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This is a Bill, not an Act. For current law, see the Acts databases.
PARLIAMENT OF VICTORIA
National Australia Bank and Bank of New Zealand
Act 1997
Act No.
TABLE OF PROVISIONS
Clause Page
PART 1--PRELIMINARY 2
1. Purpose 2
2. Commencement 2
3. Definitions 2
4. Act to bind Crown 4
5. Territorial application of Act 4
PART 2--VESTING OF UNDERTAKING OF BNZ IN NATIONAL 5
6. Vesting of undertaking 5
7. Effect of contracts and instruments 5
8. Transitional provisions 5
9. Legal proceedings etc 8
10. Amendment of Court documents where National erroneously
made a party 9
11. Evidence 10
12. Construction of references 10
13. BNZ employees 10
PART 3--GENERAL 12
14. Payment of amount in lieu of State taxes and charges 12
15. Effect of things done under this Act 12
16. Service of documents 13
17. Excluded assets 13
18. Certificates may be issued 14
19. Interests in land in the Register Book 14
20. Action by Registrar of Titles or Registrar-General 14
21. Certificates in relation to charges 16
22. Other property 16
23. Certificates conclusive 16
24. Application of banking laws 17
NOTES 18
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531127B.I1-18/3/97
PARLIAMENT OF VICTORIA
A BILL
to provide for the transfer to National Australia Bank Limited of the
banking business of Bank of New Zealand and for other purposes.
National Australia Bank and Bank of
New Zealand Act 1997
Preamble
(1) Bank of New Zealand A.R.B.N. 000 000 288 ("BNZ") is a
company incorporated in New Zealand.
(2) National Australia Bank Limited A.C.N. 004 044 937
("National") is a company incorporated in Victoria and is a
company within the meaning of the Corporations Law and is
a company limited by shares.
(3) BNZ became a wholly owned subsidiary of National in
February 1993.
(4) National carries on the business of banking in Australia and
elsewhere.
(5) BNZ carries on the business of banking in Victoria and in
other States and Territories.
(6) Under the conditions imposed by the Reserve Bank of
Australia for the acquisition of BNZ by National, BNZ is
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National Australia Bank and Bank of New Zealand Act 1997
s. 1
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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 to National and to enact legislation for that
purpose.
The Parliament of Victoria therefore enacts as follows:
PART 1--PRELIMINARY
1. Purpose
The purpose of this Act is to provide for the
transfer to National Australia Bank Limited of the
5 banking business of Bank of New Zealand.
2. Commencement
(1) This Part and section 14 come into operation on
the day on which this Act receives the Royal
Assent.
10 (2) The remaining provisions of this Act come into
operation on a day to be proclaimed.
3. Definitions
In this Act--
"BNZ" means Bank of New Zealand A.R.B.N.
15 000 000 288;
"BNZ employee" means a person employed by
BNZ in Victoria;
"Chief Executive Officer", in relation to a bank,
means the officer in charge of the day to day
20 management of the affairs of that bank or a
person appointed by that officer in writing;
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s. 3
Act No.
"excluded asset" means--
(a) a document required to be kept by BNZ
under the Corporations Law or any
other law;
5 (b) an asset listed in a certificate signed by
the Chief Executive Officer of National
and received by the Treasurer before
the commencement of Part 2;
"excluded liability" means a liability listed in a
10 certificate signed by the Chief Executive
Officer of National and received by the
Treasurer before the commencement of Part
2;
"liabilities" includes duties, obligations and
15 incidents of every description, whether
actual, contingent or prospective, but does
not include any duty, obligation or incident
relating to an excluded asset;
"National" means National Australia Bank
20 Limited A.C.N. 004 044 937;
"property" means property and assets of every
description, and includes securities, rights
and powers of every description;
"register" includes a book of registry and an
25 index relating to registration;
"security" includes a mortgage (whether legal or
equitable), charge, debenture, bill of
exchange, promissory note, guarantee, lien,
pledge or other means of securing the
30 payment of a debt, whether present or future,
or the discharge of an obligation or liability,
whether actual or contingent;
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National Australia Bank and Bank of New Zealand Act 1997
s. 4
Act No.
4. Act to bind Crown
This Act binds the Crown in right of Victoria and,
so far as the legislative power of the Parliament
permits, the Crown in all its other capacities.
5 5. Territorial application of Act
(1) This Act applies both within and outside Victoria.
(2) This Act applies outside Victoria to the full extent
of the extra-territorial legislative power of
Victoria.
10 (3) Nothing in this Act applies to any part of the
undertaking, banking business, assets or liabilities
of BNZ carried on or situated wholly outside
Australia.
_______________
15
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s. 6
8
Act No.
PART 2--VESTING OF UNDERTAKING OF BNZ IN
NATIONAL
6. Vesting of undertaking
(1) The undertaking of BNZ is by virtue of this Part
5 divested from BNZ and vested in National.
(2) Sub-section (1) has no effect in relation to the
employment of BNZ employees.
7. Effect of contracts and instruments
(1) All contracts, agreements, conveyances, deeds,
10 leases, licences and other instruments or
undertakings entered into by or made with, or
addressed to, BNZ (whether alone or with any
other person) in force immediately before the
commencement of this Part are, on and after that
15 commencement, to the extent that they were
immediately before that commencement binding
upon and enforceable by, or against, BNZ,
binding and of full force and effect in every
respect in favour of, or against, National, as fully
20 and effectually as if, instead of BNZ, National had
been a party to them or bound by them or entitled
to the whole or any portion of the benefit of them.
(2) Sub-section (1) does not apply to any contract,
agreement, conveyance, deed, lease, licence,
25 instrument or undertaking relating to--
(a) an excluded asset or excluded liability; or
(b) the employment of a BNZ employee; or
(c) a provident, benefit, superannuation or
retirement fund relating to BNZ employees.
30 (3) A director, secretary or auditor of BNZ is not by
reason only of this Part a director, secretary or
auditor (as the case may be) of National.
8. Transitional provisions
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(1) Subject to sub-section (3) and without limiting
sections 6 and 7, the following provisions have
effect in relation to the banking business of
BNZ--
5 (a) the relationship between BNZ and a
customer or depositor of that bank is, on and
after the commencement of this Part,
between National and that customer or
depositor, and gives rise to the same rights
10 and the same duties (including rights of set-
off) as would have existed at that time if that
relationship had been between National and
the customer or depositor, and so that any
instruction, order, direction, mandate or
15 authority given by that customer or depositor
to BNZ and subsisting on or given after that
commencement is, unless and until revoked
or cancelled, deemed to have been given to
National;
20 (b) any security held by BNZ as security for the
payment of the debts or liabilities (whether
present or future, certain or contingent) of
any person is by virtue of this Part
transferred to National and is to be held by
25 and be available to National as security for
the payment of those debts and liabilities to
National (but not, by reason only of this Part,
as security for any debt or liability of that
person to National existing immediately
30 before the commencement of this Part) and,
where the security extends to future
advances to, or to future liabilities of, that
person, the security shall, after that time,
subject to any agreement between National
35 and that person, be held by and be available
to National as security for future advances to
that person by, and future liabilities of that
person to, National, to the same extent to
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s. 8
Act No.
which future advances by, or liabilities to,
BNZ were secured immediately before that
commencement;
(c) National is, in relation to any security
5 transferred under this Part and the money
secured by the security, entitled to the same
rights and priorities and subject to the same
liabilities as BNZ would have been entitled
and subject to, if the security had continued
10 to be held by BNZ;
(d) the custody of any document, goods or thing
held by BNZ as bailee for any other person
at any office or branch or agency of BNZ is
by virtue of this Part transferred to National,
15 and the rights, duties and liabilities of BNZ
under any contract of bailment relating to the
document, goods or thing are transferred to
National;
(e) any negotiable instrument or order for the
20 payment of money, whether drawn, given,
accepted or endorsed before, at or after the
commencement of this Part, which is
expressed to be drawn by, drawn on, or
given to, or accepted or endorsed by BNZ, or
25 payable at any place of business of BNZ, has
the same effect after that commencement as
if it had been drawn by, drawn on, or given
to, or accepted or endorsed by, National, or
payable at the same place of business of
30 National;
(f) any information held immediately before the
commencement of this Part by BNZ relating
to a customer or depositor of that bank is
available to and may be used by National.
35
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s. 9
Act No.
(2) Despite sub-section (1) and sections 6 and 7--
(a) National is, in relation to any security held
by it over any money on deposit with BNZ
immediately before the commencement of
5 this Part, entitled to the same rights and
priorities and subject to the same liabilities
as it would have been had the money on
deposit continued to be held by BNZ; and
(b) National is, in relation to any security held
10 by BNZ immediately before the
commencement of this Part over money on
deposit with National, entitled to the same
rights and priorities and subject to the same
liabilities as BNZ would have been had the
15 security continued to be held by BNZ.
9. Legal proceedings etc
(1) This section applies to--
(a) any action, arbitration, regulatory inquiry or
proceeding or cause of action, arbitration or
20 proceeding which is at the commencement of
this Part pending or existing by, against, or
in favour of, BNZ; and
(b) any cause of action, arbitration, regulatory
inquiry or proceeding by, against, or in
25 favour of, BNZ, which arises after that
commencement in respect of a contract made
by BNZ before that commencement or which
arises in respect of anything done or omitted
to be done by BNZ before that
30 commencement--
but does not apply to any action, arbitration,
regulatory inquiry or proceeding or to any cause
of action relating to--
(c) an excluded asset or excluded liability;
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Act No.
(d) the employment of a BNZ employee; or
(e) a provident, benefit, superannuation or
retirement fund relating to BNZ employees.
(2) Any action, arbitration, regulatory inquiry or
5 proceeding and any cause of action, arbitration,
regulatory enquiry or proceeding to which this
section applies, is not abated or discontinued or in
any way prejudicially affected by reason of this
Part, and may, without any further act, deed or
10 instrument other than any appropriate amendment
of the records of the relevant court, tribunal or
other person, be prosecuted and continued and
enforced by or against National, in its own name
as and when it might have been prosecuted,
15 continued and enforced by or against BNZ if this
Act had not been enacted.
(3) Despite sub-section (2), the court, tribunal or
other person making or entering any judgment,
order or award for the payment of any sum of
20 money, whether ascertained or to be ascertained,
against National in any legal or arbitral
proceeding to which this section applies may, at
the request of any party in whose favour the
judgment, order or award is being made or
25 entered, make or enter the judgment, order or
award against both BNZ and National, and the
judgment, order or award may, when so made or
entered, be enforced against both BNZ and
National.
30 10. Amendment of Court documents where National
erroneously made a party
(1) Any party to any action, arbitration or proceeding
relating to an excluded asset or a BNZ employee
is entitled at any stage to seek leave to amend any
35 writ, pleading or other document filed by the party
in the action, arbitration or proceeding by
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s. 11
Act No.
substituting for the name of National the name of
BNZ as party.
(2) No order is to be made against any party so
amending to pay to National or to BNZ any costs
5 occasioned by that amendment.
(3) The action, arbitration or proceeding is to be
continued as if BNZ had originally been made a
party to it.
11. Evidence
10 (1) Any book or document which if this Part had not
been enacted would have been evidence in respect
of any matter for or against BNZ is, subject to this
Part, to be admissible in evidence in respect of the
same matter for or against National.
15 (2) Without limiting sub-section (1), the books of
account of BNZ are for the purposes of Division
3A of Part III of the Evidence Act 1958 deemed
to be, and to have been, books of account used in
the ordinary business of National.
20 (3) For the purposes of this section, "books of
account" has the same meaning as in Division 3A
of Part III in the Evidence Act 1958.
12. Construction of references
Subject to this Act, if any written law (other than
25 this Act) or any document, whenever made or
executed or any register established or kept under
any Act contains any reference express or implied
to BNZ, the reference is, on and after the
commencement of this Part to be read and
30 construed as a reference to National, unless the
context otherwise requires.
13. BNZ employees
(1) Each BNZ employee is to be engaged exclusively
in the provision of services to National and is
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National Australia Bank and Bank of New Zealand Act 1997
s. 13
Act No.
subject to the direction and control of the officers
of National who are responsible for the control of
the business of National in Victoria.
(2) Sub-section (1) applies subject to any law or
5 determination relating to the employment of the
person.
_______________
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National Australia Bank and Bank of New Zealand Act 1997
s. 14
Act No.
PART 3--GENERAL
14. Payment of amount in lieu of State taxes and charges
(1) National must pay to the Treasurer in lieu of all
taxes, duties and charges for which it would
5 otherwise be liable under the law of the State as a
result of, or in connection with, the transfer of the
undertaking of BNZ so far as it is located in
Victoria, to National, a sum which is, in the
opinion of the Treasurer, equal to the amount of
10 those taxes, duties and charges.
(2) The amount payable under sub-section (1) is to be
determined by the Treasurer in accordance with
such principles as the Treasurer thinks
appropriate.
15 (3) The Treasurer is to give a certificate to National
when satisfied that the sum due under sub-section
(1) has been paid stating that the sum due under
that sub-section has been paid.
15. Effect of things done under this Act
20 (1) Nothing effected by this Act or done or suffered
by BNZ or National under this Act or done to give
effect to this Act--
(a) is to be regarded as placing any of them in
breach of contract or confidence or as
25 otherwise making either of them guilty of a
civil wrong; or
(b) is to be regarded as placing any of them in
breach of or as constituting a default under
any written law or other law or any provision
30 in any agreement, arrangement or
understanding including, without limiting the
generality of the foregoing, any provision
prohibiting, restricting or regulating the
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s. 16
Act No.
assignment or transfer of any property or the
disclosure of any information; or
(c) is to be regarded as fulfilling any condition
which allows a person to terminate any
5 agreement or liability; or
(d) releases any surety or other obligee wholly
or in part from any liability.
(2) Without limiting sub-section (1) where, but for
this sub-section, the advice or consent of any
10 person would be necessary to carry out any action
authorised by this Act, that advice or consent is
taken to have been given.
16. Service of documents
Service of a document on or after the
15 commencement of this section--
(a) on National is deemed to be service on BNZ
in addition to service on National; and
(b) on BNZ is deemed to be service on National
in addition to service on BNZ.
20 17. Excluded assets
(1) No person dealing with National or BNZ (in any
capacity whatsoever) nor the Registrar of Titles,
nor any other person registering or certifying title
to land or having the power or duty to examine or
25 receive evidence as to title to land, in respect of
any dealing or transaction entered into or
purporting to be entered into by National or BNZ,
is to be concerned to see, or enquire into, whether
any property the subject of the dealing or
30 transaction (whether or not that property is land)
is an excluded asset, nor is such person to be
affected by any notice, express, implied or
constructive, that any such property is an excluded
asset.
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s. 18
Act No.
(2) Nothing in sub-section (1) affects the liability of
National to BNZ in respect of anything done, or
purporting to be done, by National in relation to or
in connection with an excluded asset.
5 (3) If any dealing or transaction is entered into by
National with any person, in relation to or in
connection with an excluded asset or excluded
liability, it is to be deemed in favour of that
person that National has full power and authority
10 to enter into that dealing or transaction as if that
asset or liability had vested in National under Part
2.
18. Certificates may be issued
The Chief Executive Officer of National may, by
15 signed certificate, certify any matter in relation to
the operation of Part 2.
19. Interests in land in the Register Book
Where any land of which BNZ is, or is deemed or
taken to be, the registered proprietor is by virtue
20 of Part 2 vested in National, notwithstanding
anything to the contrary in any written law or
other law, National is to be deemed to be the
registered proprietor of the land for the purposes
of the Transfer of Land Act 1958 and the land
25 may be dealt with accordingly.
20. Action by Registrar of Titles or Registrar-General
(1) On being requested to do so and on delivery of
any relevant instrument or document and on
payment of any relevant fees under the Transfer
30 of Land Act 1958, the Registrar of Titles must
make any recordings in the Register that are
necessary because of the operation of this Act.
(2) On being requested to do so and on production of
any relevant instrument or document, the
35 Registrar-General must make all entries on
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records
15
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National Australia Bank and Bank of New Zealand Act 1997
s. 21
Act No.
of enrolment of any Crown grant and on any
memorial relating to any land concerned that are
necessary because of the operation of this Act.
21. Certificates in relation to charges
5 Section 268(1) of the Corporations Law is to be
taken to have been complied with in respect of all
charges of which National becomes the holder by
virtue of this Act if there is lodged with the
Australian Securities Commission a certificate
10 signed by the Chief Executive Officer of National,
stating that by virtue of this Act the undertaking
of BNZ has become vested in National.
22. Other property
If--
15 (a) any property (other than property to which
section 19, 20 or 21 applies) becomes, under
Part 2, the property of National; and
(b) any person or authority has, under any
written law, responsibility for keeping a
20 register in respect of property of that kind--
then--
(c) any requirement of that written law relating
to the transfer of such property from one
person to another is to be taken to have been
25 complied with if there is lodged with that
person or authority a certificate signed by the
Chief Executive Officer of National stating
that by virtue of Part 2 the undertaking of
BNZ has become vested in National; and
30 (d) that person or authority, on being requested
to do so and on delivery of any relevant
instrument, is to make any amendments to
that register which are necessary to make it
accurately reflect the effect of Part 2.
35
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National Australia Bank and Bank of New Zealand Act 1997
s. 23
Act No.
23. Certificates conclusive
(1) For all purposes and in all courts, tribunals and
proceedings, a certificate under this Act is
conclusive evidence of the matters certified,
5 except so far as the contrary is established.
(2) A document purporting to be a certificate under
this Act is, unless the contrary is established,
taken to be such a certificate and to have been
properly given.
10 24. Application of banking laws
Except to the extent that an exemption is directly
contemplated by, or is a necessary consequence
of, this Act, nothing in this Act exempts National
or BNZ from the provisions of any written law
15 relating to companies carrying on the business of
banking.
17
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National Australia Bank and Bank of New Zealand Act 1997
Notes
Act No.
NOTES
By Authority. Government Printer for the State of Victoria.
18
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