New South Wales Consolidated Regulations

BANK MERGERS (ADVANCE BANK) REGULATION 1998 - NOTES

His Excellency the Governor, with the advice of the Executive Council, has made the following Regulation under the Bank Mergers Act 1996.
Treasurer

Explanatory note

The object of this Regulation is to provide for the merger of Advance Bank Limited ( "Advance Bank") with St.George Bank Limited ( "St.George").
The Regulation is made pursuant to the powers contained in sections 4-6 of the Bank Mergers Act 1996.

Outline of provisions

Part 1 Preliminary

Clause 1 specifies the name of the Regulation.

Clause 2 provides for the commencement of the Regulation.

Clause 3 defines certain words and expressions used in the Regulation.

Clause 4 provides that this explanatory note and the table of contents do not form part of the Regulation.

Part 2 Bank reorganisation

Clause 5 provides that St.George will become the successor in law of Advance Bank on the succession day and dissolves Advance Bank on that day. The provision makes it clear that St.George is the universal successor of Advance Bank for all purposes, including private international law.

Clause 6 confirms that the assets and liabilities of Advance Bank vest in St.George on the succession day.

Clause 7 continues the effect of instruments to which Advance Bank was a party, as if St.George were referred to in the instruments.

Clause 8 provides that places of business of Advance Bank will be taken to be places of business of St.George.

Clause 9 substitutes St.George as a party in existing legal proceedings instead of Advance Bank and provides for evidence in proceedings to be admissible against St.George in the same way it was admissible against Advance Bank before the succession day.

Clause 10 confirms that the staff of Advance Bank will become the staff of St.George without affecting their continuity or conditions of service or any rights to leave or that are related to superannuation or retirement benefits.

Clause 11 provides that directors of Advance Bank cease to hold office on and from the succession day and are not by virtue only of the proposed Regulation directors of St.George.

Clause 12 makes it clear that customers and depositors of Advance Bank are to have the same relationship with St.George.

Clause 13 requires St.George to do whatever is necessary to ensure that proposed Part 2 (which provides for St.George to be the successor of Advance Bank) is effective, particularly in relation to its business outside New South Wales.

Clause 14 requires St.George, within one month after the succession day, to request that Advance Bank’s authority to carry on banking business in Australia be revoked.

Clause 15 enables St.George to use business names associated with Advance Bank and its predecessors.

Part 3 Miscellaneous

Clause 16 prevents proposed Part 2 from operating unless the amount (if any) determined by the Treasurer for taxes, charges, duties or other imposts in relation to the merger of the banks is paid. The Treasurer may give a certificate to the bank concerned when satisfied that the required amount has been paid.

Clause 17 empowers an authorised person to certify certain matters for the purposes of the proposed Act, including matters relating to assets or acts done for such purposes.

Clause 18 deems St.George to be the registered proprietor of any interest in land held by Advance Bank immediately before the succession day and prevents the Registrar-General from enquiring into whether St.George has become the owner.

Clause 19 enables St.George to comply with the requirements of the Corporations Law for notice of change of ownership of charges to be given in respect of all charges of Advance Bank by lodging a certificate signed by an authorised person.

Clause 20 requires a person or authority who has, under New South Wales law, responsibility for keeping a register of assets to register St.George as the owner of any assets of which St.George has become the owner by virtue of the proposed Act, if a certificate by an authorised person is given to that effect.

Clause 21 provides that a document purporting to be a certificate under the proposed Part is taken to be such a certificate and to have been properly given, unless the contrary is proved.

Clause 22 makes the public documents of Advance Bank public documents of St.George for the purposes of sections 156 to 158 of the Evidence Act 1995.

Clause 23 construes references in Acts and other documents to Advance Bank as references to St.George.

Clause 24 makes it clear that the Regulation has effect despite anything in any contract, deed, undertaking, agreement or other instrument and prevents St.George, Advance Bank or any other person from being in breach of a law of New South Wales, a contractual provision or other condition because of the operation of the Regulation. The provision also makes it clear that the Regulation does not exempt St.George from having to comply with any Act relating to companies carrying on the business of banking.

Historical notes

The following abbreviations are used in the Historical notes:

Table of amending instruments