New South Wales Consolidated Regulations

BANK MERGERS (BANK OF MELBOURNE) 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 the Bank of Melbourne Limited ( "Bank of Melbourne") with Westpac Banking Corporation ( "Westpac").
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 Westpac will become the successor in law of the Bank of Melbourne on the succession day and liquidates and dissolves the Bank of Melbourne on that day. The provision makes it clear that Westpac is the universal successor of the Bank of Melbourne for all purposes, including private international law.

Clause 6 confirms that the assets and liabilities of the Bank of Melbourne vest in Westpac on the succession day.

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

Clause 8 provides that places of business of the Bank of Melbourne will be taken to be places of business of Westpac.

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

Clause 10 confirms that the staff of the Bank of Melbourne will become the staff of Westpac 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 and the secretary of the Bank of Melbourne cease to hold office on and from the succession day and are not by virtue only of the proposed Regulation directors or the secretary of Westpac.

Clause 12 makes it clear that customers and depositors of the Bank of Melbourne are to have the same relationship with Westpac.

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

Clause 14 requires Westpac, within three months after the succession day, to request that the Bank of Melbourne’s authority to carry on banking business in Australia be revoked.

Clause 15 enables Westpac to use the business name and other names of the Bank of Melbourne.

Part 3 Miscellaneous

Clause 16 prevents proposed Part 2 from operating unless the amount (if any) determined by the Treasurer for taxes, charges, rates, duties or other imposts in relation to the merger of the banks is paid. The Treasurer must give a certificate to the bank concerned when satisfied that the required amount has been paid or that no requirement is to be made.

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 Westpac to be the registered proprietor of any interest in land held by the Bank of Melbourne immediately before the succession day and prevents the Registrar-General and other persons from enquiring into whether Westpac has become the owner.

Clause 19 enables Westpac 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 the Bank of Melbourne 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 Westpac as the owner of any assets of which Westpac 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 established.

Clause 22 makes the public documents of the Bank of Melbourne public documents of Westpac for the purposes of sections 156 to 158 of the Evidence Act 1995.

Clause 23 construes references in Acts and other documents to the Bank of Melbourne and other previous bodies as references to Westpac.

Clause 24 makes it clear that the Regulation has effect despite anything in any contract, deed, undertaking, agreement or other instrument and prevents Westpac, the Bank of Melbourne 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 Westpac from having to comply with any Act relating to companies carrying on the business of banking.

Schedule 1 lists previous bodies for the purposes of proposed clause 23.

Historical notes

The following abbreviations are used in the Historical notes:

Table of amending instruments