CONFIDENTIAL
FM FCO
TO DESKBY 15010OZ HONG KONG
TELNO 703
OF 14124OZ MARCH 88
CONFIDENTIAL
007500
MDHOAN 1856
FOR ALLCOCK, ATTORNEY-GENERAL'S CHAMBERS, FROM FIFOOT MY TELNO 692: DEUTSCHE BANK MERGER) BILL
1.
2.
CLIFFORD CHANCE CHONG KONG) HAS FAXED ME COPIES OF
A)
B)
C)
-
DRAFT AMENDMENTS TO PREAMBULAR PARAGRAPH 9 AND CLAUSE
4 OF THE BILL:
VARIOUS MEMORANDA BY THE GENERAL COUNSEL AND DEPUTY GENERAL COUNSEL OF DEUTSCHE BANK, THE MERGER AGREEMENT, AND THE MINUTES OF A SHAREHOLDERS MEETING:
CLIFFORD CHANCE'S OWN MEMORANDUM ON THE EFFECT IN HONG
KONG LAW OF THE MERGER.
I HAVE DISCUSSED THE DRAFTING WITH JEREMY CARVER OF CLIFFORD CHANCE'S LONDON OFFICE, AND HAVE PROPOSED TO HIM THE FOLLOWING AMENDED FORMULAE FOR THOSE REFERRED TO IN PARA 1(A)
ABOVE:
3.
REPLACE PARA 9 OF THE PREAMBLE AS FOLLOWS:
QUOTE IT IS EXPEDIENT TO MAKE PROVISION TO FACILITATE SUCH MERGER INSOFAR AS IT RELATES TO THAT PART OF THE UNDERTAKING OF D B ASIA WHICH IS GOVERNED BY HONG KONG LAW, OR THE TRANSFER OF WHICH IS GOVERNED BY HONG KONG LAW
OR WHICH IS DERIVED FROM THE HONG KONG BUSINESS OF
D B ASIA SEMI-COLON UNQUOTE
REPLACE CLAUSE 4 AS FOLLOWS
QUOTE 4. ON THE APPOINTED DAY THAT PART OF THE UNDERTAKING
OF D B ASIA WHICH IS GOVERNED BY HONG KONG LAW OR A TRANS-
FER OF WHICH IS GOVERNED BY HONG KONG LAW OR WHICH IS DERIVED FROM THE HONG KONG BUSINESS OF D B ASIA, SHALL BE DEEMED FOR THE PURPOSES OF HONG KONG LAW TO BE TRANSFERRED TO, AND VEST IN, DEUTSCHE BANK TO THE INTENT THAT DEUTSCHE BANK SHALL SUCCEED TO SUCH PART OF THE UNDERTAKING OF D B
ASIA AS IF IN ALL RESPECTS DEUTSCHE BANK WERE THE SAME
PERSON IN LAW AS D B ASIA. UNQUOTE.
IN ADDITION I HAVE SUGGESTED THAT THE LONG TITLE OF THE
BILL SHOULD COMMENCE:
4 -
QUOTE PROVIDE FOR FACILITATING THE VESTING
UNQUOTE
IN ORDER TO UNDERLINE THE POINT THAT THE BILL DOES NOT
ITSELF PROVIDE FOR THE MERGER BUT GIVES EFFECT TO IT. THOSE AMENDMENTS WILL, I HOPE, CURE THE EXTRATERRITORIALITY
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