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CAP. 1138] Royal Bank of Scotland [1985 Ed.

Originally 51 of 1985.

CHAPTER 1138

ROYAL BANK OF SCOTLAND

To provide for the transfer of the undertaking of The Royal Bank of Scotland public limited company to RBSG public limited company; and for purposes connected therewith.

[26 July 1985.]

Preamble.

WHEREAS-

(a) The Royal Bank of Scotland public limited company (hereinafter called "Royal Bank of Scotland") was incorporated by a Royal Charter granted by His Majesty King George the First dated 31 May 1727 under the name "The Royal Bank of Scotland", was subsequently registered under Part VIII of the United Kingdom Companies Act 1948 as a company limited by shares under the name "The Royal Bank of Scotland Limited" and re-registered under the United Kingdom Companies Act 1980 as a public limited company and is now registered under Part XI of the Companies Ordinance as an oversea company;

(b) RBSG public limited company (hereinafter called "the Bank") is a public company incorporated under the United Kingdom Companies Acts 1948 to 1980 as a company limited by shares formed with the object (amongst others) of carrying on, in the United Kingdom, Hong Kong and elsewhere, the business of banking and is registered under Part XI of the Companies Ordinance as an oversea company;

(c) it is expedient, in connection with a worldwide merger of the respective undertakings of Royal Bank of Scotland and Williams & Glyn's Bank public limited company, that the said undertakings should be transferred to the Bank;

(d) the Royal Bank of Scotland Act 1985 has been passed in the United Kingdom for the purpose of effecting the transfer of the said undertakings to the Bank (in so far as the same can be effected by United Kingdom legislation) and for the purpose of changing the name of Royal Bank of Scotland to "The Royal Bank of Scotland (1727) Limited" and changing the name of the Bank to "The Royal Bank of Scotland public limited company"; and

(e) it is expedient that, in connection with the said worldwide merger, the Hong Kong business of Royal Bank of Scotland and that part of the undertaking of Royal Bank of Scotland which is governed by Hong Kong law or the transfer of which is governed by Hong Kong law or which...