TNAG-1769-FCO40-2523-Hong-Kong-mergers-involving-banks-and-other-financial-instit-1988 — Page 197

MAR.12 '88 12:44 CLIFFORD CHANCE

CLIFFORD CHANCE

THE MERGED FIRM OF CÓWARD CHANGE AND CLIPRORO-TURNER

P.025

1.3

There

STAMP DUT

is до intention to avoid Stamp Duty by means of this Ordinance, nor do we believe that Stamp Duty is thereby avoided.

2.

THE BILL

The follo ing are the main points addressed by the Bill (and we Also comment CA some of the technical expressions which are aot, perhaps, self-planatory)

2.1 The preamble is intended to set out the background in German

law to the merger of Deutsche Bank and DB Asia.

2.2 Clause 4 is the heart of the bill. By this, OB Asia's undertaking is deemed for the purposes of Hong Kong law to have vested in and have been assumed by Deutsche Bank, The remainder of the bill tidies up and reconfirms points detail or uncertainty.

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2.3 Clause 5 deals with trust property and wills. Clause 5(3) is to allow for the possibility of a testator leaving property to DB Asia by will. Under the principle of ademption, if DB Asia disappears from existence, that testamentary gift would fall into residue and not (were it not for this clause 5(3)) be substituted by a gift to Deutsche Bank.

2.4 Clause 6(b) deals with the position where a contract exists to which DB Asia was 100 2 party but where DE Asia is nevertheless mentioned therein, for instance where DB Asia iş a reference bank in a loan agreement. It is thus ac example the sort of matter which cannot satisfactorily be dealt with in any way other than by a private ordinance,

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Dankorta

2.5 The proviso to clause 5(c) breservAR tha right A

Bank and the customer to vary any agreements where DB Asia or the customer already has such right,

2.6 Clause 8 deals with DB Asia's existing provident fund.

2.7 Clause 11 allows for a production of a government printer's copy of the ordinance to be conclusiva evidence of the vesting of any Property and liabilities of DB Asia in Deutsche Bank. Clause 11(2) removes the necessity to produce such government printer's copy in most cases,

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1.8 Clause 12 provides for certain technicalities of land law

which otherwise might affect Deutsche Bank's rights. particular, clause 12(a) allows a landlord to oppose Ад application for newy tenancy which he might otherwise be barred from opposing by reason of only having purchased OZ created his interest within the previous twelve months.

Clifford Chanca