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AUSTRALIA AND NEW ZEALAND BANKING GROUP
LIMITED (NMRB) BILL 1991
NEW SOUTH WALES
EXPLANATORY NOTE
(This Explanatory Note relates to this Bill as introduced into Parliament)
The object of this Bill is to transfer certain banking business and other property and
liabilities in New South Wales in connection with the merger of National Mutual Royal
Bank Limited ("NMRB") with Australia and New Zealand Banking Group Limited
("ANZ") and of National Mutual Royal Savings Bank Limited ("NMR Savings Bank")
with ANZ and Australia and New Zealand Savings Bank Limited ("ANZ Savings
Bank").
The Preamble recites the present relationship between NMRB, NMR Savings Bank,
ANZ and ANZ Savings Bank, the proposals for the merger of NMRB with ANZ and of
NMR Savings Bank with ANZ and ANZ Savings Bank and the aims of the legislation,
and is generally self explanatory.
The Bill duplicates the provisions (with minor variations) of the proposed Australia
and New Zealand Banking Group Limited (NMRB) Act 1991 of Victoria.
PART 1--PRELIMINARY
Clause 1 states the short title and purpose of the Bill.
Clause 2 provides that the proposed Act will come into operation on the day on
which it receives the Royal Assent.
Clause 3 is the interpretation clause and contains definitions of terms used in the
Bill. Included in these terms are:
"category A undertaking of NMR Savings Bank" comprising all of the property
and liabilities of NMR Savings Bank described in Schedule 1 to the Bill.
"category B undertaking of NMR Savings Bank" comprising the business and all
of the property of NMR Savings Bank (except any category A property and any
excluded asset and any right or power relating thereto) and all liabilities of NMR
Savings Bank (except category A liabilities).
"undertaking of NMRB" including all of the business, property and liabilities of
NMRB with the exception of excluded assets and rights or powers relating to the
excluded assets.
Clause 4 declares that the Act binds the Crown.
PART 2--VESTING OF UNDERTAKING OF NMRB IN ANZ
Clause 5 provides for the vesting of the undertaking of NMRB in ANZ on an
appointed day, that the Act provides evidence of such vesting and obliges NMRB to
take steps to secure the transfer of any portion of its undertaking not vested under the
Act.
Clause 6 provides that contracts and other legal arrangements with NMRB (not
relating to excluded assets or superannuation or similar funds) are to be binding on or
are enforceable by or against ANZ.
Clause 7 provides for the continuation after the appointed day of the relationships
between NMRB and its customers as relationships between ANZ and those customers,
the transfer of securities and bailment arrangements from NMRB to ANZ and for
negotiable and other instruments to be effective as if relating to ANZ.
Clause 8 provides for the preservation of legal proceedings commenced by or
against NMRB before the appointed day or which relate to contracts entered into or
matters done or omitted to be done by or before the appointed day except in relation to
excluded assets and provides for the continuation of such proceedings by or against the
ANZ.
Clause 9 enables the amendment, without cost, of references in documents in
proceedings relating to excluded assets from ANZ to NRB and for the continuation of
such proceedings against NRB.
Clause 10 provides that evidence which could have been used far or against NMRB
can be used for or against ANZ.
Clause 11 provides, from the appointed day, for references to NMRB in Acts (other
than the Act) or documents to be construed as references to ANZ except in relation to
excluded assets or where the context otherwise requires.
PART 3--VESTING OF UNDERTAKING OF NMR SAVINGS BANK IN
ANZ SAVINGS BANK AND ANZ
Clause 12 provides for the respective vesting of categories A and B of the
undertakings of NMR Savings Bank in ANZ Savings Bank and ANZ, that the Act
provides evidence of such vesting, and obliges NMR Savings Bank to take steps to
secure the transfix of any portion of the categories A and B undertakings not vested
under the Act.
Clause 13 provides that contracts and other legal arrangements with NMR Savings
Bank relating to categories A and B undertakings (and not relating to excluded assets)
3
Australia and New Zealand Banking Group Limited (NMRB) 1991
arc to be binding on and enforceable by or against ANZ Savings Bank and ANZ
respectively.
Clause 14 provides for the continuation in respect of categories A and B
undertakings, after the appointed day, of the relationships between NMR Savings Bank
and its customers as relationships between ANZ Savings Bank and ANZ respectively
and those customers, the transfer of securities and bailment arrangements to those banks
respectively and for negotiable or other instruments relating to categories A and B
undertakings to be effective as if relating to ANZ Savings Bank or ANZ respectively.
There arc also specific provisions enabling ANZ and ANZ Savings Bank to share
securities in certain circumstances.
Clause 15 provides, in respect of the category A undertaking, for the preservation of
legal proceedings commenced by or against NMR Savings Bank before the appointed
day or which relate to contracts entered or matters done or omitted to be done before the
appointed day (except in relation to excluded assets) and for the continuation of such
proceedings by or against ANZ Savings Bank.
Clause 16 provides, in respect of the category B undertaking, for the preservation of
legal proceedings commenced by or against NMR Savings Bank before the appointed
day or which relate to contracts entered or matters done or omitted to be done before the
appointed day (except in relation to excluded assets) and for the continuation of such
proceedings by or against ANZ.
Clause 17 enables the amendment, without cost, of references in documents in
proceedings relating to excluded assets from ANZ or ANZ Savings Bank to NMR
Savings Bank
Clause 18 provides, in respect of the category A undertaking, that evidence that
could have been used for or against NMR Savings Bank can be used for or against ANZ
Savings Bank.
Clause 19 provides, in respect of the category B undertaking, that evidence that
could have been used for or against NMR Savings Bank can be used for or against
ANZ.
Clause 20 provides, from the appointed day, for references to NMR Savings Bank
or building societies previously taken over by NMR Savings Bank in Acts (other than
the Act) or documents to be construed as references to ANZ Savings Bank (to the extent
they relate to the category A undertaking) or to ANZ (in all other cases), except in
relation to excluded assets or where the context otherwise requires.
PART 4--GENERAL
Clause 21 provides that nothing effected by the proposed Act or done or suffered by
NMRB, NMR Savings Bank, ANZ or ANZ Savings Bank under the proposed Act is to
be regarded as placing them m breach, making them guilty of a wrong, or enabling
termination or release of any agreement with them.
Clause 22 provides that service of a document on one bank may be deemed, in
specified instances, to be service on another and that the clause ceases to have any effect
upon NMRB or NMR Savings Bank (as the case may be) ceasing to be a subsidiary of
ANZ within the meaning of section 9 of the Corporations Law.
Clause 24 provides that the Chief Executive Officer of ANZ may certify whether
specified property or liabilities formed or did not form part of the category A
undertaking of NMR Savings Bank or the category B undertaking of NMR Savings
Bank.
Clause 25 is designed to enable ANZ or ANZ Savings Bank to deal with land
vested by this Act without being required to be referred to in any relevant title
documents.
Clause 26 is designed to avoid the need for a form to be lodged under the
Corporations Law of New South Wales in relation to each registered charge which, by
virtue of the Act, is vested in ANZ or ANZ Savings Bank,
Clause 27 has a similar effect to clause 26 (except that it relates to property other
than property to which clauses 25 and 26 apply) in that it avoids the need for certificates
or forms to be lodged in relation to each asset transferred.
Clause 28 provides that certificates given or purported to be given under the Act are
to be conclusive unless the contrary is established.
Clause 29 provides that rights of occupation or use of land under a lease, licence or
other agreement that may be exercised by NMRB or NMR Savings Bank may be
exercised by ANZ or ANZ Savings Bank even though those rights have not been
transferred.
Clause 30 provides that nothing in the Act exempts ANZ or ANZ Savings Bank
from the provisions of any Act relating to companies carrying on the business of
banking.
Clause 31 provides that no tax, fee or other charge is payable in respect of any
document, instrument or transaction arising out of the Act or any corresponding law of
any State or Territory, other than a fa or charge payable to the Registrar-General.
SCHEDULE l--ASSETS AND LIABILITIES
Part 1 contains a list of those liabilities of NMR Savings Bank which constitute the
category A liabilities of NMR Savings Bank and which by virtue of the Act will be
vested in ANZ Savings Bank.
Part 2 contains a list of those assets of NMR Savings Bank which constitute the
category A property of NMR Savings Bank and which by virtue of the Act will be
vested in ANZ Savings Bank.
SCHEDULE 2--PREVIOUS BUILDING SOCIETIES
Schedule 2 contains a list of building societies whose interests were taken over by
NMRB or NMR Savings Bank and references to which are deemed to be references to
the appropriate body in which the interests are vested by the Act.