Victorian Current Acts

WESTPAC AND BANK OF MELBOURNE (CHALLENGE BANK) ACT 1996 - SECT 3

In this Act—

"Bank of Melbourne" means Bank of Melbourne Limited A.C.N. 007 270 448;

"Bank of Melbourne agreement" means the sale and purchase agreement entered into before the commencement time between Westpac and Bank of Melbourne relating to the acquisition by Bank of Melbourne from Westpac of part of the business and property of Challenge (however described);

"Bank of Melbourne excluded asset" means an asset that, under the Bank of Melbourne agreement, is an excluded asset;

"Bank of Melbourne vesting time"—

        (a)     in Part 2, means—

              (i)     the moment after the commencement time, if Part 3 is in operation at that time; or

              (ii)     if Part 3 is not in operation at that time, the date of commencement of section 25;

        (b)     in Part 3, means the moment after the commencement time; and

        (c)     in Part 4, means the date of commencement of section 25;

"Challenge" means Challenge Bank Limited A.C.N. 009 230 433;

"Challenge employee"

        (a)     in Part 3, means a person employed by Challenge immediately before the commencement time; and

        (b)     in Part 4, means a person employed by Challenge in Victoria immediately before the Bank of Melbourne vesting time within the meaning of that Part;

"Chief Executive Officer", in relation to a bank, means the officer in charge of the day to day management of the affairs of that bank or a person appointed by that officer in writing;

"commencement time" means 12 noon Eastern Standard Time on the day on which Division 1 of Part 2 comes into operation;

"liabilities" includes duties, obligations and incidents of every description, whether actual, contingent or prospective, but does not include any duty, obligation or incident relating to an excluded asset;

"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 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 payment of a debt, whether present or future, or the discharge of an obligation or liability, whether actual or contingent;

"transferring undertaking"—

        (a)     in Part 2—

              (i)     has the same meaning as in Part 3, if Part 3 is in operation at the commencement time; or

              (ii)     if Part 3 is not in operation at that time, has the same meaning as in Part 4;

        (b)     in Part 3, means that part of the undertaking of Challenge that vested in Westpac under Part 2 and that, under the Bank of Melbourne agreement, is the transferring undertaking for the purposes of Part 3;

        (c)     in Part 4, means that part of the business and property of Westpac that, under the Bank of Melbourne agreement, is the transferring undertaking for the purposes of Part 4;

"undertaking of Challenge" means the business and all of the property of Challenge (except any Westpac excluded assets and any right or power of Challenge relating to any Westpac excluded assets) vested in or belonging to or held by Challenge immediately before the commencement time and all of the liabilities to which Challenge is subject immediately before that time;

"Westpac" means Westpac Banking Corporation A.R.B.N. 007 457 141;

"Westpac excluded asset" means—

        (a)     any document required to be kept by Challenge under the Corporations Law or any other law;

        (b)     shares held by Challenge in—

              (i)     CBL Financial Services Ltd
A.C.N. 009 340 390;

              (ii)     CBL Securities Ltd
A.C.N. 009 124 341;

              (iii)     Challase Pty Ltd A.C.N. 059 339 641;
s. 3

              (iv)     Challenge Finance Limited
A.C.N. 000 032 735;

              (v)     Challenge Funds Management Ltd A.C.N. 009 065 990;

              (vi)     Challenge Information Technology Pty Ltd A.C.N. 007 258 488;

              (vii)     Challenge Insurance Services (Agency) Pty Ltd A.C.N. 009 086 444;

              (viii)     Cold Storage Construction Pty Ltd A.C.N. 001 122 005;

              (ix)     Herston Pty Ltd A.C.N. 009 041 650;

              (x)     National Permanent Management Services Pty Ltd A.C.N. 009 076 653;

              (xi)     Olsona Ltd A.C.N. 003 409 756;

              (xii)     Westman Enterprises Pty Ltd A.C.N. 008 915 099;

        (c)     units held by Challenge in National Permanent Property Trust, a trust created by a deed dated 21 August 1982 between Herston Pty Ltd and National Permanent Funds Management Pty Ltd;

        (d)     the Challenge logo registered under the Trade Marks Act 1995 of the Commonwealth as a trade mark in classes 16, 36 and 39 under numbers A486912, A486911 and A486910 respectively;

        (e)     the trade mark "Challenge" registered under the Trade Marks Act 1995 of the Commonwealth as a trademark in class 36 under number A533638; and

        (f)     such other assets as are listed in a certificate signed by the Chief Executive Officer of Westpac and received by the Treasurer before the commencement day.