TNAG-1355-FCO40-1796-Constitutional-development-in-Hong-Kong-1985 — Page 197

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Supplementary provisions.

Ord. No. 43/85

LLOYDS BANK (MERGER)

fiduciary capacity, shall, on and from the appointed day, be construed and have effect, so far as the context permits, as if for any reference therein (whether original or by the operation of the Lloyds & Bolsa International Bank Act 1972) to LBİ, other than a reference (however worded and whether express or implied) to terms and conditions of LBI or to a scale of fees of LBI, there were substituted a reference to Lloyds.

(3) No testamentary gift shall be adeemed by reason only of the operation of any of the provisions of this Ordinance.

6. Without prejudice to the generality of the foregoing provisions but subject to any provision of this Ordinance to the contrary effect, the following provisions of this section shall have effect with respect to matters within Hong Kong or subject to the laws of Hong Kong—

(a) Every contract to which LBI is a party (whether in writing or not) shall have

effect on and from the appointed day as if-

(i) Lloyds had been a party thereto instead of LBI;

(ii) for any reference (however worded and whether express or implied) to LBI there were substituted, as respects anything falling to be done on or after the appointed day, a reference to Lloyds;

(iii) any reference (however worded and whether express or implied) to the directors or to any director, officer or employee of LBI were, as respects anything falling to be done on or after the appointed day, a reference to the directors of Lloyds or, as the case may require, to such director, officer or employee of Lloyds as Lloyds may appoint for that purpose or, in default of appointment, to the director, officer or employee of Lloyds who cor- responds as nearly as may be to the first-mentioned director, officer or employee; and

(iv) where the contract relates to property or liabilities which are for the time being only partly vested in Lloyds, the contract, to the extent to which it is enforceable by and against LBI, constituted two separate contracts, one of which is enforceable by and against Lloyds as regards the part of the property or liabilities so vested in it and not as regards the other part, and the other of which is enforceable by and against LBI as regards the part of the property or liabilities not so vested in Lloyds and not as regards the other part.

(b) Paragraph (a)(ii) and (iii) shall apply to any statutory provision, to any provision of any existing contract to which LBI was not a party and to any provision of any other existing document (not being a contract or a will) as they apply to a contract to which that paragraph applies:

Provided that those sub-paragraphs shall not apply to any existing authorization or exemption under any enactment regulating the carrying on of the business of LBI.

(c) Any account between LBI and a customer shall, on the appointed day, become an account between Lloyds and the customer subject to the same conditions and incidents as theretofore; and such account shall be deemed for all purposes to be a single continuing account:

Provided that nothing in this Ordinance shall affect any right of Lloyds or of the customer to vary the conditions or incidents subject to which any account is kept.

(d) Any existing instruction, order, direction, mandate, power of attorney, authority, undertaking or consent given to LBI (whether in writing or not and whether or not in relation to an account) shall have effect, on and from the appointed day, as if given to Lloyds.

(e) Any negotiable instrument or order for payment of money drawn on or given to, or accepted or endorsed by, LBI, or payable at any place of business of LBI, whether so drawn, given, accepted or endorsed before,

LLOYDS BANK (MERGER)

Ord. No. 43/85

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on or after the appointed day, shall have the same effect on and from the appointed day, as if it had been drawn on, or given to, or accepted or endorsed by Lloyds, or were payable at the same place of business of Lloyds.

(f) The custody of any document or record, goods or other thing held by LBI as bailee shall pass to Lloyds on the appointed day, and the rights and obligations of LBI under any contract of bailment relating to any such document or record, goods or thing shall on that day become rights and obligations of Lloyds.

(g)

(i) Any security held immediately before the appointed day by LBI, or by a nominee or agent of or trustee for LBI, as security for the payment or discharge of any liability shall, on and from the appointed day, be held by, or, as the case may require, by that nominee, agent or trustee for, Lloyds, and be available to Lloyds (whether for its own benefit or, as the case may be, for the benefit of any other person) as security for the payment or discharge of that liability;

(ii) in relation to any security vested in Lloyds in accordance with the provisions of this Ordinance and any liabilities thereby secured, Lloyds shall be entitled to the rights and priorities and be subject to the obligations and incidents to which LBI would have been entitled and subject if it had continued to hold the security;

(iii) without prejudice to the generality of sub-paragraph (ii), in any case where any existing liability subsists between LBI and Lloyds in respect of which LBI or Lloyds, or a nominee or agent of or trustee for LBI or Lloyds, holds security, that liability shall, for the purpose of enforcing or realising that security, be deemed to continue in effect notwithstanding the vesting in Lloyds of the undertaking or any part thereof;

(iv) any security referred to in sub-paragraph (i), (ii) or (iii) and which extends to future advances or liabilities shall, on and from the appointed day, be available to Lloyds (whether for its own benefit or, as the case may be, for the benefit of any other person) as security for the payment or discharge of future advances and future liabilities to the same extent and in the same manner in all respects as future advances by, or liabilities to, LBI or, as the case may be, Lloyds were secured thereby immediately before that day.

(h) Where by virtue of this Ordinance any right or liability of LBI is deemed to become a right or liability of Lloyds, Lloyds and all other persons shall, on and from the appointed day, have the same rights, powers and remedies (and in particular the same rights and powers as to taking or resisting legal proceedings or making or resisting applications to any authority) for ascertaining, perfecting or enforcing that right or liability as if it had at all times been a right or liability of Lloyds; and any legal proceedings or application to any authority existing or pending immediately before the appointed day by or against LBI may be continued by or against Lloyds.

(i) Any judgment or award obtained by or against LBI and not fully satisfied before the appointed day shall on that day, to the extent to which it is enforceable by or against LBI, become enforceable by or against Lloyds.

7. (1) Section 6(a) shall apply to a contract for the employment of any Contracts of person by LBI; and employment with LBI and Lloyds under any such contract shall employment. be deemed for all purposes to be a single continuing employment.

(2) No director, secretary or auditor of LBI shall by virtue only of this Ordinance become a director, secretary or, as the case may be, auditor of Lloyds.

8. (1) The trust deeds and rules constituting or relating to the fund established Pensions. in Hong Kong and known as the Lloyds Bank International Limited Staff Provident Fund shall, on and from the appointed day, be construed and have effect, so far as the context permits, as if for any reference therein to LBI there were substituted a reference to Lloyds.