Victorian Consolidated Legislation

AUSTRALIA AND NEW ZEALAND BANKING GROUP ACT 1970

Act No. 7959/1970
Version as at 8 October 1999

TABLE OF PROVISIONS

           Section Page
   1.      Short title and commencement
   2.      Division of Act into Parts

   PART 1-PRELIMINARY

   3.      Enactments
   4.      Definitions
   5.      Appointed day

   PART 2-TRANSFER OF UNDERTAKINGS OF AUSTRALIA AND NEW ZEALAND BANK LIMITED AND THE ENGLISH, SCOTTISH AND AUSTRALIAN BANK, LIMITED

   6.      Provisions of the Australia and New Zealand Banking Group
           Act 1970 of the United Kingdom
   7.      Documents etc. to remain evidence
   8.      Application of Evidence Act 1958.
   9.      Applications of enactments and documents

   PART 3-INCORPORATION OF AUSTRALIA AND NEW ZEALAND SAVINGS BANK LIMITED IN VICTORIA AND PRESERVATION OF IDENTITY THEREOF

   10.     Definitions
   11.     Power to A.N.Z. Savings Bank to become a Victorian
           company
   12.     Identity and continuity of A.N.Z. Savings Bank to be
           preserved
   13.     A.N.Z. Savings Bank to cease to be subject to Part 11
           Division 3 of No. 6839.

   PART 4-TRANSFER OF UNDERTAKING OF E. S. & A. SAVINGS BANK LIMITED TO AUSTRALIA AND NEW ZEALAND SAVINGS BANK LIMITED

   14.     Definitions
   15.     Transfer of undertaking
   16.     Saving of contracts etc.
   17.     Banking business
   18.     Actions etc. not to abate
   19.     Documents etc. to remain evidence
   20.     Application of Evidence Act 1958.
   21.     Application of enactments and documents

   PART 5-GENERAL

   22.     Avoidance of doubt
           __________________
           SCHEDULE 1-Extracts from the Australia and New Zealand
           Banking Group Act 1970 of the United Kingdom
           SCHEDULE 2-Amendment and additions to Memorandum of Association
           ---------------
           ENDNOTES
           1. General Information
           2. Table of Amendments
           3. Explanatory Details
           WHEREAS:
           (1) By the Australia and New Zealand Banking Group Act 1970 of the United Kingdom provision is made for the transfer to Australia and New Zealand Banking Group Limited of the undertakings of Australia and New Zealand Bank Limited and The English, Scottish and Australian Bank, Limited and for other purposes incidental thereto and consequential thereon and to provide for the incorporation of Australia and New Zealand Savings Bank Limited in the State of Victoria for the cesser of application to that company of provisions of the Companies Acts 1948 to 1967 of the United Kingdom consequent upon such incorporation and for other purposes incidental thereto:
           (2) Australia and New Zealand Bank Limited (hereafter referred to as "A.N.Z.") Australia and New Zealand Banking Group Limited (hereafter referred to as "the Bank") and The English, Scottish and Australian Bank, Limited (hereafter referred to as "E.S.A.") are companies incorporated in the United Kingdom and are companies within the meaning of the Companies Acts 1948 to 1967 of the United Kingdom and are companies limited by shares:
           (3) A.N.Z. and E.S.A. each carry on in Victoria as well as elsewhere in the Commonwealth of Australia and overseas the business of banking:
           (4) By a scheme of arrangement sanctioned under section 206 of the Companies Act 1948 of the United Kingdom and which took effect on the 23rd day of June, 1969, A.N.Z. and E.S.A. became wholly-owned subsidiaries of the Bank:
           (5) The said scheme of arrangement was proposed with a view to the merger of the undertakings of A.N.Z. and E.S.A.:
           (6) On the 22nd day of May, 1969, the Treasurer of the Commonwealth of Australia consented to the transfer of the undertakings of A.N.Z. and of E.S.A. in the said Commonwealth to the Bank:
           (7) To the extent to which the said Act of the United Kingdom may not itself be wholly effective to transfer to and vest in the Bank the undertakings of A.N.Z. and E.S.A. it is expedient that so far as it lies within the legislative competence of this Parliament so to do such transfer and vesting be rendered wholly effective:
           (8) The said Act of the United Kingdom contains the provisions set forth in the First Schedule hereto:
           (9) Australia and New Zealand Savings Bank Limited (hereafter referred to as "A.N.Z. Savings Bank") is a company incorporated in the United Kingdom and is a company within the meaning of the Companies Acts 1948 to 1967 of the United Kingdom and is a company limited by shares; and E.S. & A. Savings Bank Limited (hereafter referred to as "E.S.A. Savings Bank") is incorporated in Victoria and is a company within the meaning of the Companies Act 1961 of Victoria and is a company limited by shares:
           (10) A.N.Z. Savings Bank and E.S.A. Savings Bank each carry on the business of a savings bank in the Commonwealth of Australia and elsewhere:
           (11) A.N.Z. Savings Bank is a wholly-owned subsidiary of A.N.Z. and E.S.A. Savings Bank is a wholly-owned subsidiary of E.S.A.:
           (12) It is expedient in the interests of efficient and effective banking that the undertakings of A.N.Z. Savings Bank and E.S.A. Savings Bank should be merged and that it should occur by means of a transfer of the undertaking of E.S.A. Savings Bank to A.N.Z. Savings Bank:
           (13) It is further expedient that the said undertaking of E.S.A. Savings Bank should be transferred as provided in this Act and that the other provisions contained in this Act relative thereto and consequential thereon should be enacted:
           (14) On the 22nd day of May, 1969, the Treasurer of the Commonwealth of Australia consented to the transfer of the undertaking of E.S.A. Savings Bank to A.N.Z. Savings Bank:
           (15) Having regard to the fact that the area of operation of A.N.Z. Savings Bank is largely in the Commonwealth of Australia, certain advantages would accrue to A.N.Z. Savings Bank if A.N.Z. Savings Bank were incorporated under the laws of Victoria instead of under the laws of England and such incorporation would give A.N.Z. Savings Bank greater flexibility in the pursuit of its objectives in the Commonwealth of Australia:
           (16) The central management and control of A.N.Z. Savings Bank was some time since transferred from the United Kingdom to Victoria with the consent of Her Majesty's Treasury pursuant to section 468 of the Income Tax Act 1952 of the United Kingdom:
           (17) No procedure exists whereby A.N.Z. Savings Bank can be deemed to be a company incorporated under the Companies Act 1961:
           (18) Procedure by way of winding up and dissolution of A.N.Z. Savings Bank and the transfer of assets to a new company incorporated in Victoria would involve loss of identity of A.N.Z. Savings Bank and the disturbance of its financial structure and existing contracts and interfere with the continuity of its operations, with considerable attendant expense:
           (19) It is expedient that A.N.Z. Savings Bank should be enabled to become a company incorporated under the Companies Act 1961 without any such loss of identity disturbance interference and expense:
           (20) The purposes of this Act cannot be effected without the authority of the Parliament:
           BE IT THEREFORE ENACTED by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and the Legislative Assembly of Victoria in this present Parliament assembled and by the authority of the same as follows (that is to say):