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Interests in
land.
(Cap. 7.)
S. NO. 6 TO GAZETTE NO. 8/1988
(2) Without prejudice to the generality of subsection (1)—
(a) any document made or executed on or after the appointed day, whereby Deutsche Bank or DB Asia, whether alone or jointly with any other person, conveys or transfers, or purports to convey or transfer, to any person (whether for consideration or not), or applies to be registered as the holder or proprietor of, any property held by DB Asia immediately before the appointed day, whether alone or jointly with any other person, shall be sufficient evidence that the interest of DB Asia in that property is deemed to be vested in Deutsche Bank under this Ordinance;
(b) where there is any other transaction or purported transaction by Deutsche Bank or DB Asia on or after the appointed day in connection with, or in relation to, any property or liabilities which are property or liabilities of DB Asia immediately before that day, it shall be deemed in favour of any other party to the transaction, or any person claiming through or under him, that Deutsche Bank has full power and authority for that transaction as if the property or liabilities were deemed to be vested in it under this Ordinance:
(c) a joint certificate given by or on behalf of DB Asia and Deutsche Bank before the appointed day, or a certificate given by or on behalf of Deutsche Bank on or after the appointed day, that any property or liability specified in the certificate (which property or liabilities immediately before the appointed day are property or liabilities of DB Asia) is at the date so specified deemed to be vested in Deutsche Bank under this Ordinance, shall be conclusive evidence for all purposes of the fact so certified;
(d) nothing in paragraphs (b) and (c) affects the liability of DB Asia and Deutsche Bank to the other of them in respect of anything done, or purporting to have been done, by either of them in connection with, or in relation to, any property or liabilities;
(e) in this section "convey" includes mortgage, charge, lease, assent, vest by way of vesting declaration or vesting instrument, disclaim, release or otherwise assure.
12. The deemed vesting in Deutsche Bank of an interest in land by virtue of this Ordinance shall not--
(a) constitute a purchase or creation of that interest for the purposes of section 119E(2) of the Landlord and Tenant (Consolidation) Ordinance; or
(b) constitute an assignment, transfer, devolution, parting with possession dealing with or other disposition of that interest for the purposes of any provision contained in any instrument concerning that interest; or
(c) give rise to any forfeiture; or
(d) invalidate or discharge any contract or security; or
(e) operate so as to merge any leasehold interest in the reversion
expectant on it.
S. NO. 6 TO GAZETTE NO. 8/1988
13. Nothing in this Ordinance shall exempt Deutsche Bank or DB Asia Saving for or any 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.
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 he 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.
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