrator of the estate, of a deceased person or as judicial trustee appointed by order of any court, or in any other fiduciary capacity, shall, on and from the appointed day, be held by Lloyds alone or, as the case may be, jointly with such other person, in the same capacity upon the trusts, and with and subject to the powers, provisions and liabilities, applicable thereto respectively.
(2) Any existing instrument or order of any court under or by virtue of which (whether alone or by the operation of the Lloyds & Bolsa International Bank Act (1972 c. vi) 1972) any property became vested in LBI in any such fiduciary capacity as is referred to in subsection (1) (including in the case of a will any grant of probate thereof), and any provision in such instrument or order, or any existing contract or arrangement, for the payment to, or retention by, LBI of remuneration for its services in any such