Queensland Bills Queensland Bills[Index] [Search] [Download] [Related Items] [Help]
This is a Bill, not an Act. For current law, see the Acts databases.
Queensland
BANK MERGER (BANKSA
AND ADVANCE BANK) BILL
1996
Queensland
BANK MERGER (BANKSA AND
ADVANCE BANK) BILL 1996
TABLE OF PROVISIONS
Section Page
PART 1--PRELIMINARY
1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2 Commencement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4 Act binds the Crown . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
PART 2--VESTING OF BSAL's UNDERTAKING IN ABAL
5 Vesting of undertaking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6 Transitional provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7 Direct payment orders to accounts transferred to BSAL . . . . . . . . . . . . . . . 9
8 Registration of title, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
9 Exclusion of obligation to inquire . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
PART 3--STAFF
10 Transfer of staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
11 Directors, secretaries and auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
PART 4--MISCELLANEOUS
12 State taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Evidence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Effect of things done or allowed under Act . . . . . . . . . . . . . . . . . . . . . . . . . . 13
15 Name in which ABAL carries on business . . . . . . . . . . . . . . . . . . . . . . . . . . 14
16 Regulation-making power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
17 Attachment--schedule of South Australian Act . . . . . . . . . . . . . . . . . . . . . . 14
18 Application of Acts Interpretetion Act 1954, s 20A . . . . . . . . . . . . . . . . . . . 14
19 Expiry of Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2
Bank Merger (BankSA and Advance Bank)
ATTACHMENT TO BANK MERGER
(BANKSA AND ADVANCE BANK)
ACT 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SCHEDULE OF SOUTH AUSTRALIAN ACT
1996
A BILL
FOR
An Act to provide for the merger of the Bank of South Australia
Limited with Advance Bank Australia Limited and for related
purposes
s1 4 s3
Bank Merger (BankSA and Advance Bank)
The Parliament of Queensland enacts-- 1
PART 1--PRELIMINARY 2
title 3
Short
1. This Act may be cited as the Bank Merger (BankSA and Advance 4
Bank) Act 1996. 5
6
Commencement
2.(1) This Act, other than sections 3 and 12,1 commences on the 7
commencement of the South Australian Act. 8
(2) Despite subsection (1), if the South Australian Act commences 9
before the date of assent of this Act, this Act commences on the date of 10
assent. 11
(3) However, if at the time this Act would otherwise commence under 12
subsection (1) or (2) the gazette notice mentioned in section 12(4) has not 13
been published in the gazette, this Act, other than sections 3 and 12, 14
commences on the day the notice is published in the gazette. 15
(4) Sections 3 and 12 commence on the date of assent of this Act. 16
(5) The Acts Interpretation Act 1954, section 15DA,2 does not apply to 17
this Act. 18
19
Definitions
3. In this Act-- 20
"ABAL" means Advance Bank Australia Limited (A.C.N. 002 953 335). 21
1 Section 3 (Definitions)
Section 12 (State taxes)
2 The Acts Interpretation Act 1954, section 15DA, provides for the automatic
commencement of certain Acts 1 year after they are assented to.
s3 5 s3
Bank Merger (BankSA and Advance Bank)
"ABAL subsidiary" means a body corporate that is a subsidiary of ABAL 1
for the Corporations Law, section 46.3 2
"appointed day" means a day fixed as the appointed day by proclamation 3
under the South Australian Act. 4
"asset" includes-- 5
(a) a present, contingent or future right, power or privilege or 6
immunity (including a present or future cause of action in favour 7
of BSAL); and 8
(b) an asset (as defined above) held in a fiduciary capacity. 9
"BSAL" means the Bank of South Australia Limited (A.C.N. 063 369 10
488). 11
"cause of action" includes a right to bring, defend or participate in legal 12
proceedings. 13
"CEO" means the chief executive officer of ABAL or a delegate of the 14
chief executive officer. 15
"employee" includes officer. 16
"excluded asset" means-- 17
(a) an asset classified as an excluded asset in the schedule of the 18
South Australian Act;4 or 19
(b) an asset related to an excluded liability. 20
"excluded liability" means-- 21
(a) a liability classified as an excluded liability in the schedule of the 22
South Australian Act;5 or 23
(b) a liability related to an excluded asset. 24
"guarantee" includes an indemnity. 25
"instrument" includes-- 26
(a) a legislative instrument; and 27
3 Corporations Law, section 46 (What is a subsidiary)
4 Under section 17, a copy of the schedule is attached to this Act
5 Under section 17, a copy of the schedule is attached to this Act
s3 6 s3
Bank Merger (BankSA and Advance Bank)
(b) a judgment, order or process of a court. 1
"legal proceedings" includes an arbitration or an administrative 2
proceeding. 3
"liability" includes-- 4
(a) a present, future or contingent liability (arising at law or in 5
equity); and 6
(b) a duty or non-pecuniary obligation; and 7
(c) in relation to BSAL--a present or future cause of action against 8
BSAL. 9
"security" means-- 10
(a) a mortgage or charge; or 11
(b) a guarantee; or 12
(c) another instrument acknowledging, evidencing, recording, 13
imposing or securing a liability for the payment of money or the 14
discharge of a liability. 15
"South Australian Act" means the Bank Merger (BankSA and Advance 16
Bank) Act 1996 (SA). 17
"State tax" means a fee, duty or charge imposed under an Act but does not 18
include a fee or charge imposed for registering or recording the 19
transfer of an asset or liability under this Act. 20
"transferred asset" means an asset transferred to ABAL under this Act. 21
"transferred employee" means an employee of BSAL who becomes an 22
employee of the ABAL or an ABAL subsidiary under this Act. 23
"transferred liability" means a liability transferred to ABAL under this 24
Act. 25
"undertaking" of BSAL means-- 26
(a) all assets of BSAL except excluded assets; and 27
(b) all liabilities of BSAL except excluded liabilities. 28
s4 7 s6
Bank Merger (BankSA and Advance Bank)
binds the Crown 1
Act
4. This Act binds the Crown. 2
ART 2--VESTING OF BSAL's UNDERTAKING IN 3
P
ABAL 4
of undertaking 5
Vesting
5.(1) On the appointed day, BSAL's undertaking is transferred to, and 6
vested in, ABAL. 7
(2) The transfer of assets and liabilities under this section has effect 8
despite the provisions of any other law or instrument. 9
(3) The transfer of a liability under this section discharges BSAL from 10
the liability but subjects ABAL to it. 11
provisions 12
Transitional
6. The following transitional provisions apply-- 13
(a) for construing an instrument or an oral agreement, understanding 14
or undertaking so far as it applies to a transferred asset or 15
transferred liability-- 16
(i) a reference to BSAL is to be construed as a reference to 17
ABAL; and 18
(ii) a reference to a branch, or agency of BSAL is to be 19
construed as a reference to the corresponding branch, office 20
or agency of ABAL or a branch, office or agency designated 21
by the CEO as the corresponding branch, office or agency; 22
and 23
(iii) a reference to an officer of BSAL is to be construed as a 24
reference to the corresponding officer of ABAL or an officer 25
designated by the CEO as the corresponding officer; 26
(b) the relationship of banker and customer existing between BSAL 27
s6 8 s6
Bank Merger (BankSA and Advance Bank)
and a customer in relation to a transferred asset or transferred 1
liability immediately before the transfer took effect continues 2
between ABAL and the customer after the transfer takes effect 3
and gives rise to the same rights (including rights of set-off) and 4
the same liabilities as would have arisen if there had been no 5
transfer; 6
(c) an instruction, order, mandate, authority or notice given to BSAL 7
before the transfer took effect is, so far as it is referable to a 8
transferred asset or transferred liability, taken to have been given 9
to ABAL; 10
(d) if a security held by BSAL is referable to a transferred asset or 11
transferred liability, then, so far as it is referable to the transferred 12
asset or transferred liability-- 13
(i) ABAL becomes entitled or subject to rights, priorities and 14
liabilities in relation to the security that BSAL would have 15
had if there had been no transfer; and 16
(ii) the security is available to ABAL as security for the 17
discharge of transferred liabilities including, if the security 18
extends to future liabilities, liabilities incurred after the 19
transfer; 20
(e) ABAL is entitled to possession of all documents to which BSAL 21
was entitled immediately before the transfer took effect that are 22
entirely referable to a transferred asset or transferred liability and 23
is entitled to access to, and copies of, all documents that are 24
referable to both a transferred asset or transferred liability and 25
another asset or liability that is not transferred; 26
(f) a negotiable instrument or order for payment drawn by or on, or 27
accepted or endorsed by BSAL, is (if BSAL's liability under the 28
instrument or order is a transferred liability) payable by ABAL in 29
the same way as if it had been drawn by or on, or accepted or 30
endorsed by, ABAL; 31
(g) a cheque drawn on an account transferred to ABAL is, although 32
expressed to be drawn on the account formerly at BSAL, taken to 33
have been drawn on the account at ABAL; 34
(h) if an account in respect of which a credit or debit card was issued 35
s7 9 s7
Bank Merger (BankSA and Advance Bank)
by BSAL is transferred, the card is taken to have been issued by 1
ABAL and to be the property of ABAL; 2
(i) if a transferred asset consists of rights to the possession or use of 3
property under a lease or other agreement, ABAL may exercise 4
those rights without exposing BSAL to liability for parting with 5
possession of the property, or permitting the possession or use of 6
the property by another person, contrary to the terms of the lease 7
or agreement; 8
(j) ABAL has the same right to ratify a contract or agreement 9
relating to an asset or liability transferred to it from BSAL as 10
BSAL would have had if there had been no transfer; 11
(k) if, at the appointed day, legal proceedings had been started by or 12
against BSAL or were continuing by or against BSAL because of 13
a transfer of an interest to BSAL or BSAL's assumption of 14
responsibility for conducting or defending the proceedings-- 15
(i) the proceedings must (subject to discontinuance) be 16
continued and completed by or against ABAL; and 17
(ii) ABAL will have the same rights and privileges as BSAL 18
would have had if there had been no transfer; and 19
(iii) a document that could have been given in evidence by or 20
against BSAL if there had been no transfer may be given in 21
evidence by or against ABAL; 22
(l) ABAL may execute an instrument discharging, surrendering, 23
transferring or otherwise dealing with a transferred asset or 24
transferred liability in its own name, in BSAL's name, or if the 25
asset or liability is held in the name of a predecessor in title to 26
BSAL, in the name of the predecessor in title. 27
payment orders to accounts transferred to BSAL 28
Direct
7. An instruction, order, mandate, authority or notice for payments to be 29
made to an account at BSAL is, if the account at BSAL is transferred to 30
ABAL under this Act, taken to be an instruction, order, mandate, authority 31
or notice for the payments to be made to the account at ABAL. 32
s8 10 s9
Bank Merger (BankSA and Advance Bank)
of title, etc. 1
Registration
8.(1) The registrar of titles or other person required or authorised by law 2
to register or record transactions affecting assets or liabilities-- 3
(a) may (without formal application) register or record in the 4
appropriate way the transfer of an asset or liability under this Act; 5
and 6
(b) must, on written application by ABAL, register or record in the 7
appropriate way the transfer of an asset or liability under this Act. 8
(2) A transaction related to a transferred asset or transferred liability 9
entered into by ABAL in BSAL's name or the name of a predecessor in 10
title to BSAL, if effected by an instrument otherwise in registrable form, 11
must be registered even though ABAL has not been registered as proprietor 12
of the asset. 13
(3) The registrar of titles or other person is not required to act under 14
subsection (1)(b) or (2) unless the appropriate fee or charge relating to the 15
act has been paid to the registrar or person. 16
of obligation to inquire 17
Exclusion
9.(1) A person dealing with ABAL is not obliged to inquire whether an 18
asset to which the transaction relates is or is not a transferred asset. 19
(2) A person dealing with BSAL is not obliged to inquire whether an 20
asset to which the transaction relates is or is not a transferred asset. 21
(3) If BSAL was entitled to an asset before the appointed day, and after 22
that day, BSAL or ABAL purports to deal with the asset as if entitled to it, 23
the transaction is valid even though the corporation purporting to deal with 24
the asset is not entitled to do so because the asset is, or is not, a transferred 25
asset. 26
(4) However, this section does not validate a transaction if the party 27
dealing with BSAL or ABAL has actual notice of the deficiency of title, or 28
acts fraudulently. 29
s 10 11 s 10
Bank Merger (BankSA and Advance Bank)
PART 3--STAFF 1
of staff 2
Transfer
10.(1) The CEO may, by order in writing, transfer employees of BSAL 3
to positions in the employment of ABAL or an ABAL subsidiary. 4
(2) An order under this section-- 5
(a) must relate to all employees employed by BSAL at the date of the 6
order; and 7
(b) must be made within 12 months after the appointed day. 8
(3) An employee to whom an order under this section relates ceases to be 9
an employee of BSAL and becomes, in accordance with the order, an 10
employee of ABAL or an ABAL subsidiary. 11
(4) A transfer under this section does not-- 12
(a) affect the employee's remuneration; or 13
(b) interrupt continuity of service; or 14
(c) constitute a retrenchment or redundancy; or 15
(d) affect terms of employment; or 16
(e) affect rights accrued at the date of the transfer in respect of 17
employment, including the superannuation rights of the 18
employee; or 19
(f) give rise to a superannuation entitlement or another entitlement or 20
remedy for cessation or change of employment. 21
(5) A transfer under this section must not involve-- 22
(a) a reduction in the employee's status; or 23
(b) a change in the employee's duties that would be unreasonable 24
having regard to the employee's skills, ability and experience; or 25
(c) a change in the employee's place of employment unless-- 26
(i) the change is in accordance with existing terms of 27
employment; or 28
(ii) the new place of employment is within reasonable 29
s 11 12 s 12
Bank Merger (BankSA and Advance Bank)
commuting distance from the employee's former place of 1
employment. 2
(6) However-- 3
(a) if the general nature of an employee's responsibility after the 4
transfer remains the same as, or similar to, the employee's 5
responsibility before the transfer--the employee's status is not 6
reduced by-- 7
(i) a reduction in the scope of business operations for which the 8
employee is responsible; or 9
(ii) a reduction in the number of employees under the 10
employee's supervision or management; and 11
(b) the transfer of an employee under this section does not affect a 12
power to vary terms of employment. 13
(7) On the transfer of an employee to the employment of a new 14
employer under this section, all existing and accruing liabilities related to the 15
employee's employment are transferred to the new employer. 16
secretaries and auditors 17
Directors,
11. A director, secretary or auditor of BSAL does not become a director, 18
secretary or auditor of ABAL as a result of a transfer of employment under 19
this part. 20
ART 4--MISCELLANEOUS 21
P
taxes 22
State
12.(1) No State tax is payable under a law of the State in respect of-- 23
(a) a transfer of assets or liabilities under this Act; or 24
(b) an application or entry made, receipt given, or anything else done 25
for acknowledging, evidencing or giving effect to a transfer of 26
assets or liabilities under this Act. 27
s 13 13 s 14
Bank Merger (BankSA and Advance Bank)
(2) No obligation arises under an Act for the assessment or imposition of 1
State tax-- 2
(a) to lodge a statement or return relating to a transfer of assets or 3
liabilities under this Act; or 4
(b) to include information about the transfer in a statement or return. 5
(3) This section applies only if the amount fixed by the Governor in 6
Council is paid to the consolidated fund by ABAL or BSAL. 7
(4) As soon as practicable after the amount is paid, the Minister must 8
notify that fact by gazette notice. 9
10
Evidence
13.(1) The CEO may issue a certificate certifying that stated assets or 11
liabilities are, or are not, transferred assets or transferred liabilities. 12
(2) A certificate under subsection (1) must be accepted in legal 13
proceedings and by an administrative official as evidence of the matter 14
certified. 15
(3) An apparently genuine document purporting to be a certificate under 16
subsection (1) is, unless the contrary is established, taken to be the 17
certificate. 18
(4) The transfer of BSAL's undertaking to ABAL does not affect the 19
character that records made by BSAL or a bank from which BSAL 20
acquired the records may have as banking records for the purposes of the 21
law of evidence. 22
of things done or allowed under Act 23
Effect
14. Nothing done or allowed under this Act-- 24
(a) constitutes a breach of, or default under, an Act or other law; or 25
(b) constitutes a breach of, or default under, a contract, agreement, 26
understanding or undertaking; or 27
(c) constitutes a breach of a duty of confidence (whether arising by 28
contract, in equity, by custom or in another way); or 29
(d) constitutes a civil or criminal wrong; or 30
s 15 14 s 18
Bank Merger (BankSA and Advance Bank)
(e) terminates an agreement or obligation or fulfils a condition that 1
allows a person to terminate an agreement or obligation, or gives 2
rise to another right or remedy; or 3
(f) releases a surety or other obligee wholly or in part from an 4
obligation. 5
in which ABAL carries on business 6
Name
15.(1) ABAL may carry on business in the State under any of the 7
following names-- 8
(a) its own name; 9
(b) Bank of South Australia; 10
(c) BankSA; 11
(d) another name registered under the Business Names Act 1962. 12
(2) Bank of South Australia and BankSA must, on application by 13
ABAL, be registered as business names under the Business Names Act 14
1962. 15
power 16
Regulation-making
16. The Governor in Council may make regulations under this Act. 17
of South Australian Act 18
Attachment--schedule
17.(1) Attached to this Act is a copy of the schedule of the South 19
Australian Act. 20
(2) The attachment does not form part of this Act. 21
of Acts Interpretation Act 1954, s 20A 22
Application
18. This Act is an Act to which the Acts Interpretation Act 1954, 23
section 20A applies. 24
s 19 15 s 19
Bank Merger (BankSA and Advance Bank)
of Act 1
Expiry
19. This Act expires 20 years after it commences. 2
3
16
Bank Merger (BankSA and Advance Bank)
TTACHMENT TO BANK MERGER (BANKSA AND 1
¡A
ADVANCE BANK) ACT 1996 2
section 17 3
CHEDULE OF SOUTH AUSTRALIAN ACT 4
S
Excluded Assets and Liabilities 5
The following are classified as excluded assets or liabilities (as the case 6
requires)-- 7
(a) BSAL's rights and liabilities under leasing and finance plan types 8
43, 49, 50, 51, 52, 53, 54 and 56 and under managed plan types 9
55 and 57; 10
(b) BSAL's liabilities under its issued shares; 11
(c) the shares in BSAL Financial Services Limited owned by BSAL; 12
(d) all rights and liabilities in relation to BSAL's employees; 13
(e) cash equal to the BSAL's retained earnings as at the appointed 14
day. 15
16
© State of Queensland 1996
[Index] [Search] [Download] [Related Items] [Help]