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DEUTSCHE BANK (MERGER) BILL 1988
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Nothing in this Ordinance shall exempt Deutsche Bank or DB Asia or other subsidiary of Deutsche Bank or DB Asia from the provisions of enactments any enactment regulating the carrying on of the business of any of them.
Saving for
concerning banking institutions.
14. Nothing in this Ordinance shall prejudice the powers of Deutsche Saving for Bank to alter its memorandum and articles of association or to dispose of, companies. or deal with, its property, security or liabilities or to carry on or discontinue any part of its business; and nothing in this Ordinance shall prejudice the powers of DB Asia to dispose of, or deal with, its property, security or liabilities before the appointed day.
15. Nothing in this Ordinance shall affect or be deemed to affect the Saving. rights of Her Majesty the Queen, Her Heirs or Successors, or the rights of any body politic or corporate or of any other persons except such as are mentioned in this Ordinance and those claiming by, from or under them.
Explanatory Memorandum
The purpose of this Bill is to make provision in Hong Kong for the merger of the undertaking of Deutsche Bank Aktiengesellschaft and that of Deutsche Bank (Asia) Aktiengesellschaft. Deutsche Bank (Asia) Aktienge- sellschaft is a bank licensed under the Banking Ordinance and is a wholly owned subsidiary of Deutsche Bank Aktiengesellschaft. Both companies are organised under the law of the Federal Republic of Germany and are to be merged pursuant to the provisions of the FRG Stock Corporation Act (Aktiengesetz).
This Bill provides for the vesting of the undertaking of Deutsche Bank (Asia) Aktiengesellschaft in Deutsche Bank Aktiengesellschaft on the day that the merger is given effect under FRG law by the Commercial Register of the District Court of Frankfurt am Main (clause 4) and contains a number of supplementary provisions relating, inter alia, to the effect of the vesting in relation to trusts and wills (clause 5) the relationship with customers, borrowers, employees and other third parties (clauses 6 to 8) and evidence (clauses 9 to 11).
CLIFFORD CHANCE, Solicitors for
Deutsche Bank Aktiengesellschaft.