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This is a Bill, not an Act. For current law, see the Acts databases.
Queensland
BANK OF NEW ZEALAND
(TRANSFER OF
UNDERTAKING) BILL 1997
Queensland
BANK OF NEW ZEALAND (TRANSFER
OF UNDERTAKING) BILL 1997
TABLE OF PROVISIONS
Section Page
PART 1--PRELIMINARY
1 Short title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2 Commencement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4 Act binds the State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5 Territorial application of Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
PART 2--VESTING OF BNZ's UNDERTAKING IN NAB
Division 1--Vesting
6 Vesting of undertaking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7 Effect of vesting on BNZ contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Division 2--Consequential effects of vesting
8 Application of division . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9 Relationship between BNZ's customers and NAB . . . . . . . . . . . . . . . . . . . . 8
10 Authorities etc. by BNZ's customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11 Securities held by BNZ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
12 Transferred securities--rights, liabilities and priorities . . . . . . . . . . . . . . . . 9
13 Custody of documents, goods etc. held by BNZ . . . . . . . . . . . . . . . . . . . . . . 9
14 Negotiable instruments or orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
15 Information about customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
16 Security over money on deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Division 3--Employees
17 NAB and BNZ employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2
Bank of New Zealand (Transfer of Undertaking)
PART 3--GENERAL
18 Payment of amount instead of stamp duty . . . . . . . . . . . . . . . . . . . . . . . . . . 10
19 Registering authorities to note transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
20 Charges under the Corporations Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
21 Other property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
22 Construction of references . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
23 Certificates evidencing operation of Act may be issued . . . . . . . . . . . . . . . 13
24 Certificates as evidence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
25 Excluded assets transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
26 Service of documents on NAB and BNZ . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
27 Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
28 Amendment of court documents if NAB erroneously made a party . . . . . . 15
29 Effect of things done or allowed under this Act . . . . . . . . . . . . . . . . . . . . . . 15
30 Evidence--books and documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
31 Application of banking laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
32 Application of Acts Interpretation Act 1954, s 20A . . . . . . . . . . . . . . . . . . . 17
33 Expiry of Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
1997
A BILL
FOR
An Act to provide for the transfer of the undertaking of Bank of New
Zealand to National Australia Bank Limited, and for related
purposes
4
Bank of New Zealand (Transfer of Undertaking)
Preamble--
Parliament's reasons for enacting this Act are--
1. Bank of New Zealand ARBN 000 000 288 ("BNZ") is a company
incorporated in New Zealand.
2. National Australia Bank Limited ACN 004 044 937 ("NAB") is a
company incorporated in Victoria, a company within the meaning of the
Corporations Law and a company limited by shares.
3. NAB carries on the business of banking throughout Australia and
elsewhere in the world.
4. BNZ carries on the business of banking in Australia under the name
BNZ Australia.
5. BNZ became a wholly owned subsidiary of NAB in February 1993.
6. Under the conditions imposed by the Reserve Bank of Australia for
the acquisition of BNZ's banking business in Australia, BNZ is required to
surrender its authority to carry on banking business in Australia.
7. It is necessary and expedient to transfer the banking business of BNZ
in Queensland to NAB.
s1 5 s3
Bank of New Zealand (Transfer of Undertaking)
The Parliament of Queensland enacts-- 1
PART 1--PRELIMINARY 2
title 3
Short
1. This Act may be cited as the Bank of New Zealand (Transfer of 4
Undertaking) Act 1997. 5
6
Commencement
2.(1) This Act, other than sections 3 and 18, commences on a day to be 7
fixed by proclamation. 8
(2) However if on the day mentioned in subsection (1) the gazette notice 9
mentioned in section 18(4) has not been published, this Act, other than 10
sections 3 and 18, commences on the day the gazette notice is published. 11
(3) Sections 3 and 18 commence on assent. 12
(4) The Acts Interpretation Act 1954, section 15DA,1 does not apply to 13
this Act. 14
15
Definitions
3. In this Act-- 16
"asset" includes property held in a fiduciary capacity. 17
"BNZ" means Bank of New Zealand ARBN 000 000 288. 18
"BNZ contracts" means all contracts and other instruments or 19
undertakings entered into by, or made with, or addressed to, BNZ 20
(whether alone or with another person) and in force immediately 21
before the commencement of section 6.2 22
1 Acts Interpretation Act 1954, section 15DA (Automatic commencement of
proposed law)
2 Section 6 (Vesting of undertaking)
s4 6 s4
Bank of New Zealand (Transfer of Undertaking)
"BNZ employee" means a person employed by BNZ in Queensland. 1
"chief executive officer" means the chief executive officer of NAB, or a 2
delegate of the chief executive officer. 3
"excluded asset" means-- 4
(a) a document required to be kept by BNZ under a law; and 5
(b) a trademark or business name registered in favour of BNZ. 6
"liabilities" includes duties, obligations and incidents of every description, 7
whether actual, contingent or prospective, but does not include a duty, 8
obligation or incident relating to an excluded asset. 9
"NAB" means National Australia Bank Limited ACN 004 044 937. 10
"property" means property and assets of every description, and includes 11
securities, rights and powers of every description. 12
"register" includes a book of registry and an index relating to registration. 13
"security" includes a mortgage (whether legal or equitable), charge, 14
debenture, bill of exchange, promissory note, guarantee, lien, pledge or 15
other means of securing the payment of a debt, whether present or 16
future, or the discharge of an obligation or liability, whether actual or 17
contingent. 18
"transferred asset" means an asset transferred to NAB under this Act. 19
"transferred liability" means a liability transferred to NAB under this Act. 20
"undertaking", of BNZ, means-- 21
(a) all assets of BNZ (except excluded assets) vested in, belonging to 22
or held by BNZ immediately before the commencement of 23
section 6; and 24
(b) all liabilities of BNZ immediately before the commencement of 25
section 6. 26
binds the State 27
Act
4. This Act binds the State and, as far as the legislative authority of the 28
Parliament permits, the Commonwealth and the other States. 29
s5 7 s7
Bank of New Zealand (Transfer of Undertaking)
application of Act 1
Territorial
5.(1) This Act applies outside Queensland to the full extent of the 2
extraterritorial legislative power of Queensland. 3
(2) Nothing in this Act applies to any part of the undertaking, banking 4
business, assets or liabilities of BNZ carried on or situated wholly outside 5
Australia. 6
ART 2--VESTING OF BNZ's UNDERTAKING IN 7
P
NAB 8
Division 1--Vesting 9
of undertaking 10
Vesting
6. BNZ's undertaking is transferred to and vested in NAB. 11
of vesting on BNZ contracts 12
Effect
7.(1) To the extent BNZ contracts were binding on and enforceable by or 13
against BNZ, the contracts are, on and after the commencement, binding on 14
and enforceable by or against NAB, as fully and effectually as if NAB had 15
been a party to them or bound by them or entitled to the whole or a portion 16
of the benefit of them instead of BNZ. 17
(2) Subsection (1) does not apply to an instrument or undertaking 18
relating to-- 19
(a) an excluded asset; or 20
(b) the employment of a BNZ employee; or 21
(c) a provident, benefit, superannuation or retirement fund for BNZ 22
employees. 23
(3) A director, secretary or auditor of BNZ is not a director, secretary or 24
auditor of NAB merely because of subsection (1). 25
s8 8 s 11
Bank of New Zealand (Transfer of Undertaking)
Division 2--Consequential effects of vesting 1
of division 2
Application
8.(1) This division does not limit division 1. 3
(2) This division applies only in so far as it relates to, or is referrable to, a 4
transferred asset or transferred liability. 5
between BNZ's customers and NAB 6
Relationship
9. The relationship between BNZ and each customer of BNZ is taken to 7
be, on and after the commencement, between NAB and the customer, and 8
gives rise to the same rights and the same duties (including rights of set off) 9
as would have existed if the relationship, immediately before the 10
commencement, had been between NAB and the customer. 11
etc. by BNZ's customers 12
Authorities
10. Each authority, instruction, mandate or order given to BNZ by a 13
customer of BNZ and subsisting on, or given after, the commencement is, 14
until cancelled, taken to have been given to NAB. 15
held by BNZ 16
Securities
11.(1) Each security held by BNZ immediately before the 17
commencement as security for the payment of debts or liabilities (whether 18
present or future, certain or contingent) of a person is transferred to NAB. 19
(2) The security is to be held by, and be available to, NAB as security for 20
the payment of the debts and liabilities to NAB. 21
(3) However, the security is not security for any debt or liability of the 22
person to NAB existing immediately before the commencement. 23
(4) If the security extends to future advances to, or to future liabilities of, 24
the person, the security is held by, and is available to, NAB as security for 25
future advances to the person by, and future liabilities of the person to, 26
NAB. 27
(5) If there is an agreement between NAB and the person in relation to a 28
s 12 9 s 15
Bank of New Zealand (Transfer of Undertaking)
matter mentioned in subsection (3) or (4), subsection (3) or (4) applies 1
subject to the agreement. 2
securities--rights, liabilities and priorities 3
Transferred
12. NAB is, in relation to a security transferred under this Act and the 4
money secured by the security, entitled to the same rights and priorities and 5
subject to the same liabilities as BNZ would have been entitled and subject 6
to, if the security had continued to be held by BNZ. 7
of documents, goods etc. held by BNZ 8
Custody
13. The custody of all documents, goods or things held by BNZ 9
immediately before the commencement as bailee for a customer at an office 10
or branch or agency of BNZ is transferred to NAB, together with the rights, 11
duties and liabilities of BNZ under a contract of bailment relating to the 12
documents, goods or things. 13
instruments or orders 14
Negotiable
14.(1) Each negotiable instrument or order for payment of money, 15
expressed to be drawn by or on, or given to, or accepted or endorsed by, 16
BNZ, or payable at a place of business of BNZ, has the same effect after 17
the commencement as it would have if it had been drawn by or on, or given 18
to, or accepted or endorsed by, NAB, or payable at the same place of 19
business of NAB. 20
(2) Subsection (1) applies to a negotiable instrument or order mentioned 21
in subsection (1) regardless of when it was drawn, given, accepted or 22
endorsed. 23
about customers 24
Information
15. Information held immediately before the commencement by BNZ 25
relating to a customer is available to and may be used by NAB on and after 26
the commencement. 27
s 16 10 s 18
Bank of New Zealand (Transfer of Undertaking)
over money on deposit 1
Security
16.(1) In relation to a security held by NAB over money on deposit with 2
BNZ immediately before the commencement, NAB is entitled to the same 3
rights and priorities and subject to the same liabilities as it would have been 4
entitled and subject to had the money on deposit continued to be held by 5
BNZ. 6
(2) In relation to a security held by BNZ immediately before the 7
commencement over money on deposit with NAB, NAB is entitled to the 8
same rights and priorities and subject to the same liabilities as BNZ would 9
have been entitled and subject to had the security continued to be held by 10
BNZ. 11
Division 3--Employees 12
and BNZ employees 13
NAB
17.(1) A person who is employed by BNZ immediately before the 14
commencement is to be engaged in providing services to NAB and is 15
subject to the direction and control of the officers of NAB who are 16
responsible for the control of the business of NAB in Queensland. 17
(2) Subsection (1) applies subject to any law or determination of an 18
industrial authority under the Workplace Relations Act 1997 about the 19
employment of the person. 20
PART 3--GENERAL 21
Payment of amount instead of stamp duty 22
18.(1) Stamp duty is not payable as a result of or in connection with the 23
transfer of the assets and liabilities of BNZ to NAB under this Act. 24
(2) No person has an obligation under an Act imposing stamp duty-- 25
(a) to lodge a statement or return relating to a transfer of assets or 26
liabilities under this Act; or 27
s 19 11 s 19
Bank of New Zealand (Transfer of Undertaking)
(b) to include information about the transfer in a statement or return. 1
(3) Subsections (1) and (2) apply only if the amount fixed by the 2
Governor in Council is paid to the consolidated fund by NAB. 3
(4) As soon as practicable after the amount is paid, the Minister must 4
notify the fact by gazette notice. 5
authorities to note transfers 6
Registering
19.(1) The registrar of titles or other person required or authorised by law 7
to register or record transactions affecting assets or liabilities-- 8
(a) may (without formal application) register or record in the 9
appropriate way the transfer of an asset or liability under this Act; 10
and 11
(b) must, on written application by NAB, register or record in the 12
appropriate way the transfer of an asset or liability under this Act. 13
(2) A transaction related to a transferred asset or transferred liability 14
entered into by NAB in BNZ's name or the name of a predecessor in title to 15
BNZ, if effected by an instrument otherwise in registrable form, must be 16
registered even though NAB has not been registered as proprietor of the 17
asset or liability. 18
(3) The registrar of titles or other person is not required to act under 19
subsection (1)(b) or (2) unless the appropriate fee or charge relating to the 20
act has been paid to the registrar or person. 21
(4) If an asset or liability (other than an excluded asset) is registered in 22
the name of BNZ, the registrar of titles or other registering authority may 23
register a dealing for a transaction about the asset or liability without being 24
concerned to enquire whether it is, or is not, a transferred asset or 25
transferred liability. 26
(5) If land, of which BNZ is taken to be the registered proprietor, is 27
under this Act vested in NAB, despite anything to the contrary in an Act, 28
NAB is to be taken to be the registered proprietor of the land for the 29
purposes of the Land Title Act 1994, subject to the same defects in title as 30
any to which BNZ was subject. 31
s 20 12 s 22
Bank of New Zealand (Transfer of Undertaking)
under the Corporations Law 1
Charges
20.(1) The Corporations Law, section 268(1),3 is taken to have been 2
complied with in respect of all charges of which NAB becomes the holder 3
under this Act if there is lodged with the Australian Securities Commission 4
a certificate signed by the chief executive officer stating that the undertaking 5
of BNZ has vested in NAB under this Act. 6
(2) A certificate under subsection (1) is of no effect unless it is 7
accompanied by the fees that would be payable if the certificate were a 8
notice under the Corporations Law, section 268(1)(a). 9
property 10
Other
21.(1) This section applies if-- 11
(a) any property becomes, under this Act, the property of NAB; and 12
(b) any person or authority has, under another Act, responsibility for 13
keeping a register in respect of property of that kind. 14
(2) A requirement of the other Act relating to the transfer of the property 15
from one person to another is taken to have been complied with if there is 16
lodged with the person or authority a certificate signed by the chief 17
executive officer stating that the undertaking of BNZ became vested in 18
NAB under this Act. 19
of references 20
Construction
22.(1) On and after the commencement, if an Act (other than this Act) or 21
a document, whenever made or signed or a register established or kept 22
under an Act contains a reference, express or implied, to BNZ, the reference 23
is, if the context permits, to be taken as a reference to NAB. 24
3 Corporations Law, section 268(1)--
Notice of change of chargee
(1) Where, after a registrable charge on property of a company has been created,
a person other than the original chargee becomes the holder of the charge, the
person who becomes the holder of the charge shall, within 45 days after he, she
or it becomes the holder of the charge:
(a) lodge a notice stating that he, she or it has become the holder of the charge;
and
(b) give the company a copy of the notice.
s 23 13 s 26
Bank of New Zealand (Transfer of Undertaking)
(2) Subsection (1) applies only in so far as the Act, document or register 1
applies to a transferred asset or transferred liability. 2
evidencing operation of Act may be issued 3
Certificates
23. The chief executive officer may, by signed certificate, certify a matter 4
in relation to the operation or effect of section 20 or 21. 5
as evidence 6
Certificates
24.(1) For all purposes and in all courts, tribunals and proceedings, a 7
certificate under this Act is evidence of the matters certified. 8
(2) A document purporting to be a certificate under this Act is, unless the 9
contrary is established, taken to be a certificate and to have been properly 10
given. 11
assets transactions 12
Excluded
25.(1) A person dealing with NAB or BNZ is not obliged to enquire 13
whether property, the subject of a transaction, is an excluded asset. 14
(2) If a transaction is entered into by NAB with a person, in relation to an 15
excluded asset, it is to be taken, in favour of the person, that NAB has full 16
power and authority to enter into the transaction as if the excluded asset had 17
vested in NAB under this Act. 18
(3) This section does not-- 19
(a) affect the liability of NAB to BNZ for anything done, or 20
purporting to have been done, by NAB in relation to an excluded 21
asset; or 22
(b) validate a transaction if the party dealing with NAB or BNZ has 23
actual, implied or constructive notice that the property is an 24
excluded asset. 25
of documents on NAB and BNZ 26
Service
26.(1) Service of a document on NAB or BNZ is taken to be service on 27
both. 28
s 27 14 s 27
Bank of New Zealand (Transfer of Undertaking)
(2) Subsection (1) ceases to apply if BNZ ceases to be a related body 1
corporate of NAB within the meaning of the Corporations Law, section 9.4 2
3
Proceedings
27.(1) This section applies to-- 4
(a) a proceeding which is at the commencement pending or existing 5
by, against, or in favour of, BNZ; and 6
(b) a proceeding by, against, or in favour of, BNZ arising-- 7
(i) after the commencement in respect of a contract made by 8
BNZ before the commencement; or 9
(ii) in respect of anything done or omitted to be done by BNZ 10
before the commencement. 11
(2) Despite subsection (1), this section does not apply to a proceeding 12
relating to-- 13
(a) an excluded asset; or 14
(b) the employment of a BNZ employee; or 15
(c) a provident, benefit, superannuation or retirement fund relating to 16
BNZ employees. 17
(3) A proceeding mentioned in subsection (1)-- 18
(a) is not abated or discontinued or in any way prejudicially affected 19
by this Act; and 20
(b) may, without any further act, deed or instrument other than any 21
appropriate amendment of the records of the relevant court or 22
4 Corporations Law, section 9--
"related body corporate", in relation to a body corporate, means a body
corporate that is related to the first-mentioned body by virtue of section 50.
Corporations Law, section 50--
Related bodies corporate
50 Where a body corporate is:
(a) a holding company of another body corporate;
(b) a subsidiary of another body corporate; or
(c) a subsidiary of a holding company of another body corporate;
the first-mentioned body and the other body are related to each other.
s 28 15 s 29
Bank of New Zealand (Transfer of Undertaking)
tribunal, be prosecuted and continued and enforced by or against 1
NAB, in its own name as and when it might have been 2
prosecuted, continued and enforced by or against BNZ if this Act 3
had not been enacted. 4
(4) However, the court, tribunal or other person making or entering any 5
judgment, order or award for the payment of an amount of money, whether 6
ascertained or to be ascertained, against NAB in any legal or arbitral 7
proceeding to which this section applies may, at the request of any party in 8
whose favour the judgment, order or award is being made or entered, make 9
or enter the judgment, order or award against both BNZ and NAB. 10
(5) A judgment, order or award made or entered against both BNZ and 11
NAB may be enforced against both. 12
of court documents if NAB erroneously made a party 13
Amendment
28.(1) A party to a proceeding relating to an excluded asset or a BNZ 14
employee is entitled at any stage to seek leave to amend any writ, pleading 15
or other document filed by the party in the proceeding by substituting for 16
the name of NAB the name of BNZ as party. 17
(2) No order is to be made against a party so amending to pay to NAB or 18
to BNZ any costs incurred as a result of the amendment. 19
(3) The proceeding is to be continued as if BNZ had originally been 20
made a party to it. 21
of things done or allowed under this Act 22
Effect
29.(1) Nothing done or allowed under this Act-- 23
(a) constitutes a breach of, or default under, an Act or other law; or 24
(b) constitutes a breach of, or default under, a contract, understanding 25
or undertaking; or 26
(c) constitutes a breach of a duty of confidence (whether arising by 27
contract, in equity, by custom, or in another way); or 28
(d) constitutes a civil or criminal wrong; or 29
(e) terminates an agreement or obligation, or fulfils a condition that 30
allows a person to terminate an agreement or obligation, or gives 31
s 30 16 s 31
Bank of New Zealand (Transfer of Undertaking)
rise to another right or remedy; or 1
(f) releases a surety or other obligee wholly or in part from an 2
obligation. 3
(2) Without limiting subsection (1), if, apart from this subsection, the 4
advice or consent of a person would be necessary to carry out an action 5
authorised by this Act, the advice or consent is taken to have been given. 6
and documents 7
Evidence--books
30.(1) A book or document which if this Act had not been enacted would 8
have been evidence about a matter for or against BNZ is, on and after the 9
commencement, admissible in evidence about the same matter for or 10
against NAB. 11
(2) Without limiting subsection (1), a book of account used in the 12
ordinary business of BNZ is for the purposes of the Evidence Act 1977, 13
part 5, division 6,5 taken to be, and to have been, a book of account used in 14
the ordinary business of NAB. 15
(3) This section applies only in so far as the book or document relates to 16
a transferred asset or transferred liability. 17
(4) In this section-- 18
"book of account" has the same meaning as in the Evidence Act 1977, 19
section 83.6 20
of banking laws 21
Application
31. Except to the extent that an exemption is directly contemplated by, or 22
is a necessary consequence of this Act, nothing in this Act exempts NAB 23
5 Evidence Act 1997, part 5 (Proof of documents and other matters), division 6
(Books of account)
6 Evidence Act 1977, section 83--
"book of account" includes any document used in the ordinary course of any
undertaking to record the financial transactions of the undertaking or to
record anything acquired or otherwise dealt with by, produced in, held for or
on behalf of, or taken or lost from the undertaking and any particulars
relating to any such thing.
s 32 17 s 33
Bank of New Zealand (Transfer of Undertaking)
from the provisions of any Act relating to companies carrying on the 1
business of banking. 2
of Acts Interpretation Act 1954, s 20A 3
Application
32. This Act is an Act to which the Acts Interpretation Act 1954, 4
section 20A,7 applies. 5
of Act 6
Expiry
33. This Act expires 20 years from when it commences. 7
8
© State of Queensland 1997
7 Acts Interpretation Act 1954, section 20A (Repeal does not end saving,
transitional or validating effect etc.)
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